Pro forma financial information |
- ESMA now requires disclosure of aggregated pro forma information for multiple transactions that individually do not, but collectively do, meet the 25% threshold unless the issuer can explain why such disclosure would be unduly burdensome.
- ESMA considers this to be an important policy change from an investor protection perspective.
|
Working capital statements |
- ESMA has replaced the previous CESR Recommendation wording on inclusion of assumptions in working capital statements ("not normally acceptable") with more restrictive guidance stating that where an issuer finds it necessary to include assumptions, it should provide a qualified working capital statement.
- It is currently unclear whether this will affect the FCA's position on COVID-19 related assumptions under its 8 April 2020 statement of policy and related technical supplement.
- ESMA has also included a new guideline to clarify that proceeds from an offer should only be counted for working capital purposes to the extent they are underwritten on a firm commitment basis (i.e. underwritten at a fixed or minimum price) or covered by irrevocable undertakings, and that issuers should also consider the credit risk associated with the parties providing such commitments.
|
Capitalisation and indebtedness |
- The required contents of the statement of indebtedness and related explanatory notes have been amended to align with IFRS.
|
Profit forecasts and estimates |
- ESMA has included more extensive guidance for issuers on making profit forecasts and estimates easily comparable with historical financial information in the prospectus, including where forecasts are based on pro forma information, where subsequent events have arisen and where changes have occurred in the issuer's accounting policies.
|
Credit institutions/
insurers |
- In a number of areas ESMA has added new guidance for credit institutions and insurers/re-insurers to consider and reflect their specific business models, including relevant prudential ratios, when preparing OFR, working capital and capitalisation and indebtedness disclosures.
|