The European securities market looks set to undergo the most radical changes that have been proposed since the adoption of the Prospectus Directive (2003/71/EC) in 2003. The passing of the Amendment Directive (2010/73/EU) in December 2010 heralded significant material, though not earth-shattering, changes to the Prospectus Directive. However, if the additional changes currently proposed by ESMA in its recent Consultation Paper are implemented, they will have a wide-ranging impact on European debt programmes and offers of securities to retail investors.

We will focus in this alert mainly on two of the sections covered in the Consultation Paper, namely (i) the format of final terms to a base prospectus and (ii) the format and detailed content requirements of the key information to be included in the summary of the prospectus (where such a summary is required under the Prospectus Directive).

The Consultation Paper is a precursor to ESMA’s technical advice to the European Commission as to possible delegated acts under the amended Prospectus Directive, in relation to the topics mentioned above.