IRELAND Trends and Developments Contributed by: Vincent McConnon, William Foot, John Adams, Michelle Holligan, Nicole Burke and Graham Bloomfield, Matheson LLP
• clarifying that prospectuses should not con - tain risk factors that are generic, only serve as disclaimers or are insufficiently clear; and • clarifying that new securities cannot be added into a base prospectus by way of a supple - ment. Prospectus Regulation amendments to be intro - duced on a staggered timeline include: • amendments to the standardised prospectus format; • ESG disclosure requirements for EU Green Bond Standard-compliant and EU Green Bond Standard “opt-in” bonds, as well as other green/sustainable bonds that rely on market-based/International Capital Market Association (ICMA) principles; and • introducing a harmonised threshold for exempting small public offers of securities by replacing the current discretionary EUR8 million threshold with a uniform EUR12 mil - lion exemption (aggregated over 12 months), except where offered cross-border. Member states will have discretion inter alia to set a lower threshold of EUR5 million. The MAR amendments clarify that market- sounding procedures are optional rather than mandatory. Disclosing market participants com - plying with such procedures still benefit from the current safe harbour; however, non-compliance will not create a presumption of unlawful disclo - sure. The amendments also simplify the cleans - ing process by removing the obligation to inform recipients where information has already been publicly announced, and clarify that the defini - tion of market sounding covers disclosures not followed by an announcement of a transaction. Separately, the permitted delayed disclosure of inside information where the delay is not likely to
mislead the public has been replaced by a spe - cific condition that the inside information is not contrary to the most recent public announce - ment or other relevant issuer communication. Securitisation Regulation There were a number of developments regard - ing Regulation (EU) 2017/2402 (as amended; the “Securitisation Regulation”) throughout 2024 that are of relevance to Irish issuers. Some of the most important are outlined below. The Securitisation Consultation On 9 October 2024, the European Commission launched a targeted consultation on the current EU securitisation framework (the “Securitisation Consultation”). The Securitisation Consultation looked for feedback from stakeholders (includ - ing institutional investors, issuers, originators, sponsors, arrangers and retail investors) on the EU securitisation framework. It asked general questions of stakeholders concerning: • the effectiveness of the securitisation frame - work; • the impact on SME finance; • the scope of application of the Securitisation Regulation; • the functioning of the securitisation market; and • wider aspects that may affect securitisation activity and various segments of the securiti - sation market. The Securitisation Consultation also asked more specific questions of stakeholders, including in relation to: • costs incurred by investors in complying with due diligence requirements; • the definition of public securitisation;
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