Consultation Response on the EU Follow-on Prospectus and the EU Growth Issuance Prospectus

Targeted consultation on the reduced content and the standardised format and sequence of the EU follow-on prospectus and the EU growth issuance prospectus

BETTER FINANCE welcomes the introduction of the EU Follow-on Prospectus (Article 14a) and the EU Growth Issuance Prospectus (Article 15a) under Regulation (EU) 2024/2809, supporting efforts to reduce administrative burdens, enhance accessibility, and improve usability for investors.

To better achieve these goals, BETTER FINANCE recommends:

• Restructuring the format and sequence of the prospectuses to start with a concise executive summary, followed by key offer terms, issuer strategy, material changes, risk factors, governance and ownership, business overview, and selected financial information.
• Allowing modular and intuitive layouts, focusing disclosures on material updates and avoiding unnecessary repetition of information already publicly available.
• Rejecting alignment with the full prospectus structure, which would undermine the objective of simplification and create unnecessary burdens for seasoned issuers and SMEs.
• Simplifying narrative requirements, using concise, fact-based disclosures aligned with the EU's Accounting Directive (2013/34/EU), and allowing cross-referencing where no material change has occurred.
• Introducing flexibility for non-equity prospectuses by permitting tailored formats for complex instruments and allowing issuers to limit disclosure to a registration document where appropriate.
• Clarifying Annex IV, V, VII, and VIII requirements to focus on truly material information, encouraging visual aids and standardised templates, and allowing exemptions for micro-issuers.

These proposals aim to strike a balance between ensuring investors receive clear and relevant information, while preventing excessive regulatory burdens that could discourage EU companies from accessing capital markets.

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