Central Bank publishes Consultation Paper on amendments to Central Bank Prospectus Rules and consolidation into Central Bank (Investment Market Conduct) Rules

On 10 December 2018, the Central Bank published a Consultation Paper (CP 127)  on proposed amendments to the Central Bank Prospectus Rules and their consolidation into Central Bank (Investment Market Conduct) Rules. The Central Bank invites stakeholders to provide comments on the questions raised in the Consultation Paper on or before 11 March 2019. 

CP Number : CP127 
Date : 10 December 2018
Closing Date : 11 March 2019 

CP 127 Consultation on amendments to Prospectus Rules and consolidation into Central Bank (Investment Market Conduct) Rules

Background 

1. The Companies Act 2014 provides that the Central Bank of Ireland (the Central Bank) may make rules imposing requirements: 
    - so as to secure that the provisions of Irish prospectus law are complied with; and 
    - so as to secure the effective supervision by the Central Bank of activities of the kind to which Irish prospectus law relates.
2. The Central Bank has exercised this power by issuing Prospectus Rules, which are available on the Central Bank website (Prospectus Rules are set out in Annex 1 of the Prospectus Handbook which is available here). On 19 November 2018, the Central Bank published the latest version of its Prospectus Handbook, effective from that date. The Prospectus Handbook is the Central Bank's guide to the process it applies for the review, approval and publication of a prospectus that is required to be published in connection with an offer of securities to the public in Ireland, or an admission of securities to trading on the Main Securities Market of the Irish Stock Exchange plc (now trading as Euronext). The revised version was updated to reflect system changes as a result of upgrades to the Central Bank's document management and workflow system.

Certain amendments to the Prospectus Rules are required as a result of Regulation (EU) 2017/1129 (Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC) (the Prospectus Regulation) which will apply in full from 21 July 2019.

In addition, on 22 June 2018 the Central Bank published a Consultation Paper (CP 121) on amendments to Central Bank Market Abuse and Transparency Rules and consolidation into Central Bank (Investment Market Conduct) Rules (IMC Rules). CP 121 also noted the Central Bank’s intention to consolidate its Prospectus Rules into the IMC Rules in due course.

Proposal 

1. The Central Bank proposes to:
   (a) amend the Prospectus Rules in light of the changes to Irish prospectus law as a result of the Prospectus Regulation; and;
   (b) consolidate the Prospectus Rules into the IMC Rules. 
2. These amendments and consolidation are intended to occur when the Prospectus Regulation is fully in application. The Central Bank note that the Rules attached to the Consultation Paper may be subject to further change depending on the final text of Commission delegated acts and ESMA guidance under the Prospectus Regulation.
3. The purpose of the Consultation Paper is to elicit feedback from stakeholders on these proposals, and in particular on key material amendments or additions proposed to be made to existing Rules. When the consultation process is complete, the Central Bank intends to publish updated IMC Rules (encompassing prospectus requirements). 
4. The Central Bank has not yet issued a Feedback Statement on CP 121, or published a first edition of the IMC Rules consolidating the Transparency and Market Abuse Rules into one document. However, the Central Bank wishes to consult now on the additional topic of the Prospectus Rules, due to the need to update the Prospectus Rules by the application date of the Prospectus Regulation. Further information on the publication of the first edition of the IMC Rules (consolidating Transparency and Market Abuse Rules) will be provided by the Central Bank in due course in the Feedback Statement on CP 121.
5. The Central Bank's Prospectus Handbook will also be updated in due course to take account of the Prospectus Regulation and revised Central Bank Rules.

Format of the Consultation Paper

• Section I of the Consultation Paper contains details of proposed additional requirements to be contained in the IMC Rules in relation to prospectuses.
• Section II of the Consultation Paper contains details of proposed key amendments to the Prospectus Rules.
• The proposed Part 4 of the IMC Rules (setting out only the Prospectus Rules) and accompanying definitions are set out at Schedule A.

Questions for consideration

While the Central Bank is consulting on the full set of proposed Prospectus Rules, it welcome stakeholders’ views in particular on the questions set out in Sections I and II.

Consultation responses

The Central Bank invites all stakeholders to provide comments on the proposed Part 4 of the IMC Rules and on the questions raised in this Consultation Paper.

Stakeholders can make submissions electronically by email to corporatefinancepolicy@centralbank.ie, or in writing to: Investment Market Conduct Rules Consultation, Markets Policy Division, Central Bank of Ireland, PO Box 559, Dublin 1.  Responses should be submitted no later than Monday 11 March 2019.

It is the policy of the Central Bank to publish all responses to its consultations. As all responses will be made available on the Central Bank's website, commercially confidential information should not be included in consultation responses. The Central Bank will send an email acknowledgement to all responses sent by email.

Further Information

For more information in relation to the Central Bank's Regulatory Requirements & Guidance relating to the Prospectus Regulation, see here.

For more information please contact Elizabeth White or any member of the Finance team

Date published: 11 December 2018