10 April 2009

CESR response on review of Prospectus Directive

There is no rationale for maintaining two separate definitions for qualified investors in the Prospectus Directive and the MiFID, CESR notes and calls on the Commission to review the usefulness of a central register.

CESR restricts its response to those issues where CESR members are in common agreement, noting that there is not necessarily unanimity amongst its members on all of the issues presented in the consultation document.

 

Individual CESR members can provide their own separate, individual responses to the Commission’s consultation.

 

CESR welcomes the proposal to amend article 2(1) to include professional clients and eligible counterparties in the definition of qualified investors.

 

Although the Prospectus Directive and the MiFID pursue different objectives, there is no rationale for maintaining two separate definitions for qualified investors, CESR notes.

 

As regards eligible counterparties, based on the analysis carried out by the ESME Group, CESR considers that aligning the definitions does not create any gap or risk for investors, However, CESR draws the Commission on some minor points that should be clarified.

 

Furthermore, CESR calls on the Commission  to review the usefulness of a central register of qualified investors, considering the possibility of eliminating the need for it.

 

With regard to exempt offers, CESR is of the view that deleting the last indent in article 3 (2) PD would not clarify the responsibilities for publishing and updating the prospectus in a retail cascade scenario.

 

Full response

 

© CESR - Committee of European Securities Regulators