20 June 2003

ESBG response to CESR’s Consultation Paper on Implementing Measures for the Prospectus Directive

The European Savings Banks Group (ESBG) welcomes the changes made in the Banks Registration Document, but nevertheless believes that CESR’s current advice still leaves some room for improvements. Three issues are of particular concern to the ESBG regarding the draft implementing measures proposed by CESR in April and May 2003.

Use of the International Accounting Standards (IAS):
CESR proposes that after its admission to trading, an issuer should restate or reconcile its consolidated financial statements for the previous year or possibly two years according to the standards adopted pursuant to the IAS Regulation. The ESBG proposes to delete section 35 of the proposed advice for the time being.

Banks Registration Document – inclusion of the cash flow statement:
For companies using the local GAAP, CESR recommends to impose the disclosure of minimum information. In particular, CESR proposes to oblige those companies using their local GAAP to include in the audited financial information a cash flow statement. The ESBG is of the opinion that this requirement is both disproportionate and outside the scope of level II implementing measures. The ESBG suggest that the requirement should be deleted.

Banks Registration Document – interim financial information:
The obligation of making public half-yearly financial reporting is not a problem for issuers that fall under the scope of the forthcoming Transparency Directive, since this obligation is prescribed by the proposal for a Directive issued by the Commission in March 2003. Nevertheless, as many issuers do not fall under the Transparency Directive, the ESBG believes that these issuers should not be obliged to produce such statements further to level II implementing measures. Considering the very heavy burden that issuing half-yearly reports represents for small credit institutions, the ESBG suggests deleting section 11.6.2, or at least limiting its scope to listed credit institutions.

Position paper

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