• ESMA issued FAQs on new exemptions for fungible securities in Prospectus Regulation.

Exchange Offers Q: ESMA_QA_2521

• Does the exemption in Article 1(5)(ba) of Prospectus Regulation concern all exchange offers or only exchange offers falling within the scope of the Takeover Directive.

Statement of Continuous Compliance Q: ESMA_QA_2522

• What are the requirements for the statement of continuous compliance with reporting and disclosure obligations under IV in Annex IX to the Prospectus Regulation.
• More specifically, (i) is it possible to add disclaimers to statement, (ii) when is issuer considered to have continuous compliance, (iii) to which time period should statement pertain (does it need to cover whole time issuer securities admitted to trading).
• And (iv) are issuers allowed to use an exempted document if statement is not clean.

Next Steps

• ESMA has not yet provided answers to the questions, but will do so via future update.