Regulatory Requirements & Guidance

Investment Market Conduct Rules

On 21 July 2019, the Central Bank (Investment Market Conduct) Rules (S.I. No. 366 of 2019) came into force.

The Central Bank (Investment Market Conduct) Rules are issued under Part 23 of the Companies Act 2014. Part 4 of the Central Bank (Investment Market Conduct) Rules sets out prospectus requirements imposed by the Central Bank.

The Central Bank (Investment Market Conduct) Rules repeal the Prospectus Rules previously issued by the Central Bank.

Guidance

The Central Bank has issued Guidance on the "Prospectus Regulatory Framework" under Section 1363(8) of the Companies Act 2014.

The Central Bank has also from time to time published communications to industry participants, such as: Responsibility for Information within a Prospectus for Debt Securities (September 2011) - pdf 506KB, Clarification of the requirements pursuant to Article 6 of the Prospectus Directive and relevant law.

The Central Bank has not updated this communication following the coming into application of Prospectus Regulation (EU) 2017/1129. It should be applied to prospectuses drawn up under the Prospectus Regulation to the extent of its correlation with the provisions of that Regulation and implementing Irish law.

The Central Bank may publish further rules and/or guidance in respect of the Prospectus Regulatory Framework in this section of its website.

Prospectus Regulatory Framework Q&A

The Prospectus Regulatory Framework Q&A sets out answers to queries likely to arise in relation to the Prospectus Regulatory Framework. It is published in order to assist in limiting uncertainty. It is not relevant to assessing compliance with regulatory requirements. You should check the website from time to time in relation to any matter of importance to you to see if the position has altered.

On 4th March 2024, the Central Bank published the second edition of the Prospectus Regulatory Framework Questions & Answers document.  This updates and replaces the first edition of the Prospectus Regulatory Framework Q&A  dated 4 August 2017 previously published by the Central Bank.

The Q&As should be applied to prospectuses drawn up under the Prospectus Regulation to the extent of their correlation with the provisions of that Regulation and implementing Irish law.

ESMA Documents and Guidelines

In March 2013, ESMA published the "ESMA update of the CESR recommendations - The consistent implementation of Commission Regulation (EC) No 809/2004 implementing the Prospectus Directive" (Reference: ESMA/2013/319).*

* The Central Bank notes the CESR recommendations relating to specialist issuers were not carried over in the ESMA Guidelines on disclosure requirements under the Prospectus Regulation (see below). However, ESMA is currently considering how to approach the topic of specialist issuers and plans to address these recommendations in the future. In the meantime, ESMA will not rescind the CESR recommendations in this area which means that issuers and their advisors can continue to apply the recommendations relating to specialist issuers.

In October 2015, ESMA published the "ESMA Guidelines on Alternative Performance Measures" (the “APM Guidelines”) (Reference: ESMA/2015/1415). The APM Guidelines are aimed at promoting the usefulness and transparency of Alternative Performance Measures ("APMs") included in prospectuses or regulated information. Adherence to the APM Guidelines will improve comparability, reliability and/or comprehensibility of APMs. The APM Guidelines apply to APMs disclosed by issuers or persons responsible for the prospectus when publishing regulated information or prospectuses on or after 3 July 2016.

In March 2019, ESMA published the "ESMA Guidelines on risk factors under the Prospectus Regulation" (Reference: ESMA31/62/1217).

In July 2020, ESMA published the "ESMA Guidelines on disclosure requirements under the Prospectus Regulation" (Reference: ESMA32/382/1138).

To promote supervisory convergence ESMA publishes and regularly updates a Q&A document available from ESMA’s website.

As a member of ESMA, in considering whether the Prospectus Regulation (EU) 2017/1129 has been complied with, the Central Bank will take into account any relevant guidance or guidelines as set out in the above mentioned ESMA documents.