Author: | Published: 1 Jul 2005

Spain has met the implementation deadline only partially and issuers will face some uncertainty until secondary legislation is implemented. By Yolanda Azanza and José Manuel Cuenca

On March 15 2005, Royal Decree-Law 5/2005 of March 11 (RDL 5/2005) came into force. RDL 5/2005 partially implements the Prospectus Directive (PD) by amending the Spanish Securities Market Act (SMA). Some issues dealt with in the RDL will have to be developed by further secondary regulation.

Obligation to publish a prospectus

In accordance with Article 3(1) PD, the following types of offers will not require the production of a prospectus (unless the relevant securities are intended to be listed) and will not be treated as public offers for the purposes of the SMA:

an offer of securities addressed solely to qualified investors; an offer of securities addressed to fewer than 100 natural or legal persons per member state,...