8th EU Prospectus Regulation Conference


September 26, 2017, Le Meridien Piccadilly Hotel, London


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08.30 Registration and coffee

09.10 Chairperson’s opening remarks
Amanda Thomas
, partner, Allen & Overy

09.20 ESMA and the European Commission on the progress of the consultation on the Prospectus Regulation Level 2 measures

  • What level of detail is likely to be contained within prospectuses?
  • What areas have ESMA been focused on?
  • Understanding why risk factors are to be tackled by the industry at this stage rather than by ESMA
  • Looking forward to Level 3

Johan van Gruijthuijsen, policy officer – prospectus team, securities markets unit, European Commission

09.45 Regulators’ feedback panel: national regulatory authority views on Level 2 and the impact of Brexit

  • Insights on the:
    • content of prospectuses
    • criteria for and the level of competent authority scrutiny
    • approval process
  • Views on:
    • risk factor disclosure
    • how prospectus summaries will be affected going forward
  • Assessing how Brexit:
    • will change how prospectuses are written
    • could affect passporting for UK approved prospectuses
  • Disclosure requirements for wholesale and retail bonds
    • Is it important to have different disclosure requirements for wholesale and retail bonds?
    • What are the options for differentiating between wholesale and retail bonds?

Moderator: Amanda Thomas, partner, Allen & Overy
François-Régis Benois
, head of listed corporates regulation division, Autorité des marchés financiers (AMF) - France
Ina O’Sullivan
, manager, regulated disclosures – primary markets, Central Bank of Ireland
Gregory Frigo
, supervision officer, Autoriteit Financiële Markten, Netherlands
Stephan Weinandy, deputy head of "section" policy, securities division, BaFin
Nike Trost,
manager - UKLA, Financial Conduct Authority

10.45 Coffee break

11.10 What are the key concerns for industry with the Prospectus Regulation and related legislation?

  • Should issuers be given more discretion to determine the level and contents of disclosure in the prospectus rather than being obliged to comply with any prescribed set of issuer disclosure/building blocks?
  • What concerns are there in relation to the categorisation of risk factors?
  • Appraising the new summary requirements
  • How useful is the new simplified disclosure regime for secondary issuances?
  • Are issuers increasingly looking to list on alternative markets?
  • Third country issuer requirements considered in light of Brexit
  • What other changes in the wider regulatory landscape are affecting issuers and investment banks?
    • How prepared is the industry to comply with the requirements of the EU Benchmark Regulation?
    • Thoughts on MIFiD II and product governance

Moderator: Catherine Wade, primary markets, market practice and regulatory policy, International Capital Market Association (ICMA)
Annie Carpenter
, vice president, Barclays
Julia Machin
, managing senior psl – capital markets, Clifford Chance
Carolyn Boey, director, associate general counsel, legal department – EMEA, Bank of America Merrill Lynch
Richard Johnson, director – head of DCM transaction management, Credit Suisse
Ronan Dunne, senior officer, corporate finance, ESMA

12.30 Lunch

13.45 How will regulated markets be affected by the new PR, Priips, Mifid II product governance, Brexit, and other upcoming regulation? Views from Ireland, the UK and Luxembourg

  • What steps are being taken to create qualified investor only markets or segments of markets in light of the Prospectus Regulation?
  • What does the LSE’s International Securities Market offer the market and will it be enough to ensure that London remains competitive and attractive to issuers post-Brexit?
  • To what extent are issuers looking to alternative markets as a consequence of Brexit?

Moderator: Lachlan Burn, partner, Linklaters
Gerard Scully, director of international primary markets, Irish Stock Exchange
Carlo Oly
, head of issuers and clients, Luxembourg Stock Exchange
Graham Walker,
manager, primary market regulation, London Stock Exchange

14.45 Understanding the interrelationship between Mifid II and the Prospectus Regulation

Issuers now don’t just need to think about what product information they should disclose to investors, but they now also think about whether the product they have designed is suitable for particular investors. With Mifid II very much a key and current focus for many who are also responsible for responding to the Prospectus Regulation, this highly topic session explores the interconnectedness of the two areas.

Penny Miller, partner, Simmons & Simmons
Fatema Caderbhoy, head of X-markets, repack & equity derivatives legal, Deutsche Bank
Ruari Ewing, senior director, primary markets – market practice and regulatory policy, International Capital Market Association (ICMA)

15.35 Coffee break

16.00 Demystifying Priips - an essential and practical guide to the latest position

  • Which products are outside of the scope of the Priips regime and which are not?
  • What does “packaged” mean?
    • Is a vanilla bond with a call option “packaged”?
  • What does ‘making available to retail’ mean?
  • Does listing your product automatically mean it is aimed at the retail market?
  • What should your response be to the Priips Regulation?
  • What actions can you take in order to stay outside the regime?
    • Should you consider using optionality wording?
  • How do the approaches and interpretations differ between UK and continental European issuers?
    • Where do the differences lie?

Andrew Sulston, partner, Allen & Overy
Deborah Resch, senior VP, markets legal, Citi

16.40 Chair’s closing remarks

16.50 Conference ends



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