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Spain

Uría & Menéndez
Madrid

One of the most important innovations of the Royal Decree 2590/1998, of December 7 on Amendments to the Securities Market Legal Regime, has been that which affects offering prospectuses, further developed by Circular 2/1999, of April 22, approving certain models to be used in public issues or offerings of securities.

Under these rules, the types of prospectus which can be registered with the National Securities Exchange Commission (CNMV) are the following:

Complete prospectus: contains all the necessary information on the issuer (incorporation, corporate structure, holdings, business activities, financial situation, etc) and on the offer or issue of securities (including description and nature of the securities offered, profitability, placement and allotment, tax regime, etc).

Continuing prospectus: contains information relating to the issuer, but lacks that relating to the issue or offering. All issuers or offerors may register a continued prospectus. If they do so, they will only be required to register a reduced prospectus, as described below, each time they publicly offer securities.

Reduced prospectus: this can be divided into (a) the issue or offer prospectus and (b) the programme prospectus. The first exclusively refers to a concrete offer or issue in sufficient detail. The reduced programme prospectus is designed to include the plan for the issues and/or offerings by the same entity for the next 12 months. Thereafter, each time the issuer wishes to proceed with one of the issues contained in the plan, it is not required to draft a new prospectus, but rather to file some complementary information with the CNMV.

The maximum validity of the complete and continuing prospectuses is 15 months from the date as of the completion and auditing of the financial statements annexed to them.

Luis de Carlos / Jesús Pérez de la Cruz

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