Course dates
|
Early bird price: £1,095
Full price: £1,295 |
As 2013 moves on, the reality of the newly amended Prospectus regime is starting to impact on the market. The amendments, introduced in July 2012, made significant changes to how prospectuses are prepared and used and aimed to lighten the legislative load and ease access to the capital markets for SMEs.
Have they achieved this goal? What are the outstanding implementation issues and how are the national regulators working with ESMA to clarify inconsistencies and uncertainties?
These and other key questions will be debated and discussed at Euromoney Legal Forum’s upcoming 4th Prospectus Directive Conference. It will bring together leading market players from the debt and equity markets, who will share their expert knowledge and experience on the critical issues including:
- How are competent authorities interpreting the Directive’s requirements? To what extent are inconsistencies being resolved?
- What should issuers understand by ‘easily analyzable and comprehensible’? What guidance are national authorities giving on this critical requirement?
- What can and cannot be included in final terms or the base prospectus?
- What triggers the requirement for a supplement?
- How should issuers differentiate between ‘key’ and ‘material’ risks for summaries?
- What are the latest requirements for tax disclosure?
Preliminary Agenda:
Day 1
Tuesday 24th September 2013
08.30 Registration and refreshments
09.00 Opening remarks from the Chair
09.10 Is the Amending Directive achieving its goals?
• What are the goals of the Prospectus Directive and the amending legislation? Are they being achieved?
• To what extent are investors need to be protected – is the legislation meet that requirement?
• How is the market responding? What impact is the regime having on supply and demand in debt and equity issuance?
• How best to address the final implementation issues How consistent are approaches amongst competent authorities when interpreting the Directive’s requirements
09.40 ESMA update: Resolving and clarifying the outstanding questions around implementation
• Clarifying recent advice and guidance on
- Supplementary prospectuses
- Prospectuses for third countries
- Recommendations regarding mineral companies
• Dealing with unresolved questions around the consistency of implementation of the Amending requirements
10.10 UKLA Address: Managing the implementation of the Prospectus rules in the UK
• Reviewing the outcome of consultations on proposed guidance regarding the Prospectus Directive
• The challenges in interpreting the underlying legislation
• Key issues which are awaiting clarification for the market
10.40 Morning refreshments
11.10 Panel: How are member states interpreting and implementing the Amending regime requirements?
• How consistent are approaches amongst competent authorities when interpreting the requirements of the amending Directive?
• Interpreting the legislation – what are the key outstanding issues?
• How has the market responded?
• How best to address the final implementation issues
Viola Tilanus, Senior Supervision Officer, Securities Offerings & Takeover Bids Division, Netherlands Authority for the Financial Markets
12.00 Industry panel: Responding to the changes to the Prospectus regime – what implications is it having for debt and equity issuers?
• Dealing with inconsistencies in interpretation by member states
• Does one size fit all for regulating the wholesale and retail securities markets?
• Practicalities of working within the regime – how to meet the requirement of comprehensibility?
• Is the amended regime affecting product innovation and development? How have levels of issuance been affected?
• To what extent are issuers seeking to avoid the PD?
Jacqueline Steven, Director & Assistant General Counsel, Legal Department – EMEA, Bank of America Merrill Lynch
Nicola Busbridge, Head of Transaction Management Group EMEA, DCM, HSBC
12.50 Lunch
14.10 Ensuring compliance with revised proportionate disclosure requirements under the Amended legislation
• Clarifying the proportionate disclosure regime for rights issues
- what should be included and what is now exempt?
• Analysing the proportionate disclosure regime for SMEs and issuer with reduced market capitalization
• How is the new disclosure regime being implanted by member states?
• How is the market responding?
14.45 Using a prospectus in a retail cascade
• To what extent have the Prospectus requirements for retail cascade offers become more flexible?
• What are the responsibilities of issuers in relation to offers made by intermediaries?
• What are the responsibilities of intermediaries?
• What is consent and when is a new prospectus required?
• What further steps need to be taken to improve the retail cascade requirements?
John Barrass, Deputy Chief Executive, APCIMS
15.20 Afternoon refreshments
15.50 What should be included in a supplement?
• How will the supplement differ from what is already outline in the base prospectus, summary and final terms? Understanding what triggers the supplement requirement
• What restrictions if any exist on the amount or form of information which can be included?
• What guidance is available on the definitions of ‘significant’ or ‘material’ for situations not specifically covered in the draft RTS?
• Clarifying walk-away rights in the context of supplements
• The UKLA’s approach to supplementary prospectuses
16.20 Panel: Is the new more prescriptive regime for final terms meeting the goal of improving investor protection?
• Understand how final terms are different for Prospectuses approved before and after 1st July 2012
• When should final terms be used?
• What is understood by ‘easily analyzable and comprehensively form’?
• How is this increasingly prescriptive approach for final terms impacting on the market?
Carlo Oly, Vice President, Head of Securities and Issuers Department, Luxembourg Stock Exchange
17.10 Closing remarks from the Chairman
17.20 Close of Day One
Day 2:
Wednesday 25th September 2013
08.30 Morning refreshments
09.00 Opening remarks from the Chair
Summaries
09.10 Clarifying ‘key’ vs. ‘material’ risks for Prospectus summaries
• Differentiating between material and key risks
• Understand the approach of the FCA/UKLA
• What should be included and not included, and why?
• Who decides?
09.40 Complying with the requirement for issue specific summaries
• When is an issue specific summary required and what should it include?
• Outlining the UKLA’s approach and the background to it
• Understanding the guidance for wholesale issues under retail programmes
10.10 Clarifying the position regarding withholding tax disclosure
• Understanding the requirements of the regulation
• Outlining the details of the ESMA Q&A 45 from July 2012
• What level of information is required and for which jurisdictions?
10.40 Morning refreshments
11.10 Clarifying the disclosure regime for Prospectuses for convertible or exchangeable debt securities
• Understanding the requirements of the amended Directive
• What is the proposed application of the proportionate disclosure regime?
• What will the new clarification mean for structure products?
• How can providers meet the requirement that the Prospectus be ‘easily analyzable and comprehensible?’
11.50 Discussion: Update on how the PRIPS KID will interact with the Prospectus Directive
• What will the KID look like? How will it compare with the PD summary?
• How will KID overlap with the issue-specific summary?
• What are the implications for the issuance timeframe?
• What are the most challenging aspects of the regime?
Lachlan Burn, Partner, Capital Markets, Linklaters LLP
12.40 Lunch
-
Confirmed speakers:
National Regulators:
- Franҫois-Régis Benois, Head of Regulation, Listed Corporates Division, Autorité des marchés financiers (AMF), France
- Viola Tilanus, Senior Supervision Officer, Securities Offerings & Takeover Bids Division, Netherlands Authority for the Financial Markets
- Rosemary Hanna, Head of Corporate Finance and Client Assets, Central Bank of Ireland
Plus:
- Nicola Busbridge, Head of Transaction Management Group EMEA, DCM, HSBC
- Jacqueline Steven, Director & Assistant General Counsel, Legal Department – EMEA, Bank of America Merrill Lynch
- Carlo Oly, Vice President, Head of Securities and Issuers Department, Luxembourg Stock Exchange
- John Barrass, Deputy Chief Executive, APCIMS
- Lachlan Burn, Partner, Capital Markets, Linklaters LLP
- Dorothee Fischer-Appelt, Partner, Sidley Austin LLP
- Gerard Scully, Director of International Primary Markets, Irish Stock Exchange
- Dr. Thomas Gstaedtner, Director, Head of Legal, Equity Structuring, Structured & Retail Products, Deutsche Bank AG
- Penny Miller, Partner, Simmons & Simmons LLP
- Kyle R. Williams, Executive Director & Senior Counsel, Goldman Sachs
- Rudolf H. Haas, Partner, Latham &Watkins LLP
- Amy Geddes, Partner, Herbert Smith Freehills LLP
Hotel in Central London, London, United Kingdom
Venue and Accommodation Information
All Euromoney Legal Training events are held at four or five star venues in Central London, Zone 1. We strive to provide you with a training environment of the highest quality, to ensure that the whole learning experience exceeds you expectations.
We have selected several venues across Central London, that we are confident meet our strict criteria for quality, service and professionalism. Each venue also offers accommodation for Euromoney Delegates at discounted professional rates.
Your training venue will be confirmed by one of our course administrators approximately 3-4 weeks before the course start date. Euromoney Legal Training can however recommend the following venues:
The Rembrandt, Knightsbridge
The Rembrandt is a spectacular hotel with the timeless ornate architecture and traditional qualities of an Edwardian building. Located in the exclusive area of Knightsbridge, the hotel was originally built as apartments for Harrods, as such all rooms have an individual shape, giving them each their own special feel. Each of the training rooms have natural daylight and a private lobby area.
For more information visit http://www.sarova.com/rembrandt or call +44 (0)20 7589 8100
Millennium Knightsbridge
The four-star deluxe Millennium Hotel London Knightsbridge is situated in the heart of one of the best shopping areas of London. Of all the hotels in Knightsbridge, this Millennium Hotel is amongst one of the most contemporary and stylish Knightsbridge hotels in the area. This Knightsbridge hotel has excellent transport links - only a short walk from Knightsbridge underground station on the Piccadilly line and just 40 minutes from London Heathrow Airport via the underground.
For more information visit www.millenniumhotels.co.uk/millenniumknightsbridge or call +44 (0)20 7235 4377
Crowne Plaza, Kensington
The stylish Crowne Plaza London-Kensington hotel is a short walk from Victorian shopping, royal parks and London's epic museums. All the training rooms are fed with natural daylight with lunch or coffee breaks taking place on their attractive garden terrace.
For more information visit http://www.ichotelsgroup.com/crowneplaza/hotels/us/en/london/lonke/hoteldetail or call +44 (0)20 7373 2222
London Marriott Hotel, Kensington
Located close to Central London in the heart of Kensington, the London Marriott Kensington is perfectly situated for the best shopping and tourist attractions.
For more information visit http://www.marriott.co.uk/hotels/travel/lonlm-london-marriott-hotel-kensington
The Regency Hotel, Kensington
The hotel is conveniently located for all major transport links, such as London’s Heathrow, Gatwick and Stanstead airports, all major London train stations, and is a short walk from the nearest tube station (South Kensington, Piccadilly Line).
For more information visit www.londonregency.com or call +44 (0) 207 373 7878
Radisson Edwardian, Central London
The Radisson Edwardian offers a wide range of venues and accommodation across Central London, including such famous London areas as Covent Garden, Leicester Square and Mayfair. Each location offers 4-star accommodation and training facilities.
For more information visit www.radissonedwardian.com or call +44 (0)800 37 44 11
Euromoney Legal Training has also appointed approved and independent booking agencies to help you find the best location for you to stay during your time in London:
Venue Search UK
All the delegates have to do is telephone +44 (0)20 8541 5656 or email beds@venuesearch.co.uk and say that they are a Euromoney delegate!
Zibrant
Zibrant offer a huge range of hotels across London and can find you accommodation as close to your training venue as possible. They will ensure that you receive preferential rates as a Euromoney delegate. Go to www.zibrant.co.uk/euromoney for more details. Alternatively you can email your enquiry to euromoney@zibrant.co.uk or call +44 (0) 1332 285 521.
Euromoney Legal Training strongly recommends that you do not book your accommodation until you have received full course confirmation.
If you require any further information, please contact us:
Euromoney Legal Training
Nestor House
Playhouse Yard
London
EC4V 5EX
United Kingdom
Tel: +44 (0) 207 779 8601
Fax: +44 (0) 207 779 8599
legaltraining@euromoneytraining.com
Interested in holding this course in-house? Please fill out your details and a member of our team will be in touch with more information.
Course dates