News 07/02/25

Points of attention for prospectuses in 2025

The Dutch Authority for the Financial Markets (AFM) expects, as in previous years, a peak in requests for updating (base) prospectuses in the first months of 2025. In order to support issuers and contribute to a smooth and efficient approval process, we would like to inform you about some specific points of attention that the AFM will focus on in 2025 when assessing (basic) prospectuses and supplements.

In short

New requirements due to EU Listing Act

The EU Listing Act will bring significant changes to the prospectus regulation in the coming years. The changes will be implemented in three phases. The first phase came into effect on 4 December 2024. There are already some amendments applicable that affect the content of the prospectus and are therefore relevant to take into account when drawing up prospectuses and supplements. Examples include amendments related to the risk factors, and the possibility to incorporated by reference future financial information.

Increased focus on risk factors and future financial information

The EU Listing Act also amended Article 16 of the prospectus regulation. This article covers risk factors. We will therefore particularly focus on the risk factor disclosure in our review of prospectuses.

In addition, one of the alleviations for issuers is that a supplement is no longer required to supplement their base prospectus(es) when new annual or interim financial information is published. This financial information can be incorporated by reference instead.

Inform AFM about European green bonds in a timely manner

The European Green Bond Regulation came into effect on 21 December 2024. The AFM supervises compliance with this regulation. As the assessment of prospectuses with European green bonds is new to us, this assessment may take longer than usual. We request issuers who wish to issue European green bonds to inform well in advance of their plans to do so.