14 September 2018

Financial Markets in brief – new regulation and other developments

There have been many developments in national and European financial markets regulation during the past two months. We provide a brief overview of these developments, which include a consultation on a draft bill implementing the Prospectus Regulation, a consultation on the MiFID II national regime, and the publication of legislation implementing of the Fourth Anti-Money Laundering Directive in the Netherlands.

Highlighted publications

Draft bill implementing the Prospectus Regulation

The Dutch Ministry of Finance has launched a consultation on a proposed bill and decree relating to the Prospectus Regulation. Since the Prospectus Regulation has direct effect, the proposal removes the rules relating to the offering and listing of securities from the Financial Markets Supervision Act (Wft). As to the supervision of compliance with the Prospectus Regulation, the Dutch financial markets supervisor AFM is the competent authority. The consultation runs until 28 September 2018. The Prospectus Regulation will apply as of 21 July 2019.

ESMA publications on prospectuses

The European Securities and Markets Authority (ESMA) has published its final report containing draft regulatory technical standards on the implementation of certain provisions in the Prospectus Regulation, including:

  • key financial information to be included in the prospectus summary
  • advertisements directed at retail investors
  • requirements to publish supplements to a prospectus.

ESMA has also published two consultation documents under the new Prospectus Regulation. The consultations close on 5 October 2018:

Exemptions for takeovers, mergers and demergers

Issuers may offer securities connected with a takeover, merger or demerger without publishing a prospectus if there is a document available for investors which describes the transaction and its impact on the issuer. ESMA has published draft technical advice regarding the minimum information to be included in this document.

Guidelines on risk factors

ESMA has published draft guidelines on the content and form of risk factors included in a prospectus. According to article 16(1) of the Prospectus Regulation, risk factors must be specific to the issuer and the securities, and be material for taking an informed investment decision. ESMA explains the criteria and gives examples of risk factors that meet the criteria. ESMA emphasises that issuers must disclose quantitative information to illustrate the potential negative impact of a risk factor. Also, mitigating language must not be used within the risk factor disclosures. Finally, the document contains guidelines on the number of risk factors, the presentation of risk factors across categories, and the use of headings.

Minister of Finance launches consultation on MiFID II national regime

Under MiFID II, member states may exempt providers of limited investment services from MiFID II rules under certain conditions. One of the conditions is that these providers be regulated at the national level. The Minister of Finance has launched a consultation on amendments to the national regime in view of MiFID II.

Implementation of Fourth Anti-Money Laundering Directive

The act and the decree implementing the Fourth Anti-money Laundering Directive (4AMLD) have been published in the Bulletin of Acts and Decrees. In addition, the following implementing decree and regulation were published:

  • a ministerial regulation implementing the 4AMLD, which includes the following amendments: life insurers will no longer be exempted from performing enhanced customer due diligence on politically exposed persons residing in the Netherlands, and changes regarding the designation of supervisory authorities.
  • a decree determining which DNB staff members can enforce the implementing act.

The act, decrees and regulation all entered into force on 25 July 2018.

In connection with the 4AMLD implementing legislation, the AFM has published an updated version of its anti-money laundering guide, including revised Q&As on this topic.

DNB has announced that it is working on new guidelines relating to Dutch ALM and sanctions laws. The updated version is currently expected at the end of 2018.

Other publications

EC

EP

EBA

ESMA

EIOPA

ECB

Official Journal EU

MinFin

MinSZW

AFM

DNB

Other