Questions and answers on the regime for prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market

The CNMV has published an updated version of its Q&As on the regime for prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market. The document which is aimed at facilitating the implementation of the Prospectus Regulation (Regulation 2017/1129) has been updated as follows:
New version of Question 2.8: Issuers must make FTs available to the public and file them with the competent authority of their home Member State as soon as possible for each offer of securities to the public, preferably before the offer or admission to a regulated market. After 18 September 2023, CNMV will no longer verify requirements for NESs. Issuers should follow new automatic procedures for filing and publishing FTs through CNMV’s Virtual Office.
Question: How should the final terms be presented to the CNMV?
CNMV response:
As stated in paragraph 5 of Article 8 of Regulation (EU) 2017/1129, final terms (FT), when not included in the base prospectus or in a supplement, must be made available to the public by issuers (in line with the mechanism set out in Article 21) and filed with the competent authority of the home Member State as soon as possible when each offer of securities to the public is made, and, if possible, before the launch of the offer or admission to trading on a regulated market.
After 18 September 2023, the date of entry into force of Article 63 of the LMVSI, the CNMV stops verifying the requirements for the admission of NESs and therefore, with regard to FTs, the only obligation of issuers before the CNMV, as the competent authority of origin, will be their presentation in accordance with the terms established in the aforementioned article.
In order to comply with such obligation as swiftly as possible, a new automatic procedure is established for the filing, deposit and publication of the FTs, through the CFP procedure of the CNMV’s Virtual Office.
Issuers requesting the approval of a base prospectus must, sufficiently in advance, register with the aforementioned procedure and prepare an XML file which will subsequently be used to send the Final Terms (PDF + associated metadata).
Updates to Question 6.3: The general time frame for approval of a prospectus is approximately 10 working days from the presentation of the draft prospectus. However, the CNMV aims to have shorter deadlines for non-equity securities for qualified investors, with specific timelines provided for comments on FTs and approval of prior files.
Question:
What is the time frame for approval of a prospectus?
CNMV response:
In general, the time frame for scrutiny and approval by the CA of a prospectus for a publicoffering or for admission to trading on a regulated market is 10 working days from thepresentation of the draft prospectus, as established at EU level in Article 20 ofRegulation 2017/1129. A prospectus drawn up voluntarily in accordance with Article 4 of theaforementioned Regulation would also be subject to this time frame.
In the more specific area of issuance of non-equity securities for qualified investors, the CNMV has for years been committed to improving the review and approval procedures, withshorter deadlines than those provided for in EU regulations. Specifically, the deadlines are:- 3 business days for the submission of comments on the FTs (2 business days in the caseof subsequent comments) and verification of the admission requirements will be carriedout within 2 business days from receipt of the documentation.- of 5 business days for the submission of comments on the RDs for non-equity wholesale-type securities and for base prospectuses as long as the issuer provides a draft highlightingthe changes with respect to the last base prospectus approved by the CNMV. The CNMV will shall approve the above prior files within a deadline 5 business days from after the receipt of the full correspondingdocumentation, including the final draft of the information prospectus, under theconditions described in question 6.4.
New version of Question 9.4: Documents required for the approval of prospectuses for admission of non-equity securities include an electronically signed request, a prospectus with electronic signatures, and consolidated annual accounts of the issuer and guarantor if applicable.
Question: What documents must be provided if there is a request for approval of prospectus for admissionof non-equity securities?
CNMV response:
The documents to be provided will be as follows:
The request electronically signed by the person appearing as authorised at the Virtual Office of the CNMV.
Prospectus electronically signed by the person responsible named on the latter, including information relating to the articles of association of the issuer and the guarantor, where applicable.
Consolidated annual accounts (or individual if not consolidated) of the issuer and, where applicable, of the guarantor if they are not registered with the CNMV. The period for historical financial reporting shall be the period mentioned in the corresponding Annex to the Delegated Regulation 2019/980.
New answer to Question 9.6: No formalities are required for the admission of non-equity securities subject to the exception of all information requirements as per the Spanish Royal Decree implementing the LMVSI.
Question: What documents must be provided if there is a request to process the case file of an admission ofnon-equity securities subject to the exception of all information requirements pursuant to theprovisions of the Spanish Royal Decree developing the MVSI?
CNMV response: None. As of 18 September 2018, date of entry into force of Article 63 of the LMVSI, no furtherformalities with the CNMV are required.
Minor changes to the introduction and Questions 2.2, 2.6, 2.7, 2.10, 3.4, 6.1, 8.3, 9.1, 9.2, 9.3, 9.5.