Publication by ESMA of a statement relating to sustainability disclosures in prospectuses

The FSMA informs about the statement by ESMA concerning sustainability disclosures in prospectuses (please see event#22064). Although the statement is directed at supervisory authorities, ESMA encourages issuers and their advisors to consider these guidelines while preparing prospectuses, especially regarding sustainability-related information.
ESMA’s statement aims to provide clarity on disclosure requirements for sustainability matters in both equity and non-equity prospectuses that include ESG criteria, typically found in ‚green‘ bonds, in line with the Prospectus Regulation and its delegated regulations.
ESMA’s statement serves as a tool to prevent „greenwashing,“ a deceptive practice where companies make misleading sustainability claims. The statement emphasizes that sustainability-related disclaimers should not be used to excuse non-performance of factors under the issuer’s control. For example, disclaimers allowing proceeds to be invested contrary to the prospectus’s project selection criteria should not be included.
FSMA will apply ESMA’s statement when exercising its supervisory powers and granting prior approvals for prospectuses. The FSMA will ensure that disclosed information meets the standards set in the Prospectus Regulation regarding completeness, comprehensibility, and consistency. Particular attention will be paid to ESG securities‘ prospectuses, confirming the use and management of proceeds and the eligibility criteria and assessment procedures for financed projects.
However, the FSMA will not be responsible for verifying the truthfulness or accuracy of the information or the issuer’s compliance with the use of proceeds obligations while examining prospectuses for approval.
To address the risks of greenwashing in advertisements for offers made in Belgium, including those approved by another country’s supervisory authority (passported in Belgium), the FSMA will verify that statements on sustainability align with the prospectus.
The FSMA also draws attention to the EuGB Regulation at the European level for environmentally sustainable bonds. This Regulation standardizes requirements for issuers to designate „European Green Bonds“ and ensures transparency through the allocation of yields, standardized information communication, and external reviews.
The FSMA will be responsible for assessing prospectuses required for issuing products complying with the „EU Green Bond Standard“ once it is published and available on their website’s „Issues of securities“ page. The overall aim of these measures is to foster investor trust, enable evaluation and comparison of sustainability in investments, and mitigate the risk of greenwashing.