The Law dated 10 July 2005 on the prospectuses for securities (the “Law”), implementing the Directive Prospectus of 2003/71/EC (as amended by Directive 2010/73/EC) requires every significant new factor, material mistake or inaccuracy relating to the information included in the prospectus which is capable of affecting the assessment of the securities and which arises or is noted between the time when the prospectus is approved and the final closing of the offer to the public or, as the case may be, the time when trading on a regulated markets begins, whichever occurs later, to be mentioned and published in a supplement to the prospectus.
No further clarification in this regard was contained in the Directive or the Law.
In order to ensure consistent harmonization between the EU member states, the European Commission published its Delegated Regulation N°382/2014 (which is directly applicable in all members states) specifying the minimum situations(1) where publication of supplements to the prospectus is required.
For example, a supplement to the prospectus shall be required in the following circumstances: a change of control of the issuer; when the financial position or the business of the issuer is likely to be affected by a significant financial commitment; any amendments to implicit or explicit figures constituting profit forecasts or profits estimates which are already included in the prospectus, etc.
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(1) The preamble of the Delegated Regulation mentions that it is not possible to identify all the situations in which a supplement to the prospectus is required as this may depend on the issuer and securities involved. In other words, supplements to the prospectus may be required in situations other than those stipulated in this Delegated Regulation.
