Version in force , Modified +609 −227§
Amended by Regulation (EU) 2024/2809 32024R2809 on EUR-Lex (external, EUR-Lex)
Explanation, written by a model and checked against the cited text
Paragraph 1 now refers to corroboration by the content of the prospectus as a whole rather than by the registration document and securities note, and adds a new subparagraph stating that a prospectus shall not contain risk factors that are generic, that only serve as disclaimers, or that do not give a sufficiently clear picture of the specific risk factors of which investors are to be aware.
The duty to assess materiality and to describe each risk factor is now attributed to issuers, offerors or persons asking for admission to trading in the plural, and the option to disclose the qualitative low/medium/high scale is now expressly stated to be at their choice.
The instruction on ordering risk factors within categories changes from mentioning the most material ones first to listing them in a manner consistent with the materiality assessment, with the cross-reference updated from the second to the third subparagraph.
Cited: Art. 16, v2 (external, EUR-Lex) · Art. 16, v1 (external, EUR-Lex)
v1 is the previous version, v2 this one.
Text from EUR-Lex, before and after
Previous version, in force 9 January 2024 02017R1129-20240109 → this version, in force 4 December 2024 02017R1129-20241204
Article 16
Risk factors
1. The risk factors featured in a prospectus shall be limited to risks which are specific to the issuer and/or and to the securities and which are material for taking an informed investment decision, as corroborated by the content of the registration document and prospectus.
A prospectus shall not contain risk factors that are generic, that only serve as disclaimers, or that do not give a sufficiently clear picture of the securities note. specific risk factors of which investors are to be aware.
When drawing up the prospectus, the issuer, the offeror issuers, offerors or the person persons asking for admission to trading on a regulated market shall assess the materiality of the risk factors based on the probability of their occurrence and the expected magnitude of their negative impact.
Each The issuer, the offeror or the person asking for admission to trading on a regulated market shall adequately describe each risk factor, and explain how that risk factor shall be adequately described, explaining how it affects the issuer issuer, or affects the securities being offered or to be admitted to trading. The Issuers, offerors or persons asking for admission to trading on a regulated market may also disclose the assessment of the materiality of the risk factors provided for referred to in the second third subparagraph may also be disclosed by using a qualitative scale of low, medium or high. high, at their choice.
The risk factors shall be presented in a limited number of categories depending on their nature. In each category category, the most material risk factors shall be mentioned first according to listed in a manner that is consistent with the assessment provided for in the second third subparagraph.
2. Risk factors shall also include those resulting from the level of subordination of a security and the impact on the expected size or timing of payments to holders of the securities in the event of bankruptcy, or any other similar procedure, including, where relevant, the insolvency of a credit institution or its resolution or restructuring in accordance with Directive 2014/59/EU.
3. Where there is a guarantee attached to the securities, the prospectus shall contain the specific and material risk factors pertaining to the guarantor to the extent that they are relevant to the guarantor’s ability to fulfil its commitment under the guarantee.
4. In order to encourage appropriate and focused disclosure of risk factors, ESMA shall develop guidelines to assist competent authorities in their review of the specificity and materiality of risk factors and of the presentation of risk factors across categories depending on their nature.
5. The Commission is empowered to adopt delegated acts in accordance with Article 44 to supplement this Regulation by specifying criteria for the assessment of the specificity and materiality of risk factors and for the presentation of risk factors across categories depending on their nature.