The New EU Listing Regime and its Impact on Sovereign Debt Issuers

By 1 July 2005, Member States of the European Union ("EU") were required to enact domestic laws to comply with the new EU listing regime embodied in the new Prospectus Directive.1 The Prospectus Directive, together with the Transparency Obligations Directive2 ("TOD"), is at the heart of the EU's campaign to create an integrated securities market, and will harmonise prospectus qualification rules across the European Economic Area ("EEA").3 It is intended that it will be easier and less expensive for issuers to raise capital across the EU by enabling a prospectus to be approved in one EEA state and passported throughout the EEA. Furthermore, a uniform disclosure regime should reinforce investor protection by the application to issuers who have securities admitted to an EEA-regulated market of International Financial Reporting Standards ("IFRS") and uniform minimum disclosure rules under the TOD.