Introduction

This Guidance Note shall apply to all securities listed on the European Wholesale Securities Market. The information contained herein aims to give interested persons an overview of the salient changes introduced by the Delegated Regulation which would be relevant to the wholesale market. While every effort has been made to avoid errors and omissions, this Guidance Note is purely informative and should not be treated as a substitute for reading the Delegated Regulation and obtaining professional legal advice.

On 2 April 2012, the European Commission published its draft Delegated Regulation to amend Regulation (EC) No. 809/2004 (Prospectus Regulation). The delegated Regulation is expected to enter into force on 1st July 2012. The purpose of this Guidance Note is to explain the MFSA’s position regarding transitional provisions (PART A), to clarify the MFSA’s position regarding Supplements (PART B) and to explain the main changes proposed by the European Commission relevant to wholesale non-equity securities (PART C).

The main changes proposed by the European Commission which are relevant to wholesale nonequity securities are the categorisation of information from the securities note schedules intothree categories with the objective to clarify which information should be  included in a Base Prospectus and which information is to be included in the Final Terms. Moreover, the draft Delegated Regulation details the information to be included in the Final Terms. A more detailed explanation of these changes is found in Part C of this Guidance Note.

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