5.9 Listing and the Information Management Regime 203Even the base prospectus for non-equity securities is important. The prospectus
can, at the choice of the issuer, offeror, or person asking for the admission to
trading on a regulated market, consist of a base prospectus. The base prospectus
will then have to contain all relevant information concerning the issuer and the
securities. The difference between a base prospectus and a normal one is that the
information given in the base prospectus will be supplemented with updated
information. The base prospectus makes it possible for issuers to react fast to
market developments. Such a shelf-registration process was one of the Directive’s
most successful innovations.^312
For example, issuers of so-called “certificates” (Zertifikat) on the German market tend to
publish a base prospectus (Basisprospekt).^313 This has made the process of issuing those
securities faster and increased both product development and the size of the certificates
market.
The prospectus must contain information about persons responsible (for
prospectus liability, see Volume I). The persons responsible for the prospectus
must be clearly identified in the prospectus by their names and functions or, in the
case of legal persons, their names and registered offices the persons responsible
must declare that, to the best of their knowledge, the information contained in the
prospectus is in accordance with the facts and that the prospectus makes no
omission likely to affect its import. The summary is governed by a more limited
civil-liability regime.^314
Historical financial information, third country issuers. Historical financial
information must generally be drawn up in accordance with IFRS. Third country
issuers must prepare financial information in prospectuses according to IFRS or a
third country’s national accounting standards, provided that those standards are
equivalent to IFRS. The Commission is required to set up a mechanism for the de-
termination of the equivalence of the required information.^315 Regulation
1569/2007^316 lays down the conditions under which the GAAP of a third country
may be considered equivalent to IFRS.^317 There is a transitional period.^318 US
(^312) Moloney N, EC Securities Law. OUP, Oxford (2008) p 146.
(^313) See 6 § of the Securities Prospectus Act (Wertpapierprospektgesetz, WpPG) and § 48a
BörsZulV.
(^314) Article 5(2) of Directive 2003/71/EC (Prospectus Directive): “... The summary shall
also contain a warning that: ... (d) civil liability attaches to those persons who have ta-
bled the summary including any translation thereof, and applied for its notification, but
only if the summary is misleading, inaccurate or inconsistent when read together with
the other parts of the prospectus ...”
(^315) Article 23(4) of Directive 2004/109/EC (Transparency Directive).
(^316) Regulation 1569/2007 establishing a mechanism for the determination of equivalence of
accounting standards applied by third country issuers of securities pursuant to Directives
2003/71/EC and 2004/109/EC.
(^317) Article 1 of Regulation 1569/2007.
(^318) Article 4 of Regulation 1569/2007.