ESMA · ESMA_QA_907 Published Answer Updated

Order of the information in the prospectus (Updated 09/09/2026)

Regulation
Prospectus Regulation 2017/1129
Topic
Public offer
Submitted
2021-01-28
Answered
2026-09-09

Question

Articles 24, 24a and 25 of Commission Delegated Regulation 2019/980 specify the elements and order of a prospectus and a base prospectus. Is it possible to deviate from the prescribed order? (Updated 09/09/2026)

Answer

The order prescribed by Articles 24, 24a and 25 is mandatory, e.g. this means that the prospectus begins with the table of contents and is followed by the summary, risk factors and the other information referred to in the annexes to Commission Delegated Regulation 2019/980. However, this does not mean that the issuer is prohibited from including an additional brief cover note which contains general information about the issuer and the issue before the items prescribed in Articles 24, 24a and 25 appear in the prospectus. However, such cover note is not a substitute for the summary or the disclosure requirements required by Commission Delegated Regulation 2019/980. In the case of non-equity securities, where an issuer is not under an obligation to include a summary in a prospectus, but wishes to produce an overview section in the prospectus, ESMA considers that issuers may include such an ‘overview’ section in the place where a summary would usually appear. (Updated answer 09/09/2026)   28/01/2021 Subject Matter: Order of the information in the prospectus  Question: Articles 24 and 25 of Commission Delegated Regulation 2019/980 specify the elements and order of a prospectus and a base prospectus. Is it possible to deviate from the prescribed order? Answer: [ESMA 31-62-1258 Prospectuses Q&A nr 14.9] The order prescribed by Articles 24 and 25 is mandatory, e.g. this means that the prospectus begins with the table of contents and is followed by the summary, risk factors and the other information referred to in the annexes to Commission Delegated Regulation 2019/980. However, this does not mean that the issuer is prohibited from including an additional brief cover note which contains general information about the issuer and the issue before the items prescribed in Articles 24 and 25 appear in the prospectus. However, such cover note is not a substitute for the summary or the disclosure requirements required by Commission Delegated Regulation 2019/980. In the case of wholesale non-equity securities, where an issuer is not under an obligation to include a summary in a prospectus, but wishes to produce an overview section in the prospectus, ESMA considers that issuers may include such an ‘overview’ section in the place where a summary would usually appear.

This Q&A is published by European Securities and Markets Authority and is non-binding. It does not constitute legal advice. Updated weekly from official ESA sources.

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