EU Regulation Regarding Packaged Retail and Insurance Based Investments Products ("PRIPS")

Published 7 Oct 2016

Overview

The European Parliament has passed Regulation (EU) No 1286/2014, being the Regulation on Key Information Documents (“KIDs”) for PRIIPs, herein referred to as the “KIDS Regulation”. 

The entry into force of the KIDS Regulation is expected to require significant action of, amongst others, substantially all investment companies whose shares have been admitted to trading on an investment exchange domiciled in the EU including, but not limited to, the London Stock Exchange’s Main Market, Specialist Fund Segment and Alternative Investment Market, the Irish Stock Exchange and NYSE EuroNext, and any other investment entity whose shares, units, limited partnership interests etc. are marketed to, or otherwise made available for acquisition to, retail investors domiciled within the EU.  N.B. “Retail investors” is a widely drafted term and may potentially include underlying beneficial owners where the registered holder is a financial institution acting as agent or bare nominee.  

Form and content of document to be produced : 

The key obligation of the KIDS Regulation will be for each affected Issuer to prepare a key information document (a “KID”) and to publish that document on the Issuer’s website, so that it is publicly available to investors and prospective investors, IFAs, distributors etc.  The KID must be a maximum of three A4 pages in size and which must include a specified heading, explanatory statement and specified sub-sections with specified headings, together with certain specified information.  

However, although the KIDS Regulation itself is extremely prescriptive as regards the form and content of KIDs, it also provides that The European Securities and Markets Authority is to prepare subsidiary “technical standards” for subsequent approval by the EU Parliament.  Those technical standards will further prescribe the information to be disclosed and the method of calculation of the relevant financial data to be included in the KIDs.  

Those technical standards were due to be finalised by 31 December, 2015, but the first draft was rejected by the EU Parliament and they have not yet approved and made public the final version of the technical standards to be followed, so it is not yet possible to confirm all information which will need to be included, nor how financial data to be included in the KID is to be calculated.

The FCA has issued guidance on who PRIIPs affects and the required information to be disclosed in a KID, this can be viewed at https://www.fca.org.uk/firms/priips-disclosure-key-information-documents.

Timing of Implementation :

Based on public statements made by the EU Commission, Parliament and ESMA to date, the KIDS Regulation is due to enter into force on 1 January 2017 so that, unless its entry into force is delayed, all of the following action will need to be taken by that date.  However, many market participants are expecting, or at least hoping, that the implementation date will be delayed, because the detailed technical standards have not yet been finalised or published and, even if they are approved and published in October, this will leave very little time for issuers to prepare their KIDs.  JTC are monitoring this closely and will confirm directly to our clients once the technical standards have been published and the implementation date confirmed.  Conversely, we will also notify any delay of the implementation date, so that our clients avoid any unnecessary costs.

IMPLEMENTATION ACTION REQUIRED IN DUE COURSE:

Each Issuer will need to agree which party/ies are to be instructed to prepare the KID and to agree with them any fees to be charged for such services.  Once the KID has been prepared, the Board of Directors will need to approve the KID and instruct its uploading to the Issuer’s website or the relevant section of a third party’s website allocated to the Issuer for such purposes.  Please note that under the KIDS Regulation, the Issuer is responsible for preparation and publication of the KID and its content, but not for the consequences of the actions of any third parties which may use the KID to market shares, units or partnership interests in the Issuer to their clients, nor for any presentations they may make and / or any further information which those third parties choose to provide to their clients. The KID will need to be considered periodically to ensure that it remains valid  and is expected to need to be restated and republished at least annually, but this is not yet certain.

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