On 11 July European Securities and Markets Authority (ESMA) published a statement on sustainability-related disclosures in equity and non-equity prospectuses.
Metrics related to environment, social and governance affect the share price and are becoming equally important as financial results. ESMA’s guidance is here to help investors make informed decisions.
Under the Prospectus Regulation, environmental, social and governance circumstances can constitute specific and material risks for the issuer and its securities and, should be disclosed even if the disclosure requirements in Commission Delegated Regulation 2019/980 (CDR 2019/980)7 do not explicitly refer to sustainability-related matters. The type of sustainability information required will depend on the materiality of the information to an investor.
ESMA recommends that issuers:
🗸 should provide the basis for any statements concerning their sustainability profile or that of the securities they issue, for example, (i) by stating that the issuer or securities adhere to a specific market standard or label and including the material information about that standard or label in the prospectus, (ii) referring to the underlying data and assumptions and/or (iii) by referring to any research or analysis by third parties,
🗸 should not use the sustainability-related disclaimers to excuse non-performance of factors over which the issuer exercises control,
🗸 should clearly define the components of mathematical formulas and, where applicable, clearly describe the product structure.
With respect to green, social and sustainability bonds, ESMA expects disclosure regarding the use of proceeds, and information allowing investors to assess the ambition underlying project evaluation and selection. Issuers should provide details about selected KPIs and sustainability performance targets, and information enabling assessment of the consistency of KPIs and SPTs with relevant science-based targets and the issuer’s sustainability strategy.
Autorka: Aleksandra Polak, adwokat, partner w LSW.