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Lisa Nielsen Board

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Banks and businesses were all rushing to comply with the EU General Data Protection Regulation (GDPR), which came into effect on 25 May 2018. While data protection regulation is not a new concept in the EU, the GDPR significantly expands the rules on using personal data and increases the risks of processing personal data compared to existing legislation. Even deal parties with little or no footprint in the EU may be affected. Failing to comply with the new rules can have serious reputational and financial consequences for a business, including fines for data breaches of up to the maximum of either Euro 20 million or 4% of global turnover.

The term “packaged retail and insurance-based investment product” (PRIIP) captures any product that is:

  1. a packaged retail investment product (PRIP); and/or
  2. an insurance-based investment product (outside the scope of this note).

The UK’s Financial Conduct Authority (FCA) published a consultation paper on 13 July 2017 proposing the introduction of a new premium listing category for commercial companies with a sovereign country shareholder who controls 30% or more of its voting rights. The new category would effect a relaxation of certain aspects of the existing premium listing rules and is widely seen as London’s competitive response to the highly-anticipated IPO of 5% of Saudi Aramco. The deadline for responses is 13 October 2017.

On 8 February 2016, following its review of Turkish legislation governing prospectus disclosure requirements, the European Securities and Markets Authority (ESMA) announced that a share prospectus drawn up according to Turkish laws and regulations and approved by the Turkish Capital Markets Board (the CMB) can constitute a valid prospectus under the Prospectus Directive (PD) for the purposes of its approval by the home competent authority of a Member State within the European Economic Area (the EEA). This follows the CMB’s application to ESMA to assess its prospectus equivalency after the CMB’s recent amendments harmonising Turkish prospectus requirements with EEA standards.

As a result of ESMA’s decision, and in line with Article 20 of the PD, Turkish issuers may therefore now submit their CMB-approved share prospectuses to any EEA competent authority for approval and, pursuant to the EEA passporting regime, once such approval is obtained, the relevant share prospectus may be used for offers to the public and/or admissions to trading on all or any regulated markets in the EEA without further review or disclosure.