When drawing up a prospectus or an AIM
admission document, the issuer is required, in accordance with
Prospectus Rule Annex III item 4.11, to include information on
taxes on the income from securities withheld at source.
On 20 June 2012, ESMA published the 14th
version of its Prospectuses - Questions and Answers
document, which contained an amendment to question 45 in respect of
withholding tax. ESMA clarified that, in addition to the country of
the issuer's registered office, the disclosure should cover the
country or countries where the prospectus has been approved and to
which the prospectus is going to be notified. This can be applied
in respect of AIM admission documents.
As the issuer is not required to include a
full disclosure of the tax regime in each country where the offer
is made or admission to trading is sought, ESMA strongly recommends
that the prospectus or AIM admission document includes a statement
in the tax section inviting investors to seek appropriate advice on
their specific tax situation.
The ESMA Q&A document can be found
(this is version 15, which reflects the above changes).
Hasan is a Solicitor in the Corporate Group of Field Fisher
Waterhouse LLP in London.