Partnerblog
1. Introduction
The European capital markets are fragmented across Member States, burdened by high access costs, and governed by a framework that places EU markets at a disadvantage compared with the United States and the United Kingdom, particularly for smaller and growth companies. The EU Listing Act was developed as part of the Capital Markets Union to address these issues.
The package was adopted by the Council in October 2024 and entered into force on 4 December 2024, with certain provisions applying from 5 March 2026 and 5 June 2026. It comprises three instruments: (i) Regulation (EU) 2024/2809, which amends, among others, the Prospectus Regulation (Regulation (EU) 2017/1129) and the Market Abuse Regulation (Regulation (EU) No 596/2014, “MAR“); (ii) a Listing Act Directive amending MiFID II and repealing the Listing Directive; and (iii) a Multiple-Vote Shares Directive. This article focuses on the amendments to the Prospectus Regulation and MAR and more specifically the new exemptions that were introduced, the new prospectus formats and the changes to inside information and delayed disclosure under MAR.
2. New exemptions from the prospectus obligation
The Listing Act is intended to make it easier and cheaper for already-listed issuers to raise additional capital. Regulation (EU) 2024/2809 has introduced two new exemption routes in Articles 1(4) and 1(5) of the Prospectus Regulation for issuers already admitted to trading that wish to raise additional capital without an approved prospectus. Both exemptions apply since 4 December 2024. The offer exemptions in Article 1(4)(da) and (db) apply where the securities are fungible with securities already admitted to trading on a regulated market or an SME growth market; the admission exemptions in Article 1(5)(a) and (ba) are limited to regulated markets, as admission to an SME growth market does not independently trigger a prospectus obligation under the Prospectus Regulation. The two exemptions cover both types of triggers, with exemptions from the offer prospectus obligation contained in the new points (da) and (db) of Article 1(4), and the corresponding exemptions from the listing prospectus obligation contained in amended point (a) and new point (ba) of Article 1(5).
a. The 30% exemption
Article 1(4)(da) and Article 1(5)(a) of the amended Prospectus Regulation
An offer of securities to the public, or an admission of securities to trading on a regulated market, is exempt from the prospectus obligation where the securities are fungible with securities already admitted to trading on the same regulated market and all of the following conditions are met:
- the securities represent less than 30% of the number of securities already admitted, calculated over a 12-month period, of the same type already admitted to trading on that market;
- the issuer is not subject to restructuring or insolvency proceedings (under Directive (EU) 2019/1023 or Regulation (EU) 2015/848); and
- a document containing the information specified in Annex IX to the amended Prospectus Regulation (the “Annex IX document“) is filed in electronic format with the competent authority of the home Member State and made available to the public simultaneously with that filing, in accordance with the publication arrangements set out in Article 21(2).
This exemption builds on the pre-existing admission-only exemption in Article 1(5)(a), which was limited to 20% and did not cover offers to the public. For pure admissions to trading without a simultaneous public offer, the Annex IX document is not required under Article 1(5)(a); that requirement applies only where there is a public offer element.
The exemption also applies, under Article 1(5)(b), as amended, to shares resulting from the conversion or exchange of other securities or from the exercise of rights conferred by other securities, provided those shares are of the same class as shares already admitted on the same regulated market and represent less than 30% over a 12-month period, subject to certain carve-outs in the second subparagraph of Article 1(5).
b. The 18-month track record exemption
Article 1(4)(db) and Article 1(5)(ba) of the amended Prospectus Regulation
A broader exemption is available where the securities to be offered or admitted are fungible with securities that have been admitted to trading on a regulated market continuously for at least 18 months. This exemption is subject to the following conditions:
- the securities to be offered or admitted are not issued in connection with a takeover by means of an exchange offer, a merger, or a division;
- the issuer is not subject to restructuring or insolvency proceedings (as referred to in paragraph (ii) of the 30% exemption above); and
- the Annex IX document is filed and made simultaneously available to the public, in accordance with the requirements set out in paragraph (iii) of the 30% exemption above.
Unlike the 30% exemption, the 18-month exemption imposes no ceiling on the size of the issuance. In practice, this exemption is particularly relevant for established issuers undertaking sizeable secondary issuances.
An important limitation applies to both exemptions: they are only available for securities that are fungible with those already admitted to trading, and accordingly neither exemption can be used for the offer or admission of a new class or type of security.
c. The Annex IX information document
Under the offer-related exemptions in Article 1(4)(da) and (db), and under the 18-month admission exemption in Article 1(5)(ba), the issuer must prepare and publish a short, standardised information document whose content requirements are set out in Annex IX to the amended Prospectus Regulation.
The key formal characteristics of the Annex IX document are:
- it must not exceed 11 pages of A4 when printed;
- it must be presented in a clear, readable format;
- it must be drawn up in the official language(s) of the home Member State, or in another language accepted by the competent authority of the home Member State; and
- it must be filed in electronic format with the competent authority of the home Member State simultaneously with its public availability; it is therefore not subject to prior scrutiny or approval.
The Annex IX document must contain, in summary: the issuer’s basic identifying information, a responsibility statement, a confirmation that the document is not an approved prospectus, the reason for the issuance and intended use of proceeds, issuer-specific risk factors, and the key characteristics of the securities (including ISIN and, for shares, dilution information). Where there is a public offer, the issuer must also confirm that it is not delaying disclosure of inside information under MAR and must set out the terms and conditions of the offer.
3. IPO mechanics: shorter timelines, mandatory electronic delivery, and extended withdrawal right
The Listing Act also amends the mechanics of the IPO process. Three changes to the Prospectus Regulation, each in force since 4 December 2024, deserve mention:
- Publication timing: For the initial admission to trading on a regulated market, the prospectus must be made available to the public at least three working days before the close of the offer period, reduced from the previous requirement of six working days (Article 21(1) of the amended Prospectus Regulation).
- Electronic delivery: Under amended Article 21(11), a copy of the prospectus must be delivered electronically to any potential investor, upon request and free of charge, and the previous obligation to deliver printed copies upon request is abolished.
- Supplement withdrawal right: Where a supplement to an approved prospectus is published, investors who have already agreed to purchase or subscribe for the relevant securities are entitled to withdraw their acceptances within three working days of the publication of the supplement (extended from the previous period of two working days), pursuant to amended Article 23(2), provided the new factor, material mistake, or inaccuracy that gave rise to the supplement arose before the closing of the offer period or the delivery of the securities, whichever occurs earlier.
4. New prospectus formats: EU Follow-on Prospectus and EU Growth Issuance Prospectus
Where none of the exemptions discussed above are available and an approved prospectus is still required, the Listing Act introduces two new standardised prospectus formats that are shorter and less costly to prepare than a full prospectus. These formats, available from 5 March 2026, replace the simplified secondary issuance prospectus that previously existed under Article 14 and the EU Growth Prospectus under Article 15, respectively.
a. EU Follow-on Prospectus (Article 14a):
The EU Follow-on Prospectus is the successor to the former simplified prospectus for secondary issuances under old Article 14. It is designed for issuers with an established listing track record: to be eligible, the issuer’s securities must have been admitted to trading on a regulated market or an SME growth market continuously for at least 18 months preceding the date of the new offer or admission. The format is equally available to issuers seeking to transfer from an SME growth market to a regulated market, provided they satisfy the same 18-month continuous admission requirement on the SME growth market, as well as to offerors of securities that meet those criteria.
The EU Follow-on Prospectus can be used for both offers to the public and admissions to trading. Where the prospectus relates to shares, it may not exceed 50 sides of A4-sized paper when printed, although this limit excludes the summary, information incorporated by reference, and certain other prescribed categories of additional information. Existing regulated disclosures can be incorporated by reference rather than reproduced in full, which helps keep the document concise while ensuring that investors retain access to the full body of information.
b. EU Growth Issuance Prospectus (Article 15a)
The EU Growth Issuance Prospectus takes the place of the former EU Growth Prospectus under old Article 15 and is tailored to smaller issuers for whom the cost and complexity of a standard prospectus can be prohibitive. It is available to SMEs as defined in the Prospectus Regulation, to issuers whose securities are admitted or are to be admitted to trading on an SME growth market, and to certain other smaller unlisted issuers that fall below the relevant size thresholds.
One important limitation is that the EU Growth Issuance Prospectus is not available to issuers whose securities are admitted, or are to be admitted, to trading on a regulated market; such issuers must instead use either the standard prospectus or, where they qualify, the EU Follow-on Prospectus. As to length, where the prospectus relates to shares, it is subject to a maximum of 75 sides of A4-sized paper when printed, somewhat longer than the 50-page cap applicable to the EU Follow-on Prospectus, reflecting the fact that these issuers may have less publicly available information and therefore need more room for disclosure. The same categories are excluded from the page count as under the EU Follow-on Prospectus (see Section 4(a) above).
5. New EU-wide small-offer threshold
A further issue has been the wide variation among Member States in the thresholds below which no prospectus is required for smaller public offers. From 5 June 2026, the current patchwork of national thresholds will be replaced by a harmonised dual-threshold system under amended Article 3 of the Prospectus Regulation:
- Offers to the public with a total aggregated consideration of less than EUR 12,000,000 per issuer or offeror, calculated over a period of 12 months, are exempt from the obligation to publish a prospectus (Article 3(2)).
- By way of derogation, Member States may instead apply a lower threshold of EUR 5,000,000, subject to notification to the Commission and ESMA (Article 3(2a)).
Previously, Member States could set thresholds anywhere between EUR 1,000,000 and EUR 8,000,000, which created unnecessary complexity for cross-border transactions; the harmonised threshold removes that difficulty. Note that this exemption applies solely to the offer prospectus obligation and that it does not automatically exempt the issuer from the listing prospectus obligation that arises independently from an application for admission to trading on a regulated market. Where an issuer relies on this exemption for the offer but simultaneously seeks admission to trading, the listing prospectus obligation under Article 1(5) must be assessed separately.
6. Amendments to MAR
The Listing Act also introduces targeted amendments to MAR in the areas of market soundings, PDMR dealing, and inside information during protracted processes.
a. Market soundings
Under the pre-existing MAR framework, it was unclear whether failure to follow the Article 11 market sounding procedure gave rise to a presumption of unlawful disclosure of inside information, and the Listing Act amendments clarify this point.
The market sounding regime in Article 11(4) of MAR is now expressly characterised as optional: compliance with Article 11(4) provides a safe harbour, meaning that the disclosure is deemed to have been made in the normal exercise of the disclosing party’s employment, profession, or duties. Conversely, non-compliance does not, in itself, create a presumption of unlawful disclosure. The record-keeping and notification obligations in Article 11(3) and (6) remain mandatory for all disclosing market participants, regardless of whether they follow the Article 11(4) procedure.
In addition, the definition of market sounding in Article 11(1) is broadened to cover communications made prior to the announcement of a transaction, if any, thereby removing the previous ambiguity around exploratory conversations that do not ultimately lead to a transaction announcement.
b. PDMR dealing: raised notification threshold and broader closed-period exceptions
Notification threshold: The threshold above which persons discharging managerial responsibilities (PDMRs) and closely associated persons must notify their transactions is raised from EUR 5,000 to EUR 20,000 per calendar year (Article 19(8)). Competent authorities may increase this to EUR 50,000 or decrease it to EUR 10,000, subject to informing ESMA (Article 19(9)).
Closed-period exceptions: Two substantive changes have been introduced to the closed-period regime:
- The existing exceptions to the closed-period prohibition which cover exceptional circumstances (such as severe financial difficulty) and employee share or saving schemes are extended to financial instruments other than shares, resolving the previous ambiguity for PDMRs holding options, convertibles, or other equity-linked instruments (Article 19(12) as amended).
- A new mandatory carve-out in Article 19(12a) requires issuers to permit PDMRs to trade during a closed period where the transactions do not involve active investment decisions by the PDMR, result exclusively from external factors or third-party actions, or are based on predetermined terms. Examples include the exercise of derivatives agreed outside the closed period, inheritances or gifts, and transactions under a discretionary asset management mandate by an independent third party.
c. Inside information and delayed disclosure: revised regime for protracted processes
Under the existing MAR framework, an issuer must disclose inside information relating to intermediate steps in a protracted process as soon as possible, unless it can rely on delayed disclosure under Article 17(4). This has caused practical difficulties, particularly in identifying when an intermediate step itself constitutes inside information and whether delayed disclosure remains permissible. With effect from 5 June 2026, Article 17 of MAR will be amended, whereby the key changes are as follows:
- Protracted processes and intermediate steps: The disclosure obligation under Article 17(1) applies only to the final circumstances or event that a protracted process intends to bring about or results in, and the issuer must disclose that information as soon as possible after those final circumstances or that final event have occurred. There is no obligation under revised Article 17(1) to disclose intermediate steps, which are instead subject to a confidentiality obligation under new Article 17(1a), pending disclosure of the final event. The Commission may adopt delegated acts setting out a non-exhaustive list of final events and the moment when each is deemed to have occurred.
- Condition for delayed disclosure: The condition for legitimate delay under Article 17(4) will be reformulated. Previously, delayed disclosure required that the information was not “likely to mislead the public,” whereas under revised Article 17(4)(b), the condition is that the inside information must not contradict the issuer’s most recent public communication on the same matter. The Commission may adopt delegated acts listing situations in which delayed information would be in contrast with prior public communications. In practice, this means that an issuer that has communicated publicly on a matter must ensure that any inside information whose disclosure it delays does not contradict those prior statements. Disclosure committees will need to maintain an updated record of the issuer’s most recent public communications on every live topic involving inside information, and actively assess at each decision point whether continued delay remains consistent with that record.
- Non-disclosure of intermediate steps: New Article 17(4a) makes explicit that non-disclosure of inside information related to intermediate steps, in accordance with revised Article 17(1), is not subject to the requirements of Article 17(4), thereby removing the previous uncertainty as to whether a delayed disclosure notification had to be made for each intermediate step.
7. Conclusion
Several of the Listing Act amendments are already in force and should now be reflected in day-to-day practice. The new prospectus exemptions under Articles 1(4)(da) and (db) and Article 1(5)(ba) have been available since 4 December 2024, and are relevant to a broad range of secondary issuances. Likewise, the new EU Follow-on Prospectus and EU Growth Issuance Prospectus formats have been available since 5 March 2026.
The most significant changes still ahead are the harmonised EUR 12 million small-offer threshold and the revised regime on inside information and delayed disclosure under Article 17 of MAR, both applying from 5 June 2026. These amendments will require issuers to review and adapt internal disclosure procedures, particularly around the tracking of public communications and managing protracted processes.
The ambitions behind the Listing Act, lowering the cost of accessing public markets and improving the competitiveness of EU listings, are clear. Whether these objectives are achieved will depend on market adoption, supervisory expectations, and how issuers integrate the new requirements into their existing governance and disclosure frameworks.
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