Changes to the Prospectus Regulation made by the Listing Act

Published on Nov 20, 2024

On October 8, 2024, the EU Council approved the Listing Act, a package of legislative measures designed to simplify and make it more attractive for companies to access the capital markets of the European Union (EU), especially for SMEs. See Post | The EU Listing Act has been published.

One of the legislative measures included in the Listing Act is Regulation (EU) 2024/2809, which, among other things, reviews Regulation (EU) 2017/1129 (the "Prospectus Regulation"). The changes to the Prospectus Regulation will generally apply in all Member States, including Spain, from December 4, 2024. However, some provisions will not apply until March 5, 2026 or June 5, 2026 as they require additional guidance or Level 2 measures to be established.

Below, we summarize the key changes made to the Prospectus Regulation:

  • - Expanded exemptions from the requirement to publish a prospectus, such as the increase of the thresholds triggering the need to publish a prospectus and expanded exemptions for fungible securities.
  • - Standardization and simplification of the content and format of the prospectus.
  • - Introduction of the possibility to incorporate future annual or interim financial information during the life of the prospectus without the need to submit a supplement.
  • - Introduction of the EU Follow-on Prospectus for issuers that have their shares listed and that have their equity or debt securities admitted to trading on a regulated market or SME growth market continuously for at least 18 months.
  • - Reform of the EU Growth Prospectus regime to replace it with the EU Growth Issuance Prospectus regime. Intended for SMEs, issuers on SME growth markets and issuers where the total aggregate consideration in the Union for the securities offered to the public is less than €50 million.
  • - Introduction of more flexibility in the language requirements for prospectuses and an easier regime for third-country equivalence of prospectuses approved by authorities outside the EU.
  • - Introduction of ESG disclosure requirements in line with EU sustainability objectives.