On 8 October 2024, the European Council introduced a significant legislative package designed to make EU capital markets more attractive and accessible to companies, in particular to small and medium-sized enterprises (SMEs) and to enhance transparency, market integrity and investor protection.  

For reference, this package consisted of, inter alia, the following two key instruments:

  • Regulation (EU) 2024/2809 of the European Parliament and of the Council of 23 October 2024 amending (a) Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the Prospectus Regulation), (b) Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (EU) (MAR) and (c) Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No 648/2012 (MiFIR), to make public capital markets in the Union more attractive for companies and to facilitate access to capital for SMEs (the Listing Act Regulation); and  
  • Directive (EU) 2024/2811 of the European Parliament and of the Council of 23 October 2024 amending Directive 2014/65/EU (MiFID II) to make public capital markets in the Union more attractive for companies and to facilitate access to capital for SMEs and repealing Directive 2001/34/EC. 

Detailed information about this topic and changes introduced by this package can be found in the news published by our Banking, Finance & Capital Markets team in December 2024: https://stellanpartners.lu/part-i-the-listing-act-key-updates-to-the-prospectus-regulation/ and https://stellanpartners.lu/part-ii-the-listing-act-key-updates-to-mar/

A) PROSPECTUS REGULATION

On 18 February 2026, the European Securities and Markets Authority (ESMA) issued a statement with practical guidance to national competent authorities (NCAs), issuers, and their advisors on the application of certain changes to the Prospectus Regulation, as amended by the Listing Act Regulation[1].

Transitional provisions

Any registration documents and universal registration documents approved or filed until 4 June 2026 falls within the scope of Article 48a of the Prospectus Regulation until the end of their validity, meaning that these documents will thus need to be kept up to date via supplements and amendments until the end of their validity period similarly to any other approved prospectus. This approach clarifies that registration documents and universal registration documents shall not be treated differently than any other prospectus and aligns with ESMA’s simplification and burden reduction efforts while maintaining investor protection.

Registration documents published under the simplified disclosure regime for secondary issuances and the EU Growth prospectus regime

According to Article 48a(2) and (3) of the Prospectus Regulation, prospectuses approved until 4 March 2026 under the regimes for (i) secondary issuances and (ii) EU Growth prospectuses continue to be governed by their respective articles until the end of their validity.

As those provisions expired on 5 March 2026, the ESMA indicated that they do not apply to registration documents published as standalone documents under those regimes (as those prospectuses are no longer capable of being approved). However, tripartite prospectuses approved under those simplified regimes before 5 March 2026 will continue to be valid prospectuses.

EU Follow-on prospectuses and EU Growth issuance prospectuses

Since 5 March 2026, it has been possible to use EU Follow-on prospectuses and EU Growth issuance prospectuses introduced by Articles 14a and 15a of the Prospectus Regulation to raise capital on the public markets. In its public statement dated 18 February 2026, the ESMA stated that the provisions in Articles 14a and 15a of the Prospectus Regulation already apply, and that it expects the Commission de Surveillance du Secteur Financier and other NCAs to review these prospectuses as of this date in accordance with these new provisions. 

Delay in the entry into force of the delegated act amending Delegated Regulation (EU) 2019/980

Although the relevant delegated act amending Delegated Regulation (EU) 2019/980 as regards the standardised format and sequence and the streamlined content, scrutiny and approval of the prospectus  was adopted by the European Commission on 7 May 2026, the ESMA anticipated a delay in the entry into application of such delegated act – leading to uncertainty about the requirements for prospectuses approved on or after 5 June 2026.

In a public statement published on 7 May 2026[2], the ESMA recommended issuers to include in prospectuses the information set out in the soon to come delegated act. Although this recommendation is not binding, the content requirements under such delegated act may help issuers and NCAs in determining what additional granular disclosure is necessary to satisfy the requirements of Annexes IV, V, VII and VIII of the Prospectus Regulation in relation to EU Follow-on prospectuses and EU Growth issuance prospectuses.

B) MAR

As a reminder, the Listing Act amended some of the MAR requirements related, among others, to the disclosure of buy-back transactions, including the NCA reporting conditions and the change to public reporting in an aggregate form.

On 27 February 2026, the ESMA published a report presenting the proposed amendments to Commission Delegated Regulation 2016/1052 of 8 March 2016 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards relating to buy-back programs and stabilization measures (the Commission Delegated Regulation (EU) 2016/1052) required in light of the above-mentioned changes introduced by the Listing Act[3].

In this report, the ESMA proposes the following main changes to the regulatory technical standards (RTS) on buy-back programs to align them with the above-mentioned changes, principally by simplifying the reporting and public disclosure requirements applicable to buy-back transactions:

  • specification in Article 2(2) that issuers should have in place mechanisms for the reporting of buy-back transactions to the NCA of the Most Relevant Market in Terms of Liquidity (within the meaning given to such term in MiFIR) (MRMTL);
  • clarification in Article 2(2) that issuers are required to report transactions to the NCA of the MRMTL only in an aggregated form; 
  • amendment of the first sentence of Article 2(2) to no longer refer to each transaction and to the information under Article 5(3) of MAR, considering that the relevant MAR Article has been amended by the Listing Act; and
  • clarification in Article 2(3) that issuers should ensure public disclosure of information on transactions relating to buy-back programs in an aggregated form.    

The proposed amended RTS has been submitted to the European Commission for adoption, who shall decide whether to adopt them within 3 months. To date the amended RTS remains to be adopted.

[1] https://www.esma.europa.eu/sites/default/files/2026-02/ESMA32-753890202-3066_Public_Statement_on_the_implementation_of_certain_changes_to_the_Prospectus_Regulation_introduced_by_the_Listing_Act.pdf

[2] https://www.esma.europa.eu/sites/default/files/2026-05/ESMA32-753890202-3084_Statement_on_Prospectus_Requirements_in_the_Period_Prior_to_the_Amendments_to_the_Delegated_Regulation.pdf

[3] https://www.esma.europa.eu/sites/default/files/2026-02/ESMA74-268544963-1569_Report_on_the_amendments_to_Commission_Delegated_Regulation_20161052_on_buy-back_programmes_and_stabilisation_measures.pdf