EU Listing Act enters into force 4 December 2024
The EU Listing Act, which includes updates to the Prospectus Regulation (PR), Market Abuse Regulation (MAR), Markets in Financial Instruments Regulation (MiFIR), and to the Markets in Financial Instruments Directive (MiFID II), has been published on 14 November 2024.
The EU Listing Act will enter into force on 4 December 2024, with some changes taking effect at a later point in time. Below is a summary of the key changes.
Among other things, issuers should check their insider trading policy to see if this is still in line with the updated rules.
Please feel free to reach out in case of any questions on these changes. For more detailed information, we also refer to our articles on (i) the prospectus exemptions; (ii) disclosure of inside information; and (iii) insider trading rules.
Key changes to the Market Abuse Regulation (MAR) | Applicable from |
|---|---|
| Insider Trading Rules | |
| The reporting threshold for managerial transactions rises to €20,000, with room for national variation. It is as of yet unclear if the Netherlands will change this threshold | 4 December 2024 |
| Passive trading will be permitted for insiders during a closed period if certain conditions are complied with | 4 December 2024 |
| Amendment of condition to delay disclosure | |
| One of the conditions for delay of disclosure of inside information will be amended. Instead of it being required that the ‘delayed disclosure does not mislead the public’ it will be required that ‘the inside information is not in contrast with the latest public announcement of the issuer’ | 5 June 2026 |
| Reduced inside information disclosure requirements | |
| For lengthy processes involving inside information, issuers will only need to disclose final steps as long as intermediate stages remain confidential | 5 June 2026 |
| The EU Commission will publish a list of what constitutes as the final step that triggers the disclosure obligation | 5 June 2026 |
| Market soundings | |
| It is clarified that the market soundings regime under MAR is a safe harbour, and not a mandatory regime, for issuers when gauging investor interest | 4 December 2024 |
Key changes to the Prospectus Regulation (PR) | Applicable from |
|---|---|
| Prospectus requirements | |
| The 20% threshold for listings without publishing a prospectus is increased to 30% | 4 December 2024 |
| This threshold is now also applicable to an offering of up to 30% to the public, if a summary document is published | 4 December 2024 |
| For issuers listed at least 18 months it will be possible to do an offering and listing of an unlimited number of shares without publishing a prospectus, as long as a summary document is published, there is no takeover and the issuer is not in financial distress | 4 December 2024 |
| EU Follow-on Prospectus | |
| For issuers that are listed at least 18 months, it will be possible to publish a short approved follow-on prospectus (max 50 pages), which can be used when (i) offering or listing a new class of securities that are not already listed, or (ii) when listing the same securities, but the exemptions mentioned above are not available, e.g. due to financial distress | 5 March 2026 |
| Other amendments | |
| Minimum offer period for public offer reduced from six to three business days | 4 December 2024 |
| Withdrawal rights in case of a supplement increased from two to three days | 4 December 2024 |
| Standard format for prospectus and maximum length (300 pages) for equity prospectus | 5 June 2026 |
