Simplification & growth
The Listing Act’s reforms tackle areas of the EU listing ecosystem where inefficiency, complexity, administrative burdens and costs can be reduced, while safeguarding investor protection and transparency. In this way, the package sits squarely within the EU’s Simplification and Burden Reduction portfolio, with the purpose of enhancing the growth and competitiveness of EU capital markets amid sustained global geopolitical uncertainty and fragmentation. Prospectus reforms taking effect on 5 June 2026 include:
- Simplified disclosure documents and further standardisation of prospectus content
- Sustainability disclosures for bonds that are marketed as environmentally sustainable or sustainability-linked
- EU Green Bond Factsheet to be incorporated into relevant prospectuses
- New EU small-offer exemption threshold framework of €12 million, with optional Member State reduction to €5 million. Ireland has chosen the €12 million threshold (up from €8 million under the previous regime) but will require a summary prospectus to be published where the exemption regime is used
Delays
While the new Listing Regulation’s requirements are directly applicable, the finalisation of Level 2 acts (and Level 3 supervisory guidelines) is critical to bring the operational architecture of the new regime to life on a harmonised basis across the EU. Clear and consistent standards provide certainty for market participants and regulators alike.
However, with 5 June around the corner, ongoing EU legislative delays mean that important Level 2 measures will not be applicable on time. These include:
1) De-prioritised measures
Level 2 acts that will not be adopted before 1 Oct 2027 in line with the EC’s de-prioritisation exercise include:
- Two sets of Implementing Technical Standards (ITS) specifying the template and layout of the summaries, including the font size and style requirements in line with Articles 7(15) and 6(8) respectively
- A delegated act specifying further the conditions for third country equivalence set out in Article 29(4)
- A delegated act determining the minimum content of the cooperation arrangements with third country supervisors and the template document to be used for such cooperation arrangements
2) Incorporation by reference
A delegated regulation amending the RTS under the Prospectus Regulation regarding updating the list of data necessary for the classification of prospectuses and the list of information that can be incorporated by reference into prospectuses.
3) Prospectus format, content, scrutiny
A highly anticipated amending regulation on the format and content, scrutiny and approval of prospectuses (undergoing final scrutiny but will not at this stage be published by 5 June).
4) Simplified disclosure regimes
A further amending regulation on disclosures to include in EU Follow-on and EU Growth issuance prospectuses (undergoing final scrutiny but unlikely to be published by 5 June).
Additionally, a delegated regulation supplementing the Market Abuse Regulation on the disclosure of inside information in protracted processes and delayed disclosure is pending finalisation, while the European Securities and Markets Authority (ESMA) guidelines are also expected in Q4 2026.
Welcome clarity
Measures 3) and 4) above are particularly significant as they represent amendments to the existing ‘Prospectus Delegated Act’. Pending the finalisation of the amending regulations, ESMA has referred participants to the texts adopted by the European Commission via public statements issued in February and May 2026 respectively. These clarifications will be welcomed by those preparing listings under the new regime and stakeholders keen to start mobilising enhanced processes and documentary standards without further delay.
Managing transition
Despite ESMA’s efforts to tackle the delayed application of certain measures, considerable complexity remains. The challenge for Irish market participants at this important juncture involves juggling multiple tasks and keeping track of concurrent developments simultaneously. Their priorities should include:
Implementation
Embedding the new regime into existing processes and documentation, and optimising future readiness by reference to available draft Level 2 measures.
Concurrent disclosure regimes
Reviewing evolving prospectus disclosure requirements alongside other interacting obligations, such as those under the EU Green Bond Regulation and the incoming European Single Access Point (ESAP) regime, which will require expanded metadata requirements for prospectus submissions and final terms from 10 July 2026.
Regulatory outreach
Monitoring Central Bank of Ireland communications and industry outreach supports in line with its ‘Open and Engaged’ strategy.
Regulatory guidance
Checking for updates to Central Bank publications on regulatory requirements and guidance eg Investment Market Conduct Rules and Guidance and Q&As on the Prospectus Regulatory Framework. Guidance is also expected from ESMA in H2 2026.
Prospectus Portal
Monitoring progress on the new Central Bank Prospectus Portal, aiming to launch by the end of October 2026.
Domestic legislation
Looking out for Irish legislation needed to give effect to Ireland’s chosen approach to the small-offer exemption.
Related reforms
Reviewing progress on Ireland’s transposition of the Listing Act Package’s two directives, namely:
- A new Listing Directive, amending MiFID II (and repealing the EU Listing Directive), which is required to be transposed by 5 June 2026. This directive focuses more on alleviating structural market barriers to listing, such as revitalising investment research, modernising admission, and simplifying rules for multilateral trading facilities (MTFs) to develop SME growth markets, and
- A Directive on Multiple-vote Share Structures, required to be transposed by 5 December 2026. The directive seeks to reinforce the attractiveness of listing on trading venues primarily targeted by SMEs, such as SME growth markets (eg Euronext Growth Dublin) and other MTFs
EU capital markets reform
Staying abreast of progress on EU capital markets reform, in particular the Market Integration and Supervision Package (MISP). The MISP, which has considerable political buy-in, is worth tracking closely as Ireland assumes the EU Council Presidency from 1 July 2026. It includes measures to deepen market integration, and enhance competitiveness, by removing barriers to cross-border trade and centralising the supervision of significant trading venues and market infrastructures under ESMA.
Final word
Overall, now is a time of significant transition for those involved in EU listings, with lots of moving parts and multiple watching briefs both this side of 5 June and beyond.
If you would like to discuss any of the information in this article, please contact our Debt Capital Markets & Listing team.
This article was contributed by Barbara Parnell, Senior Knowledge Lawyer.
The content of this article is provided for information purposes only and does not constitute legal or other advice. Given the pace of ongoing developments, the position described above may continue to evolve beyond the time of publishing this article.