The Listing Act introduces significant changes aimed at making EU capital markets more attractive and accessible for issuers. The reforms include simplified prospectus formats, broader exemptions from the obligation to prepare a prospectus, and reduced reporting requirements under the Market Abuse Regulation (MAR). According to PwC Polska’s report, “A New Wind in the Sails for Issuers: Key Changes Introduced by the Listing Act,” the first set of regulations came into force on December 4, 2024, with additional measures set to take effect in March and June 2026.
These future changes include new thresholds below which public offerings will be exempt from the prospectus requirement and eased rules for presenting historical financial information.
A Step Toward a More Issuer-Friendly Capital Market
The Listing Act amends both the Prospectus Regulation (EU 2017/1129) and the Market Abuse Regulation (EU 596/2014). Its goal is to simplify and streamline the obligations related to preparing prospectuses for public offerings of securities and ongoing reporting requirements.
“The Listing Act directly translates to lower market entry costs and fewer mandatory documents. Issuers gain predictability and flexibility, especially for secondary offerings and smaller issues. It’s a systemic change that will be felt in practice by all companies using the public capital market,”
— Bartosz Margol, Partner at PwC Polska, Capital Markets and Financial Reporting team.
Key Simplifications for Prospectuses
- Standardized prospectus formats and page limits have been introduced:
- 300 pages for standard equity prospectuses
- 75 pages for SME issuers
- 50 pages for secondary offerings
- Reduced historical financial information requirements:
- 2 years of audited reports for equity securities
- 1 year for non-equity securities
- Possibility to include management reports and ESG reports by reference
New Prospectus Types and Thresholds
Starting in March 2026, issuers will be able to use two new simplified prospectus types:
- “Follow-on Prospectus” – for companies listed for at least 18 months
- “Growth Prospectus” – dedicated to SMEs
Both formats will feature reduced content and structure requirements.
From June 2026, a new dual-threshold system will apply for public offerings exempt from the prospectus obligation:
- Offers up to EUR 12 million (or EUR 5 million, if chosen by the Member State) will not require a prospectus, unless cross-border.
- Already in effect: secondary offerings are exempt if:
- The new issue doesn’t exceed 30% of the value of previously listed securities, or
- The company has been listed for at least 18 consecutive months
“The most impactful change involves new thresholds and exemptions for secondary offerings. Companies planning offerings up to EUR 12 million won’t need a costly prospectus. Issuers listed for over 18 months will only need to submit an 11-page key information document to the regulator. This could boost activity on secondary markets as early as 2025,”
— Kamil Wardzyński, Director at PwC Polska, Capital Markets and Financial Reporting team.
MAR Regulation Simplified
The reforms also streamline rules under the Market Abuse Regulation (MAR):
- Share buybacks can be reported in aggregate form to a single supervisory authority
- Expanded exemptions for insider transactions
- New grounds for delaying the disclosure of inside information, as long as it doesn’t contradict previous public statements from the company
Full Implementation by Mid-2026
While the full reform will be implemented by June 2026, many of the changes already in effect ease access to public financing and reduce regulatory costs for issuers.
Source: CEO.com.pl – PwC: Listing Act Introduces Major Regulatory Relief for Listed Companies
