LISTING ACT – increasing the attractiveness of capital markets

Publication date: January 07, 2026

The Listing Act is a legislative package proposed by the European Commission and adopted by the European Parliament and the Council. Its goal is to increase the attractiveness of public securities markets for companies, primarily by facilitating access for small and medium-sized enterprises (hereinafter referred to as SMEs). The changes introduced are intended to simplify procedures and reduce documentation, as well as reduce burdens and costs for companies.

The Listing Act consists of three acts:

• Regulation (EU) 2024/2809 of the European Parliament and of the Council of 23 October 2024 amending Regulations (EU) 2017/1129, (EU) No 596/2014 and (EU) No 600/2014 in order to make public capital markets in the Union more attractive to companies and to facilitate access to capital for small and medium-sized enterprises  – it introduces amendments to the following regulations:
  • Prospectus Regulation – 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;
  • MAR Regulation – Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) 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;
  • 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;
• Directive (EU) 2024/2810 of the European Parliament and of the Council of 23 October 2024 on share structures including multiple voting shares in companies seeking admission of their shares to trading on a multilateral trading facility;
• Directive (EU) 2024/2811 of the European Parliament and of the Council of 23 October 2024 amending Directive 2014/65/EU in order to make public capital markets in the Union more attractive to companies and to facilitate access to capital for small and medium-sized enterprises, and repealing Directive 2001/34/EC.

In terms of the substance of the changes being introduced, the most important are the new regulations introduced to the Prospectus Regulation and the Market Abuse Regulation. These directives are intended to ensure that national law is appropriately aligned with the ongoing changes, and member states are required to implement them by December 5, 2026, and June 5, 2026, respectively.

Prospectus Regulation

Under EU law, a prospectus is a key information document about a company and its market activities, intended to protect investors. The regulation distinguishes several types of prospectuses based on the information they contain. The changes apply to prospectuses for public offerings and prospectuses for the admission of securities to a regulated market.

In relation to the first of them, the amendment to the provision of Article 1, paragraph 4, in force from 4 December 2024, extends the scope of exemptions from the obligation to prepare prospectus for public offerings. New exceptions apply to:

• a public offering of securities which are to be admitted to trading on a regulated market or on an SME growth market and which are at the same timeidentical to securities already admitted to trading on the same market, provided that:
  • these securities represent, over a 12-month period, less than 30% of the number of securities already admitted to trading on the same market
  • the issuer of the securities is not subject to restructuring or bankruptcy proceedings;
  • a new information document specified in Annex IX was submitted to the relevant supervisory authority (in the case of Poland this is the Polish Financial Supervision Authority) and was made available to the public at the same time
• a public offering of securities that are identical to securities admitted to trading on a regulated market or on an SME development market for a continuous period of at least 18 months preceding the offering of new securities , provided that:
  • the securities being offered to the public are not issued in connection with a takeover by exchange offer, merger or demerger;
  • the issuer of the securities is not subject to restructuring or bankruptcy proceedings;
  • the above-mentioned information document from Annex IX was submitted and made publicly available.

The above exemptions effectively eliminate the obligation to prepare a prospectus for secondary public offerings, i.e., those involving identical securities. These changes are therefore primarily beneficial to issuers already participating in the market, rather than those just wishing to participate.

In turn, the amendment to Article 1, section 5, which also comes into force on December 4, 2024, amended the exceptions to the obligation to prepare an information prospectus for the admission of securities to the regulated market:

• The limit of securities admitted to trading by a given issuer without the obligation to prepare a prospectus has been increased from 20 to 30% in the following situations:
  • admission to trading of securities identical to securities already admitted to trading on the same market;
  • the admission to trading of shares resulting from the conversion or exchange of other securities or from the exercise of a right attached to other securities, which shares are of the same class as shares already admitted to trading on the same market;
• a new basis has also been added which allows for the admission to trading on a regulated market without a prospectus of securities that are identical to securities that have already been admitted to trading continuously for at least 18 months before the admission to trading of new securities, provided that:
  • the securities to be admitted to trading on a regulated market are not issued in connection with a takeover by exchange offer, merger or division;
  • the issuer of the securities is not subject to restructuring or bankruptcy proceedings;
  • the above-mentioned information document from Annex IX was submitted and made publicly available.

The newly introduced exception does not impose limits like the two previous regulations, but unlike them it requires notification to the supervisory authority.

Changes were also introduced through the new Article 3 paragraph 2 letter b., which comes into force on 5 June 2026. The existing provisions on public offerings of securities created different legal regimes depending on the total value of the offering in the EU over a 12-month period:

• up to EUR 1 million – exemption from the provisions of the Prospectus Regulation, according to the Polish Act on Public Offering, an information document must be prepared and made public;
• 1-5 million euros – an information memorandum is required, which is also a very extensive document;
• above 5 million – the need to fully comply with the provisions of the Prospectus Regulation and create a prospectus.

The new regulation introduces a threshold of €12 million, below which a public offering will not require a prospectus (national regulations may reduce this limit to €5 million). Offers below this threshold will only require the publication of an information document, which will not be subject to supervisory approval and whose content is consistent with the prospectus summary. Consequently, all public offerings, regardless of value, will be subject to the Prospectus Regulation, which introduces two regimes depending on the value of the offering, establishing different obligations for issuers (primarily the requirement to prepare prospectuses). This is undoubtedly the most important change introduced by the package.

The amended Article 6 introduces a single, standardized prospectus format from June 5, 2026, which will specify the order in which each piece of information is presented. This change is intended to facilitate comparability for investors. The new format will also incorporate ESG reporting and will include relevant elements such as:

• an indication of whether the activities of the issuer required to prepare sustainability reporting are related to economic activities that qualify as environmentally sustainable;
• information on whether the issuer of equity securities is required to provide sustainability reporting;
• information on whether non-equity securities are advertised as incorporating ESG factors or contributing to ESG objectives – this is intended to counteract greenwashing (the practice of companies presenting their activities, products or services as more environmentally friendly than they actually are);
• in the scope of so-called green bonds and environmentally sustainable bonds or sustainability-linked bonds (within the meaning of Regulation (EU) 2023/2631 of the European Parliament and of the Council of 22 November 2023 on European green bonds and optional disclosure of information on bonds marketed as environmentally sustainable and sustainability-linked bonds, OJ L 2023, item 2631, as amended), prospectuses concerning them will have to include the information that the issuer is obliged to disclose under the aforementioned act.

The Listing Act also introduced changes to the content of information contained in the prospectus, as well as the procedure for its publication and approval. The most important of these changes include:

• Art. 16 – emphasising that the risk factors presented in the prospectus must be limited to the risks specific to the specific issuer and specific securities, and cannot be information of a general nature;
• Article 17 section 1 letter a – consent to purchase or subscribe for securities may be withdrawn for no less than three business days after the submission of the final offer price or the number of securities that will be the subject of the public offering – this is an extension of the deadline in a situation where information on the final offer price or the number of securities offered is submitted after the publication of the prospectus;
• Article 20(2) – If the competent authority does not take a decision on a prospectus within 10 days, it shall notify the issuer, offeror, or person asking for admission to trading on a regulated market and ESMA (European Securities and Markets Authority) of the reasons for not taking a decision, which, based on the information received, will publish an annual report on compliance with the deadlines by authorities approving prospectuses in the EU. Importantly, however, such failure to take a decision is not deemed approval of the application.

A significant amendment coming into force on 5 March 2026 also introduces significant changes to simplified prospectus schemes. Until now, the Regulation regulated three types – these will be repealed and two new ones created in their place:

1. the EU continuation prospectus (intended to replace the secondary offering prospectus and the recovery prospectus), which may be prepared by:
   1. issuers whose securities have been admitted to trading on a regulated market for at least 18 months continuously preceding the public offering or admission of new securities to trading on a regulated market;
   1. issuers whose securities have been admitted to trading on the SME Growth Market for a continuous period of at least 18 months preceding the public offering of new securities;
   1. issuers that apply for admission to trading on a regulated market of securities identical to securities already admitted to trading, which have been admitted to trading on an SME Growth Market continuously for at least 18 months prior to the admission of the securities to trading;
   1. offering securities admitted to trading on a regulated market or on an SME Growth Market for a continuous period of at least 18 months preceding the public offering of the securities.
2. the EU Development Prospectus (the same as the previous Development Prospectus), which can be used by:
   1. SMEs;
   1. issuers, other than SMEs, whose securities have been or are to be admitted to trading on an SME Growth Market;
   1. issuers, other than those referred to in points (a) and (b), for which the total aggregate consideration of securities offered to the public in the Union calculated over a 12-month period does not exceed EUR 50 000 000, provided that no securities of such issuers are traded on an MTF and the average number of employees during the previous financial year did not exceed 499;
   1. offering securities issued by issuers referred to in points a) and b).

The above solutions are intended to unify the solutions contained in the previous regulations on simplified prospectus schemes.

MAR Regulation

Most of the changes within this regulation concern confidential information. Primarily, on December 4, 2024, the definition of confidential information in Article 7(1)(d) was expanded to include information known to account or fund managers. On the same date, an amendment to Article 11(4) also entered into force, regulating market research, or more specifically, the disclosure of confidential information in connection therewith. If a market participant discloses confidential information to a potential investor while duly fulfilling the following obligations, their action will not be unlawful:

1. obtained the consent of the person to whom the market research is addressed to receive confidential information;
2. informed the person to whom the market research is addressed that he or she is prohibited from using or attempting to use that information by acquiring or disposing of financial instruments to which that information relates, for his or her own account or for the account of a third party, directly or indirectly;
3. informed the person to whom the market research is addressed that he or she is prohibited from using or attempting to use that information by cancelling or amending an order already placed concerning the financial instrument to which the information relates;
4. informed the person to whom the market research is addressed that by agreeing to receive the information, he or she is subject to an obligation to keep this information confidential;
5. kept and maintained a record of all information disclosed to the person to whom the market sounding is addressed, including the information disclosed in accordance with points (a) to (d), and the identity of the potential investors to whom the information was disclosed, including, but not limited to, legal and natural persons acting on behalf of the potential investor, as well as the date and time of each disclosure;
6. made this record available to the competent authority upon request.

Article 17 has also been amended with effect from 5 June 2026, by:

• adding a provision in paragraph 1, subparagraph 1, regarding the disclosure of confidential information that is extended over time (e.g., the issuer’s participation in an M&A transaction). The Listing Act excludes the obligation to disclose confidential information relating to intermediate stages of a process that is extended over time, requiring only the final circumstance or event for that process to be made public – the EC is to publish a list of what constitutes the final step triggering the obligation to disclose information. Previously, under this provision, information relating to intermediate stages also had to be made public;
• Amendment to paragraph 4 concerning the procedure for delaying the public disclosure of inside information – an issuer or emission allowance market participant may, at its own risk, delay the public disclosure of inside information, provided that the following conditions are met:
  • (a) immediate disclosure of the information could prejudice the legitimate interests of the issuer or emission allowance market participant;
  • (b) the inside information that the issuer or emission allowance market participant intends to delay disclosing to the public does not conflict with the issuer or emission allowance market participant’s last public announcement or other communication on the same matter as the inside information – this is a significant change, as before it there was a requirement that “delayed disclosure would not mislead the public”;
  • (c) the issuer or emission allowance market participant is able to ensure the confidentiality of such information.

From 4 December 2024, an amendment to Article 19 regarding transactions by insiders, i.e. persons performing managerial responsibilities in the company, is also in force, under which:

• the transaction threshold amount, from which notification to the issuer and the relevant supervisory authority is mandatory, has been increased – from EUR 5,000 to EUR 20,000, with the possibility of lowering or increasing it by the authority to EUR 10,000 or EUR 50,000;
• a new paragraph 12a has been introduced, which allows insiders to enter into transactions or engage in trading activities during closed periods, in the case of transactions or trading activities that do not involve active investment decisions by the person discharging managerial responsibilities or that result solely from external factors or actions of third parties, or that constitute transactions or trading activities, including the execution of derivatives, on the basis of pre-determined terms and conditions.

Summary

The regulations described above introduce numerous significant changes to existing EU legislation. Of particular note are the amendments to the Prospectus Regulation regarding the threshold above which a prospectus is required, as well as exemptions from this requirement. The Listing Act should facilitate access to the securities market for companies planning to enter it, but it also introduces significant simplifications for existing issuers.