On 4 December 2024, the "Listing Act", entered into force which includes:
- Regulation (EU) 2024/2809 amending Regulation (EU) 2017/1129 (the "Prospectus Regulation"), Regulation (EU) 600/2014 ("MiFIR") and Regulation (EU) 596/2014 ("MAR") to make public capital markets in the Union more attractive for companies and to facilitate access to capital for small and medium-sized enterprises ("Listing Act Regulation").
- Directive (EU) 2024/2811 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 small and medium-sized enterprises and repealing Directive 2001/34/EC (the "Listing Act Directive").
- a new Directive (EU) 2024/2810 on multiple-vote shares for small and medium-sized enterprises ("SMEs" and the "Multiple Vote Directive").
We have previously discussed the key aspects of Listing Act can be found in our previous July 2024 newsletter.
The Listing Act Regulation entered into force on 4 December 2024 with some provisions taking effect after 15 months and others, after 18 months. Member States will have 18 months to transpose the provision of the Listing Act Directive which amends MiFID II; they have two years to transpose the Multiple-Vote Directive.
In this article, we outline some key recent publications of the CSSF and ESMA which relate to the implementation of the Listing Act.
CSSF updates Circular CSSF 19/724 to align with the Listing Act Regulation
On 6 December 2024, the CSSF published an update of circular CSSF 19/724 on technical specifications regarding submission to the CSSF of documents under Prospectus Regulation and the Luxembourg law of 16 July 2019 on prospectuses for securities and general overview of the regulatory framework on prospectuses (the "Circular"):
- The CSSF summarised the key changes introduced by the Listing Act Regulation to make EU capital markets more accessible and attractive.
- The CSSF explained that the time limit for the CSSF to decide on prospectus approval has been reduced to 7 working days for EU Follow-on prospectuses related to shares (except for transfers from SME growth markets to regulated markets).
- Noting that issuances of fungible securities, as presented in point (da) and (db) of the first subparagraph of Article 1-(4) or in point (ba) of Article 1-(5) of the Prospectus Regulation, are now exempt from publishing a prospectus under certain conditions, the CSSF explains that issuers must henceforth file a document containing the required information (Annex IX of the Prospectus Regulation) with the CSSF via email at prospectus.filing@cssf.lu, including contact person details.
ESMA - consultation papers
To support the successful implementation of the Listing Act, ESMA will release a series of consultation papers and final reports for each legislative area, aimed at identifying the changes needed to achieve its objectives. Several public consultations are already open:
- On 28 October 2024, ESMA published a consultation paper on draft technical advice concerning the Prospectus Regulation and on updating the Commission Delegated Regulation (EU) 2019/979 on metadata. It covers the following areas:
- a new building block for additional information for non-equity securities advertised as considering ESG factors or pursuing ESG objectives;
- suggested updates to Commission Delegated Regulation 2019/980 (on scrutiny and disclosure) to enhance criteria and processes for prospectus approval;
- the data for the classification of prospectuses taking into accounts (i) the fact that there will be new types of prospectuses under the Listing Act (ii) prospectuses for European Green Bonds (iii) interaction with ESAP and (iv) the need to enhance data collection.
- On 12 December 2024, ESMA published a consultation paper on draft technical advice concerning MAR and MiFID II SME growth marker which addresses the following:
- Draft technical advice on final events or circumstance in protracted processes and relevant moment of disclosure, as well as situations where there is a contrast between inside information to be delayed and the issuer's latest public announcement or communication;
- Draft technical advice on the requirements necessary for an MTF or a segment thereof to be registered as an SME growth market.
ESMA intends to publish a consultation paper on draft guidelines specifying the circumstances in which a supplement is to be considered as introducing a new type of security into a base prospectus in the first quarter of 2025.
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