Listing Act – EU Commission specifies requirements for simplified prospectus formats

The implementation of amendments of the EU Prospectus Regulation resulting from the Listing Act is progressing. By December 4, 2024, the exemptions from the prospectus requirement were expanded. Further, the option to offer securities to the public and to apply for their admission to the public on the basis of a short-form document of no more than eleven A4 pages (so-called Annex IX document) if they are fungible with securities already admitted to trading on a regulated market was introduced. In addition, from March 5, 2026, the simplified prospectus formats already known under the existing Prospectus Regulation are to be further streamlined. To this end, on December 4, 2025, the EU Commission published draft amendments to Delegated Regulation (EU) 2019/980, which contain new simplified requirements for the content, standardized presentation and sequence of the information to be disclosed in the new EU Follow-on prospectus and EU Growth issuance prospectus formats. The consultation period for the proposed draft amendments ends on January 1, 2026; as the amendments are to apply from March 5, 2026, they are expected to enter into force at the beginning of 2026.

EU Follow-on prospectus

The EU Follow-on prospectus is the new alleviated prospectus type for public offerings and admissions by issuers of securities that have already been admitted to a regulated market or SME growth market for at least 18 months. It replaces the existing simplified prospectus for secondary issues. Its content has been further streamlined and is based on the previous EU recovery prospectus, which was temporarily introduced during the COVID-19 pandemic to facilitate short-term capital raising. The Commission's draft specifies different minimum content requirements for shares and bonds.

Compared with the previous requirements, duplications are eliminated even more consistently, and information items have been deleted that can be assumed to be known based on existing publications resulting from the issuer's stock exchange listing and is available on its website. In particular, information on the issuer's business activities, the members of its management and supervisory bodies, its major shareholders, and its share capital will no longer be required. Annual and half-yearly financial statements must be included if they have been published within the 12 months prior to the prospectus approval; annual financial statements must be audited. Unlike the requirements for full prospectuses under the Listing Act, no management report or sustainability report needs to be included. In the case of profit forecasts, the requirements for their preparation and a confirmation of comparability with historical financial information and consistency with the issuer's accounting policies have been waived. Furthermore, a statement of capitalisation and indebtedness as of a date no earlier than 90 days old prior to the date of the prospectus will no longer be required. So far, this statement has been controversial in practice, as it requires key figures that could not be taken directly from the issuer’s balance sheet and sometimes even necessitated the preparation of an interim balance sheet. Also, various formal information items on the execution of the offering will no longer be required in future.

An EU Follow-on prospectus for shares must not exceed a maximum length of 50 DIN A4 pages. Nevertheless, it shall be subject to the same liability rules as a full prospectus but talking into account the information already disclosed to the public due to the existing admission to trading. An EU Follow-on prospectus only has to contain information that enables an assessment of the issuer's prospects and financial performance, as well as significant changes in its financial and business position that have occurred since the end of the last financial year, as well as essential information about the securities offered or to be admitted to trading, as well as the reasons for the issuance and its impact on the issuer.

The EU Follow-on prospectus may be used for an offer and admission to trading of securities that are fungible with the securities already admitted to trading, including the admission to trading on a regulated market of securities that are fungible with those previously admitted to trading on an SME growth market (so-called uplisting). However, if only debt securities of an issuer are admitted to trading on a regulated market or an SME growth market, the issuer cannot use an EU Follow-on prospectus for the admission of shares to trading on a regulated market.

EU Growth Issuance Prospectus

The new EU Growth issuance prospectus replaces the previous EU growth prospectus. The future growth prospectus is now only intended to be a single document.

In terms of content, the requirements for the prospectus summary will be aligned to the full prospectus, but otherwise the mandatory disclosures will be significantly reduced. Disclosures on corporate governance will either be significantly streamlined or deleted. Information on remuneration (including pension provisions), shareholdings of board members, major shareholders, significant contracts, and transactions with related parties will be largely deleted. Only a general section on corporate governance and conflicts of interest in relation to the issue of securities will remain. Furthermore, various technical details on the securities offering will be removed as mandatory disclosures, including details on stabilization and greenshoe options. In this respect, separate disclosure requirements apply in any case under MAR and its delegated acts, so that duplication in the prospectus appears unnecessary. On the other hand, information on the dilution of existing shareholders must be included in future, both on the assumption that they do not subscribe for new shares and on the assumption that they subscribe in full.

Annual and half-yearly financial statements must be included if they were published in the last 12 months prior to the approval of the prospectus; annual financial statements must be audited. For issuers of shares with a market capitalization exceeding EUR 200 million, the management report for the periods covered by the historical financial information, including any sustainability reporting, must be included. In the case of debt securities, ESG information must be included if they are advertised as taking into account environmental, social, and corporate governance factors (so-called ESG factors) or pursuing ESG objectives.

An EU Growth issuance prospectus for shares has a maximum length of 75 A4 pages. The same liability rules apply to it as to a full prospectus. However, it may be limited to the relevant reduced and proportionate information enabling investors to understand the prospects and financial performance of the issuer and significant changes in its financial and business position since the end of the last financial year, as well as its growth strategy and key information about securities, the reasons for the issuance and its impact on the issuer, including its overall capital structure, and the use of the proceeds. Unlike other prospectus formats, it is emphasized that the EU Growth Prospectus is intended to enable in particular retail to make informed investment decisions.

Conclusion

The new simplified prospectus formats, the EU Follow-on prospectus and EU Growth issuance prospectus, represent a further attempt to streamline prospectuses and reduce the effort involved in preparing them. The elimination of duplications and information that has already been published elsewhere is a positive development. However, the EU Follow-on prospectus competes with the so-called Annex IX document, which has already been used several times in the market and is significantly simpler. If the issuer wishes to provide more information, for example, in the case of a use proceeds requiring further explanation (such as the financing of an acquisition or a significant change in corporate strategy), the page limit of 50 A4 pages is likely challenging. The voluntary addition of further elements, such as an operating and financial review (also known as OFR or MD&A) deleted under the Listing Act seems hardly possible in that respect. In addition, such a simplified prospectus is unlikely to be suitable for placement with US investors.

An EU Growth issuance prospectus is also subject to a length limit, but this is more moderate at 75 A4 pages. However, the applicable liability standard is unclear – the reduction in scope and content contradicts the emphasis on retail investors as the addressee. Given German case law, it remains unclear what this means for the "average investor who understands how to read a balance sheet" assumed to be the typical addressee of a prospectuses for securities to be listed on the stock exchange. The extent to which this format therefore represents a genuine alternative for issuers hoping to gain easier access to the capital market is likely to depend on the complexity of their business model and the associated need to explain the risks and opportunities involved in an investment.

See also

• Update Capital Markets No. 56: Relief from prospectus requirements under the EU Listing Act
• Update Kapitalmarktrecht Nr. 50: Der Ausbau der Kapitalmarktunion durch den EU Listing Act 
• Sickinger/Radke/Pfeufer, Erleichterungen für Anleihebegebungen unter dem EU-Listing Act
• Meyer in Habersack/Mülbert/Schlitt, Unternehmensfinanzierung am Kapitalmarkt, 5. Aufl. 2025, § 35, ISBN 978-3-504-40109-2