The Listing Act: Facilitating Companies' Access to European Capital Markets

A phased implementation

Several provisions are subject to deferred application periods (15, 18, and 24 months after entry into force). These delays will allow the European Commission and ESMA to establish technical standards to clarify certain provisions.

Changes to the Prospectus Regulation

Exemptions to the requirement to draw a prospectus

The Listing Act broadens the scope of exemptions from the requirement to prepare a prospectus.

As a reminder, the Prospectus Regulation currently allows Member States to exempt offers of securities to the public from the obligation to publish a prospectus if they do not exceed a threshold between 1 million and 8 million euros, as determined by each Member State. France opted to set this threshold at 8 million euros in 2017.

The Prospectus Regulation, as amended by Regulation (EU) 2024/2809 of October 23, 2024, now establishes a single exemption threshold of 12 million euros per issuer or offeror. However, by way of derogation, Member States may alternatively choose to apply a threshold of 5 million euros. This decision does not fall under the remit of the AMF and will be clarified later under French law. 

This provision will enter into application 18 months after the entry into force of the legislation, on June 5, 2026.
 

The minimum threshold of €1 million, below which the Prospectus Regulation did not apply, has been removed. Indeed, the amended regulation applies to offers of securities to the public starting from the very first euro.

The amended regulation raises the dilution threshold from 20% to 30% for benefiting from the prospectus exemption in the context of the admission of securities fungible with securities already admitted to trading on the same regulated market. The issuer is not required to publish any document under the Prospectus Regulation to benefit from this prospectus exemption.

This provision will enter into application on December 4, 2024.
 

A new prospectus exemption for offers of securities to the public to be admitted to trading on a regulated market or an SME growth market (Euronext Growth in France) now applies if the securities represent less than 30% of the number of securities already admitted to trading on the same market, provided that:

• the issuer is not subject to restructuring or insolvency procedures,
• an information document of no more than 11 pages, with standardised content as defined in Annex IX of the Prospectus Regulation, is published and filed with the supervisory authority. The amended regulation specifies that this document is not subject to approval by the authority.

This provision will enter into application on December 4, 2024. The exemption document shall be filed at the following address:  depotdocexemption [at] amf-france.org (depotdocexemption[at]amf-france[dot]org)
 

As with the previous exemption related to the dilution threshold, these exemptions tied to the listing length are granted provided that:

• the issuer is not subject to restructuring or insolvency procedures,
• an information document of no more than 11 pages, with standardised content defined in Annex IX of the Prospectus Regulation, is published and filed with the supervisory authority. The amended regulation specifies that this document is not subject to the authority’s approval.

An additional condition is attached to the granting of these two exemptions: the shares shall not be offered as part of an exchange offer, a merger, or a division (in this case, a specific exemption document provided for by Delegated Regulation 2021/528 is published).

This provision will enter into application on December 4, 2024. The exemption document shall be filed at the following address:  depotdocexemption [at] amf-france.org (depotdocexemption[at]amf-france[dot]org)
 

These exemptions will effectively remove the requirement to publish a capital increase prospectus in the vast majority of cases, unless the issuer eligible to them is opting to prepare a voluntary prospectus.

Besides, issuers shall always be up to date with their ongoing disclosure obligations under the MAR Regulation. Therefore, specifically:

• when issuing equity securities and/or securities granting access to equity, issuers shall determine which information related to the issuance constitutes, where applicable, inside information;
• a press release ensuring effective and comprehensive dissemination is expected as soon as possible, in accordance with Article 17 of the MAR Regulation, where applicable. (cf Guide Prospectus, Partie II, Section 5 (in French only)).

Clearer presentation of information

The Listing Act also establishes rules to more precisely regulate the presentation of information within prospectuses, thereby aiming to improve their readability for investors and reduce costs for issuers.

The Listing Act incorporates into the Prospectus Regulation elements from the ESMA Guidelines on risk factors around the clarity of information, banning developments that only serve as disclaimers and generic terms that obscure the specific nature of each risk.

The amended Prospectus Regulation introduces the possibility of incorporating by reference into a base prospectus the annual or interim financial information subsequently published by the issuer during the validity of the prospectus, without the need to issue a supplement. However, this provision will require clarification by the European Commission, particularly regarding its interaction with Article 23 of the Regulation and, where applicable, the withdrawal period in the case of offers of securities to the public.

Pending these clarifications, the AMF is in favor of the immediate application of this simplification measure regarding annual and interim financial statements, as well as associated audit reports, for so-called "wholesale" prospectuses (offering securities with a nominal value of at least 100,000 euros, targeted at qualified investors). Pending further clarification by the European Commission, the AMF encourages issuers to maintain the traditional approach of supplements for offers to the public.

To encourage the use of the Universal Registration Document (URD), this document may be published without prior approval by the AMF starting from the second year of filing (i.e., one year earlier than previously allowed).

This provision will enter into application on December 4, 2024.
 

The Listing Act introduces several rules aiming to standardise and streamline the format of prospectuses: 

• maximum page count for equity prospectuses (300 pages for the standard prospectus, 75 pages for the EU Growth issuance prospectus aimed at SMEs, and 50 pages for the EU Follow-on prospectus, noting that information incorporated by reference is not included in the page count),
• fixed order of sections,
• harmonisation of the presentation format for information (font type, font size).

The number of pages is not, however, limited for bond prospectuses, including base prospectuses.

URDs are not subject to these constraints on maximum length, section order, or standardised format. The same applies to all prospectuses prepared when securities are simultaneously offered to investors or privately placed with investors in the EU and in a third country where an offering document is prepared.

These provisions will enter into application in March 2026 (for secondary and growth issuance prospectuses) and in June 2026 (for standard prospectuses), allowing time for Level 2 measures to specify their content and format. Until then, the pre-Listing Act provisions of the Prospectus Regulation concerning prospectus content will remain applicable. It should be noted that prospectuses already approved as of the Listing Act's date of application will continue to be governed by the previous rules.
 

Focus on new prospectus formats

Greater harmonization of the sustainable finance framework

The Listing Act also introduces additional measures aiming to ensure consistency within the European regulatory framework, particularly in the area of sustainable finance, and to encourage European companies to resort to financial markets.

Two sections of the prospectus summary are subject to modifications:

• introductory section: the subsection on the warning is, where applicable, supplemented with a statement indicating that the company “has identified environmental issues as a material risk factor.”;
• section describing the issuer: the subsection “Who is the issuer of the securities?” now requires, in the case of an equity issuer subject to Article 8 of the Taxonomy Regulation, a statement indicating whether the issuer's activities are associated with “economic activities considered environmentally sustainable” as defined by the criteria of the Taxonomy Regulation.

This provision will enter into application on June 5, 2026.
 

Additionally, sustainability information will need to be included in prospectuses, particularly for debt securities promoting ESG characteristics, which will be addressed in a dedicated annex.

Finally, the relevant information from the pre-issuance factsheet under the Regulation 2023/2631 on European Green Bonds will have to be incorporated by reference into the prospectus. The main challenges of technical work currently taking place at ESMA consists in identifying the "relevant" information and in determining the appropriate methods for its incorporation by reference.

Timelines and methods for document availability

The Listing Act modifies the timeline for making prospectus available to the public and extends the withdrawal period of investors in cases of a supplement.

The minimum availability period for IPO prospectuses is reduced to three working days before the close of the offer (down from six working days previously), allowing issuers to be less dependent on market fluctuations during order book building and thereby reducing execution risk.

To make the dissemination of the prospectus more sustainable for potential investors, increase digitisation in the financial sector, and eliminate unnecessary costs, the prospectus will only be provided to potential investors in electronic format, upon request and free of charge.

When the prospectus relates to an offer of securities to the public, investors who have already agreed to acquire or subscribe to securities before the supplement is published will have the right to withdraw their acceptance within three working days of the supplement's publication (up from two in the current regime).

This provision will enter into application on December 4, 2024.
 

Changes to the market abuse regulation (« MAR »)

The moment of publication of inside information

The most significant changes to the MAR regulation relate to the framework for publishing inside information. This framework is based on the principle of publication "as soon as possible" by the issuer of inside information, which refers to any precise, non-public information likely to have a significant effect on the prices of a financial instrument that concerns the issuer, except in certain cases where the publication of such information may be delayed.

The Listing Act introduces an exemption to this disclosure obligation in the specific case of inside information related to the intermediate steps of a protracted process (e.g., external growth transactions).

Furthermore, for an issuer to delay the publication of inside information, it will now need to ensure that the inside information it intends to delay publishing does not contrast with the latest public announcement or other type of communication it has made on the same matter to which the inside information refers. Until now, the issuer needed to ensure that the delay of disclosure was not likely to mislead the public.

ESMA has been mandated to clarify this exemption (notably to define the final events or circumstances within the context of protracted processes and, for each event or circumstance, the moment when it is deemed to have occurred and is to be disclosed) as well as the new condition for delaying disclosure.

It should be noted that these changes do not affect the definition of inside information, and the intermediate steps of a protracted process, as well as their outcome, may still qualify as inside information. 

This provision will enter into application 18 months after the entry into force of the legislation, on June 5, 2026.
 

Managers’ transactions

Persons discharging managerial responsibilities within an issuer and persons closely associated with them are required to notify the issuer and the regulator of transactions carried out on their own account relating to the shares or debt instruments of that issuer or related derivative instruments, once the total amount of transactions performed during the calendar year exceeds 10,000, 20,000, or 50,000 euros as determined by the competent authority. This threshold is indicated in Article 223-23 of the AMF General Regulation. It is currently set at 20,000 euros.

The amended MAR Regulation expands the scope of exceptions to the prohibition on transactions during closed periods. These exceptions are no longer limited to shares as they will now include:

• the immediate sale of securities involving instruments other than shares;
• transactions related to employee schemes concerning financial instruments other than shares;
• qualifications or entitlements of financial instruments other than shares.

Finally, an issuer shall allow a person discharging managerial responsibilities within it to trade or to make transactions on its own account or for the account of a third party during a closed period in the case of transactions or trade activities that do not relate to active investment decisions undertaken by the person discharging managerial responsibilities, or that result exclusively from external factors or actions of third parties, or that are transactions or trade activities, including the exercise of derivatives, based on predetermined terms.

This provision will enter into application on December 4, 2024.
 

Simplification of buy-back programme notifications

Reporting on share buyback programme transactions shall now be submitted to the national competent authority of the most relevant market in terms of liquidity (rather than to competent authority of the platform where the shares are traded), in a detailed and aggregated format. Only the aggregated format is published by the issuer.

This provision will enter into application on December 4, 2024.
 

Further changes to insider lists are expected, as ESMA has been mandated to simplify their content under forthcoming implementing standards, drawing on the model of streamlined insider lists currently in use on SME growth markets.

Changes to MifFID II concerning research

The Listing Act puts an end to the requirement for separate payment of research and order execution services introduced by MiFID II in 2018. As of June 6, 2026 (date of application of the amended MiFID II directive), investment service providers, as defined by article 4(1)(1) of MiFID 2, will once again be allowed to bundle research fees with order execution services, provided they comply with certain transparency obligations toward end clients. This bundled payment option will complement the two existing methods of paying for research (direct payment from the investment firm’s own resources and payment from a separate research fee account). For instance, it may take the form of Commission Sharing Agreements (CSA), a mechanism previously used in France until 2018. Investment firms will be required to conduct an annual review of the quality of the research they consume and how they make use of it.

A public consultation by ESMA is currently open until January 28, 2025, regarding the revision of Article 13 of Commission Delegated Directive (EU) 2017/593, whose current provisions are no longer aligned with the new regime introduced by the Listing Act.

The Listing Act also establishes a specific framework for sponsored research (in whole or in part) by the issuer. To qualify and avoid being classified as commercial material, sponsored research will have to comply with a European code of conduct when distributed to end clients and the investment service provider will have to comply with organisational standards. This code will ensure a high standard of independence and objectivity.

The European code of conduct for sponsored research will be included in a Regulatory Technical Standard (RTS) currently being prepared by ESMA, which will soon be subject to a public consultation. It may draw heavily on the French Sponsored Research Charter of best practices developed in May 2022 by AMAFI, AFG, and SFAF.

The possibility to adopt multiple-vote share structures

The Listing Act introduces a new directive, Directive (EU) 2024/2810 of October 23, 2024, designed to enable companies seeking to have their shares admitted to trading on a multilateral trading facility to adopt a "multiple voting share structure”.

The directive requires Member States to:

• set a maximum voting ratio for multiple voting shares compared to ordinary shares (the value of this ratio remains at the discretion of the Member States), or
• provide that for general meeting decisions requiring a qualified majority, this qualified majority must be calculated:
  • based on both the votes cast and either the share capital or the total number of shares represented at the general meeting; or
  • based on share classes and subject to a separate vote in each class of shares affected by the decision.

The directive outlines a list of additional safeguards, including sunset clauses that may apply in cases such as a transfer to third parties, upon the occurrence of specific events, or the expiration of a predetermined period. These safeguards, however, remain optional.

Companies adopting classes of multiple voting shares will be subject to transparency obligations at the admission stage and subsequently on an ad hoc basis in their annual financial report if their multiple voting shares structure has changed since the last market disclosure. Such companies must also be clearly identified by adding a marker to the name of their shares.

In France, the law enacted on June 13, 2024, aimed at facilitating corporate financing through capital markets and enhancing the attractiveness of French markets (Law 2024-537), introduced the possibility for companies to adopt multiple voting shares as part of the initial admission of their shares to trading on a regulated market or a multilateral trading facility. This legislation anticipates the application of the European directive for multilateral trading facilities and extends this authorization to regulated markets.

For companies whose shares are admitted to trading on a multilateral trading facility, France has opted to introduce a maximum ratio of twenty-five to one between the voting rights attached to a multiple voting share and those attached to an ordinary share. No ratio is introduced for companies whose shares are admitted to trading on a regulated market.
The French law also includes the following provisions:

• The beneficiaries of multiple voting shares must be specifically designated, although the law does not limit the number or type of potential beneficiaries.
• Multiple voting shares have a ten-year lifespan, which may be extended by an additional five years upon approval by an extraordinary general meeting.
• Multiple voting rights are suspended when the general meeting votes on resolutions concerning:
  • the appointment of statutory auditors;
  • the approval of annual accounts;
  • amendments to the company’s bylaws, except in the case of capital increases;
  • the approval of related party transactions ; and
  • directors’ remuneration policy ("say on pay").