The EU has now published a legislative package to make public capital markets in the EU more attractive to companies and to facilitate access to capital for small and medium-sized enterprises (the so-called Listing Act). The Listing Act contains changes to regulations including the Market Abuse Regulation (MAR) and the Prospectus Regulation.
These changes include the broadening of the exemption from the prospectus obligation, which means that more transactions will be exempt from the prospectus obligation, the information requirements for prospectuses will be further standardised and new simplified prospectus types will be introduced for secondary issues and for small and medium-sized enterprises. The Listing Act also means changes affecting such matters as listed companies’ obligation to publicly disclose insider information and a higher threshold for transparency reporting of transactions carried out by senior executives and their related parties.
A brief sample of the changes to the Prospectus Regulation and the Market Abuse Regulation is presented below:
Changes to the Prospectus Regulation
- The minimum amount exemption is extended – The minimum amount exemption for the prospectus obligation is increased from EUR 8 million to EUR 12 million. However, Member States are given an option to set the amount limit at EUR 5 million instead (the limit in Sweden is currently EUR 2.5 million). It is not clear at present which minimum amount exemption Sweden will choose to introduce. (The change enters into force on 5 June 2026)
- The volume exemption is extended – Currently, companies that have already admitted securities to trading on a regulated market have an obligation to prepare a prospectus if the company intends to admit a number of new securities to trading that exceeds 20% of the number of securities already admitted to trading on the same regulated market. That exemption was applied, for example, when a company carried out a directed rights issue without a prospectus obligation because the issue was not an offer to the public. This exemption is extended to 30% of the number of securities already admitted to trading on the same regulated market. (The change enters into force in December 2024)
- A new volume exemption is introduced – An exemption corresponding to the one set out in the above point is also introduced in the event that securities are offered to the public and those securities represent less than 30% of the number of securities already admitted to trading on the same market. One of the established conditions is that a shorter information document must be published and registered with the Swedish Financial Supervisory Authority. Such an information document, which may not exceed 11 A4 pages, must contain, among other things, a certificate stating that the company has continuously published information in accordance with applicable rules, that, at the time of the offer, the company is not postponing the public disclosure of insider information, the reason for the issue and how the proceeds of the issue are to be used, as well as specific risk factors for the company. (The change enters into force in December 2024)
- Secondary issues are exempt from the prospectus obligation – Companies that are currently able to prepare what is referred to as a secondary issue prospectus, i.e. companies whose securities have been continuously admitted to trading on a regulated market or a growth market for small and medium-sized enterprises for at least the 18 months preceding the offer of the new securities, will be able to prepare, instead of a prospectus, an information document with the contents set out in the above section. In order to apply this exemption, the company must not be subject to restructuring or to an insolvency procedure and the offer must not be made to the public in connection with a public purchase offer through exchange, merger or demerger. It will also be possible to produce such a document instead of a prospectus if an admission to trading on a regulated market of securities that have already been admitted to trading exceeds the volume exemption of 30% described above. (The change enters into force in December 2024)
- Change of prospectus types – What is currently named an EU growth prospectus will be named an EU growth issuance prospectus. Those prospectuses may in future continue to be used only by, for example, small and medium-sized enterprises or companies whose securities have been or are to be admitted to trading on a growth market for small and medium-sized enterprises (e.g. Nasdaq First North Growth Market). What is currently named a secondary issue prospectus, or simplified prospectus, will be named an EU follow-on prospectus. An EU follow-on prospectus may continue to be used only by, for example, companies whose securities have been continuously admitted to trading on a regulated market for at least the 18 months preceding the offer to the public or the admission to trading of the new securities on a regulated market. EU growth issuance prospectuses may have a maximum length of 75 A4 pages and EU follow-on prospectuses may have a maximum length of 50 A4 pages. (The change will enter into force on 5 March 2026)
Changes in MAR
- Expansion of the threshold for insider transactions – The threshold of EUR 5,000 per calendar year that currently applies as a minimum threshold when persons in senior management positions report insider transactions to the Swedish Financial Supervisory Authority is increased to EUR 20,000 during a calendar year. The Swedish Financial Supervisory Authority is given the ability to decide to raise this threshold to EUR 50,000 or lower it to EUR 10,000 in Sweden. The new threshold of EUR 20,000 per calendar year will apply from 4 December 2024 until further notice. That means that the threshold for the remainder of 2024 is EUR 20,000. The Swedish Financial Supervisory Authority will evaluate the new threshold in 2025 and may thereafter decide to use the mandate to change the threshold through an amendment to the regulations. (The change enters into force in December 2024)
- No requirement on public disclosure of insider information linked to intermediate steps – Companies are no longer required to publicly disclose insider information relating to intermediate steps in a process carrying on over time. Any such process will only require the final circumstances or final event to be made publicly known as soon as possible after they have occurred. The European Commission has been granted the power to adopt a delegated act to establish a non-exhaustive list of such final events or final circumstances. (The change enters into force on 5 June 2026)
- Amended criteria in the case of postponement of public disclosure of insider information – The current criterion in the case of postponement of public disclosure of insider information, which is worded as follows: “It is not likely that deferred public disclosure will mislead the public.”, is changed to the following wording: “The insider information that the issuer [...] intends to defer is not in contrast to the last public announcement or other type of communication from the issuer [...] on the same matter as the matter to which the insider information relates.”. (The change enters into force on 5 June 2026)
- Simplification regarding publication of acquisitions made under a buy-back programme – Unlike previously, trading in buy-back programmes in accordance with article 5 MAR is published in aggregated form. (The change enters into force in December 2024)
- Extension of exemption from the prohibition on trading during closed periods – Companies will be given greater ability, and also certain obligations, to allow trading during closed periods, i.e. 30 days for a financial report, for persons in senior management positions, e.g. transactions or trading activities that do not relate to active investment decisions made by the person in a senior management position. (The change enters into force in December 2024)
