TITLE: European Securities and Markets Authority Clarifies Prospectus Regulation Transitional Provisions Under Listing Act
BODY:
On February 19, 2026, the European Securities and Markets Authority (ESMA) published a market notice clarifying the transitional provisions introduced by the Listing Act regarding prospectus requirements. The Listing Act, which amended Regulation (EU) No 2017/1129 (Prospectus Regulation), aims to improve access to European Union capital markets, particularly for small and medium-sized enterprises (SMEs), while maintaining investor protection standards.
ESMA clarified that prospectuses approved under the simplified regime (for secondary offerings and the Growth Union) until March 4, 2026, and prospectuses under the general regime approved until June 4, 2026, remain valid and continue to be governed by the version of the Prospectus Regulation in force on their approval date. Registration documents and universal registration documents approved or submitted until June 4, 2026, may be used in tripartite prospectuses approved thereafter until the end of their validity, provided they are kept updated through supplements or amendments.
Registration documents for secondary offerings and Growth Union offerings expire on March 4, 2026. From March 5, 2026, issuers and offerors must use the Follow-on Union Prospectus and Growth Union Prospectus in accordance with Articles 14 bis and 15 bis of the Prospectus Regulation. However, ESMA noted that the Commission Delegated Act detailing their reduced content, format, and standardised sequence is not expected to enter into force on that date due to approval process delays. ESMA recommends issuers and offerors voluntarily include the information specified in the pending Commission Delegated Act in prospectuses from March 5, 2026, onwards.
For clarifications, issuers may contact ESMA or the relevant national competent authority.