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On 7 May 2026, the European Commission adopted a delegated regulation with reference C(2026) 2876 (the “Prospectus Format RTS”). The Prospectus Format RTS makes changes to the format and content of prospectuses under the Prospectus Regulation regime.
Listing Act
The Listing Act package includes amendments to the Prospectus Regulation, the Market Abuse Regulation and MiFIR. The Listing Act package (see Regulation (EU) 2024/2809, Directive (EU) 2024/2810 and Directive (EU) 2024/2811, together the “Listing Act”) was published in the Official Journal of the EU on 14 November 2024 and has applied since 4 December 2024 (although in some cases, such as this one, the obligations are being introduced on a staggered timeline). Regulation (EU) 2024/2089 mandates the publication of the Prospectus Format RTS to provide for the standardised format and sequence of prospectuses.
The overall objective of the Listing Act is to make the EU’s public capital markets more attractive, facilitate the listing of smaller companies by streamlining the listing process (which should ultimately reduce regulatory and compliance costs) and enhance legal clarity, while ensuring an appropriate level of investor protection and market integrity. You can read more about the Listing Act here.
Prospectus Format RTS – Key impacts for debt capital markets
The Prospectus Format RTS makes notable amendments to the rules on the format and content of prospectuses. The key changes from a debt capital markets perspective include the following:
- Detailed additional information needs to be included in a prospectus for non-equity securities that are advertised as considering ESG factors or pursuing ESG objectives. For example, where the securities are advertised as adhering to a specific market standard or label relating to ESG factors, the prospectus must identify the market standard or label and include an electronic link to the disclosures related to that market standard or label.
- The requirement that a prospectus contains audited financial statements in respect of the issuer and any guarantor covering the latest two financial years is reduced to a single financial year.
- The separate Annexes to Commission Delegated Regulation (EU) 2019/980 (the “PR Regulation”) for wholesale and retail non-equity securities are merged into one set of Annexes for all “standard” non-equity securities. However, it remains the case that certain content requirements only apply for “retail” securities. Moreover, in our view these changes to the Annexes do not result in any significant changes to the minimum disclosure requirements for debt securities because disclosure remains subject to the overall requirement of the “necessary information test” in Article 6(1) of the Prospectus Regulation.
- National competent authorities are granted additional powers in relation to the scrutiny and approval of prospectuses.
Entry into force
The Prospectus Format RTS is subject to a non-objection period by the European Parliament and the Council of the EU. It will enter into force following its publication in the Official Journal of the EU. However, ESMA issued a statement on 7 May 2026 recommending that from 5 June 2026 onwards stakeholders use the provisions in the Prospectus Format RTS (as adopted by the European Commission) in determining what more granular disclosure is necessary to satisfy Prospectus Regulation requirements.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
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