Market Abuse – Amendments To EU MAR

Amendments to the EU Market Abuse Regulation (EU MAR), made by the EU Listing Act (2024/2809), take effect on 5 June 2026. The amendments relate to when inside information has to be disclosed where there are intermediate steps in a protracted process.

Both EU MAR and the UK Market Abuse Regulation (UK MAR) require issuers to disclose inside information as soon as possible (Article 17(1)). The key changes being made to EU MAR are as follows:

• Intermediate steps in a protracted process do not need to be announced –  Where the inside information relates to intermediate steps in a protracted process, issuers will only need to disclose the final event or final circumstances in the process – the disclosure of intermediate steps will no longer be required. The European Commission has published a Delegated Act which gives a non-exhaustive list of protracted processes and identifies the final step in each case, which is generally the issuer’s governing body taking a formal decision.
• Confidentiality still applies – The intermediate steps will still constitute inside information (if they satisfy the relevant criteria). This means that the confidentiality of intermediate steps must still be maintained and insider lists must still be produced and updated.
• Criteria for delaying disclosure of inside information – One of the conditions for delaying disclosure of inside information is that the delay should not be likely to mislead the public (Article 17(4)). This is being replaced in EU MAR by a condition that the delayed information is not "in contrast with the latest public announcement" by the company on the matter to which the inside information relates. The Delegated Act discussed above also details the circumstances in which information will be deemed to be contrary to the company’s most recent disclosures.

The changes mean that EU MAR and UK MAR are no longer aligned, and so issuers with securities listed in both the UK and the EU will need to consider their disclosure obligations under each of the Regulations separately. In particular they will need to remember that, in the UK, an intermediate step in a process that is inside information must be announced as soon as possible (unless the criteria for delaying disclosure are met).

ESMA is in the process of updating its guidelines on EU MAR, with publication expected in Q4 2026. The Financial Conduct Authority expects issuers to continue to apply the ESMA guidance in place at the time of the UK's departure from the EU to the extent that it remains relevant.

The EU Listing Act also makes changes to the EU Prospectus Regulation to allow, amongst other things, Member States to raise or lower the threshold for the requirement to publish a prospectus for public offers of securities between €5 million and €12 million.

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.