News

ESMA provides clarity on prospectus requirements following delay to the application of Listing Act changes

08 May 2026

ESMA has published its long-awaited public statement providing guidance to market participants on the legal requirements for prospectuses in view of the anticipated delay to the application of the Delegated Act. The Delegated Act contains further detailed requirements on the changes introduced by the EU Listing Act to the EU Prospectus Regulation.

On 7 May 2026, the European Securities and Markets Authority (ESMA) published a public statement (the Public Statement) on the applicability of the amendments to Commission Delegated Regulation 2019/980 (the Prospectus Delegated Regulation). In the Public Statement ESMA recommends that, during the period of delayed applicability of the amendments to the Prospectus Delegated Regulation, stakeholders use the provisions in the Delegated Act as adopted by the European Commission on 7 May 2026 to determine what more granular disclosure is needed to satisfy the Level 1 requirements. ESMA also clarifies that the objective of the Public Statement is to support the Listing Act’s burden-reduction objectives while maintaining financial stability in the markets.

Background

The remaining Level 1 amendments to the EU Prospectus Regulation brought in by the EU Listing Act will enter into force on 5 June 2026 (a consolidated version of the EU Listing Act produced by Hogan Lovells can be found here).

The Delegated Act complements the Level 2 changes to the EU Prospectus Regulation and amends the Prospectus Delegated Regulation. It is primarily relevant for the format of the prospectus and sequencing of information items. It also introduces new disclosure requirements for non-equity securities advertised as taking into account ESG factors or pursuing ESG objectives, introducing a new annex. Please also see our previous article, ESMA finalises report on prospectus changes: Main changes for debt securities for further details on these changes.

On 23 April 2026, BaFin also published a statement on the same topic. It took a slightly different approach, stating that the Prospectus Delegated Regulation continues to apply in its current form as long as the amendments have not entered into force, but requests that as of 5 June 2026 any changes on Level 1 are to be taken into account if sufficiently specific.

Next steps

The Public Statement is a welcome clarification of regulatory expectations from ESMA and will allow market stakeholders to prepare for the new requirements as they apply to any new issuances of debt securities from 5 June 2026. Now that the Delegated Act has been adopted by the European Commission, it will be subject to a three-month scrutiny period by the European Parliament and Council of the EU, a period which can be extended by three months if necessary. The Delegated Regulation will then enter into force on the third day following its publication in the Official Journal of the EU.

This note is for guidance only and should not be relied on as legal advice in relation to a particular transaction or situation. Please contact your normal contact at Hogan Lovells if you require assistance or advice in connection with any of the above.

Authored by Dr. Jochen Seitz and Patrick Evans.