The Listing Act includes changes to the following existing rules:
- Prospectus Regulation ((EU) No 2017/1129): Relevant changes include amending the thresholds and expanding the exemptions for the requirement to publish prospectuses, reducing the length and complexity of prospectuses by introduction of standardised formats, standardised sequence of information and certain page limits, introduction of a new shorter form ‘EU Follow-on prospectus’ applicable to secondary issuances as well as easing the requirements to the ‘EU Growth’ prospectuses.
- Market Abuse Regulation ((EU) No 596/2014): Relevant changes include expanding the definition of market sounding, specifying the requirements in respect of disclosure and delay of inside information in protracted processes, increasing thresholds for reporting on transactions made by persons discharging managerial responsibilities and introduction of new exemptions to trading of such persons during closed periods.
- Markets in Financial Instruments Directive (MiFID II) ((EU) No 2014/65): Relevant changes include streamlining the listing process of financial instruments, decreasing the minimum threshold for shares in free float while also allowing alternative ways to measure whether a sufficient number of shares is distributed to the public, allowance of specific segments of multilateral trading facilities to apply for and be registered as SME growth markets as well as changes to the rules on investment research.
- Markets in Financial Instruments Regulation (MiFIR) ((EU) No 600/2014): Changes primarily relate to technical adjustments to align with other changes resulting from the Listing Act.
In addition, the Listing Act also includes a new directive on multiple-vote shares with a framework to facilitate the issuance and use of multiple-vote shares in companies that seek admission to trading on SME growth markets. The aim is to encourage admission to trading on SME growth markets by allowing that controlling shareholders can maintain control through multiple-voting share structures.
Timeline for entry into force
The various measures of the Listing Act will enter into force 20 days after publication in the Official Journal of the European Union. Certain changes to the Market Abuse Regulation and the Prospectus Regulation will first apply after 15 or 18 months. The member states will have 18 months to transpose the changes to the MiFID II directive into national legislation and two years to transpose the directive on multiple-vote shares into national legislation.
