ESMA provides guidance to markets on the transitional application of the Listing Act due to delays in the new Delegated Prospectus Act.
The European Securities and Markets Authority (ESMA) issued on 7 May 2026 a second statement aimed at providing guidance to issuers and other participants in the European Union capital markets on the application of certain amendments introduced by the regulatory package known as the Listing Act. This statement takes into account the expected delay in the entry into force of the European Commission’s Delegated Act, adopted on 7 May 2026, which introduces changes to Delegated Regulation (EU) 2019/980, supplementing Regulation (EU) 2017/1129 on prospectuses. Although the new Level 1 rules stemming from the Listing Act will be fully applicable from 5 June 2026, ESMA recognises the need to facilitate a transitional period in light of the absence of formal entry into force of the Delegated Act.
In this context, ESMA recommends, on a non-binding basis, that from 5 June 2026 market participants use the provisions of the Delegated Act, which is not yet in force, as a reference for the preparation of prospectuses, in order to comply with the new requirements under the Prospectus Regulation. The amendments mainly focus on the standardisation of the format and sequence of the prospectus, the simplification of its content and of the review and approval process, as well as the introduction of a new EU IPO prospectus and specific ESG disclosure requirements, including those applicable to sustainability-linked bonds. In addition, additional scrutiny criteria are removed in order to enhance supervisory convergence, and a new maximum time limit for the approval of prospectuses is introduced, with specific provisions for SMEs. This guidance aims to provide legal certainty to the market until the Delegated Act formally enters into force.
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