Listing Act: Where things stand now

• Progress made on the Level 2 measures required to fully implement the EU Listing Act package but some key measures have not yet been published. 
  
  
• Commission deprioritisation programme will push some Level 2 measures to 1 October 2027 at the earliest. 
  
  
• Ireland confirms higher 'small offers' exemption threshold and prospectus summary requirement for offers utilising this exemption.

Deprioritisation of Level 2 measures

The Commission published a letter sent to the European Supervisory Authorities and the Anti-Money Laundering Authority on 6 October 2025 outlining plans to deprioritise the adoption of certain technical standards and reviews relating to financial services.

Noting that EU Directives and Regulations (ie Level 1 measures) adopted between 2019 and 2024 empower the Commission to adopt 430 Level 2 measures, it concluded on review, that 115 of these measures are "non-essential" for the effective functioning of the related Level 1 measures. 

Non-essential measures will not be adopted before 1 October 2027.  Where the Commission has an obligation to act in respect of any of these measures before that date, it will propose to amend or repeal the empowerment in the relevant Level 1 measures.  Several Level 2 measures specified in the Listing Act Regulation's amendments to the EUPR and MAR are affected.

Level 2 measures related to EUPR amendments

• Prospectus templates & summaries templates (EUPR Articles 6(8) & 7(15))
  
  The Commission is empowered to adopt separate implementing technical standards (ITS) to specify the template and layout including font and style requirements of: (i) prospectuses; and (ii) summaries.  ESMA is currently charged with submitting both sets of draft ITS to the Commission by December 2025.  As at December 2025, ESMA has not publicly submitted these draft ITS to the Commission.  As both measures have been designated non-essential as part of the Commission's deprioritisation programme, the timeline may slip but no indicative timelines have been communicated.  We expect that the related Level 3 guidelines (for which no timelines are specified) would likely be similarly deferred. 
  
  
• Prospectus format and sequence (EUPR Article 13(1))
  
  The Listing Act Regulation will amend the EUPR from 5 June 2026 to require the Commission to adopt by that date Delegated Acts on the standardised sequence and format of prospectuses, base prospectuses and final terms.  The preparatory work for these Delegated Acts pre-dated the Listing Act Regulation with a request from the Commission to ESMA for technical advice in June 2024.  ESMA in response and following a public consultation, published its final report in June 2025 which included a redraft of Commission Delegated Regulation (EU) 2019/980 ("CDR 2019/980") incorporating ESMA's proposed amendments.  CDR 2019/980 sets out, amongst other things, the disclosure building blocks for prospectuses.  On 4 December 2025, the Commission published a consultation on a draft Delegated Act that would amend CDR 2019/980 to specify the standardised sequence and format of prospectuses, base prospectuses and final terms, drawing on ESMA’s technical advice.  The consultation will close on 1 January.  Adoption remains required by 5 June 2026.
  
  
• Scrutiny of prospectus (EUPR Article 20(11))
  
  ESMA's redraft of CDR 2019/980 also addresses the circumstances in which a competent authority can apply additional criteria during the prospectus scrutiny process and/ or require the inclusion of additional information for investor protection purposes as required under the amended EUPR Article 20(11).  No specific statutory deadline is set for this element and, as noted above, no Commission draft Delegated Act has been published as at the time of writing. 
  
  
• Base prospectuses (EUPR Article 23(8)):
  
  ESMA conducted a three-month consultation ending 19 May 2025 on draft guidelines on supplements which introduce new securities to a base prospectus.  A final report on these draft guidelines was expected in Q4 2025 but has not yet been published.
  
  
• Third country arrangements (EUPR Articles 29(5) & 30(4))
  
  Delegated Acts concerned with determining the equivalence of third country frameworks to the EUPR and minimum cooperation arrangements with third country supervisors have also been deprioritised.  No drafts have been published as at December 2025.
  

EUPR national discretions

Listing Act Regulation amendments to the EUPR will revise the existing 'small offers' exemption from the obligation to publish a prospectus and related national discretion with effect from 5 June 2026.  The current threshold in Ireland is a total consideration of €8 million over 12 months.  The Listing Act Regulation will increase the ceiling in the EUPR to €12 million over 12 months, subject to national discretion to set a lower threshold, but not below €5 million.  Member States will have the further discretion to require issuers availing themselves of the small offers exemption to publish either a prospectus summary complying with EUPR Article 7(4) to (10) and (12) or a document prescribed by national law of no more onerous standard.  The Minister for Finance, following public consultation decided to: (i) raise the domestic prospectus exemption threshold to €12 million over 12 months; and (ii) require the publication of a prospectus summary for offers relying on the exemption.  The discretions must be implemented in national law by 5 June 2026. 

Level 2 measures related to MAR amendments

• Insider lists (MAR Article 18(9))
  
  ESMA submitted its Final Report on draft ITS on the use of alleviated format insider lists to the Commission on 21 October 2025. The Commission has three months to decide whether to adopt the technical standards, with or without amendments.  No Commission decision has been published as at December 2025. 
  
  
• Final events & contrast with latest public information (MAR Article 17(12))
  
  ESMA published its Final Report on technical advice concerning MAR and MiFID II SME GM (the MAR Technical Advice) to the Commission on 7 May 2025. The MAR Technical Advice concerns (amongst other things): (i) protracted processes and identifying key moments for public disclosure; and (ii) situations where delayed disclosure is not allowed.  The Commission's Delegated Act has not yet been published.  It is expected to be adopted by 5 June 2026 when the corresponding Level 1 provisions enter into application.
  
• CMOB (MAR Articles 25a(6) & (7))
  
  While ESMA's MAR Technical Advice also set out methodology for identification trading venues with a significant cross-border dimension for the purposes of the new cross-market order book mechanism (CMOB) (designed to improve detection of cross-border market abuse), the ITS by which the CMOB would be established have been deprioritised until at least 1 October 2027 under the Commission's deprioritisation programme.  
  

ESMA Q&A tool

In addition to the measures outlined above, we expect that ESMA will publish updates in its Q&A tool to reflect the Listing Act Regulation changes to the EUPR and MAR.

Outlook

Against this shifting backdrop, debt issuers should proceed on the basis that core Listing Act changes will enter into application through to June 2026, while recognising that several important operational details may be delayed by the Commission's deprioritisation of non essential Level 2 measures until at least October 2027.  In practice, this means monitoring closely the still pending Delegated Acts and any Q&A updates.  Notwithstanding these delays, the Listing Act remains on track to deliver a more proportionate regulatory framework that enhances the attractiveness of EU markets while continuing to safeguard investors.