EU Listing Act prospectus requirements in transition

On 5 June 2026, the EU Listing Act (Regulation (EU) 2024/2809) introduces amendments to the Prospectus Regulation (Regulation (EU) 2017/1129). These changes affect the format, sequence, content, scrutiny and approval of relevant prospectuses. This alert explains the practical implications for EMEA bond issuers and sets out the approaches recommended by certain EU National Competent Authorities (NCAs).

1. Grandfathering — existing programmes

Base prospectuses approved by an NCA before 5 June 2026 will be grandfathered for the remainder of their 12-month life and will not need to reflect the new regime until their next scheduled update. ESMA confirmed this on 18 February 2026 in the ESMA Public Statement on the Implementation of the Listing Act,¹ clarifying that NCAs will allow prospectuses approved or filed until 4 June 2026 to remain valid throughout their regular lifecycle without requiring immediate compliance with the Delegated Regulation amending Delegated Regulation (EU) 2019/980 (the Amending DR).²

2. A staggered entry into application

On 7 May 2026, two key developments occurred: (i) the European Commission adopted the Amending DR and (ii) ESMA published the ESMA Public Statement providing guidance on prospectus requirements during the period prior to the Amending DR's formal entry into force (the ESMA Statement).³

The Listing Act amendments to the Prospectus Regulation fully enter into application on 5 June 2026. However, ESMA anticipates a delay in the entry into application of the Amending DR, creating uncertainty about requirements for prospectuses approved on or after that date.

The ESMA Statement establishes the overarching framework for the transitional period: Level 1 applies from 5 June 2026; and the 7 May 2026 version of the Amending DR may be used as the Level 2 reference until the final text is published in the Official Journal of the European Union (the OJ), which is expected between mid-July and mid-August.

This creates a structural gap between two levels of legislative measures:

Level 1: The Prospectus Regulation as amended by the Listing Act, applying from 5 June 2026; and
Level 2: The Amending DR, which will not be formally in force until three days after its publication in the OJ.

3. ESMA guidance

During the period before the Amending DR's entry into force, the ESMA Statement confirms that the Level 1 provisions in the Prospectus Regulation already apply. For Level 2, ESMA recommends that issuers use the provisions in the 7 May 2026 version of the Amending DR to determine what disclosure is necessary to satisfy the Level 1 requirements. While this guidance is not binding, the Amending DR can assist both issuers and NCAs in determining appropriate disclosure.

The ESMA Statement does not address more granular practical questions, (e.g. imposed section ordering,⁴ the distinction between base prospectuses and standalones, and disclaimers). Such matters are addressed by the NCAs (see further below).

4. NCA pragmatic transitional approach

Some NCAs have released practical guidance supplementing the ESMA Statement to assist issuers navigating submissions and documentation decisions during the early implementation period. During the transitional period, many NCAs are taking a pragmatic approach consistent with the ESMA Statement: from 5 June 2026, applying Level 1 already in application; and applying Level 2 on the basis of the version adopted by the European Commission on 7 May 2026. The NCAs will work with market participants and escalate questions to ESMA during the transition period.

5. Scope of the imposed order: Base prospectuses vs. standalones

The following practical guidance is drawn from communications with NCAs. The new rules impose a mandatory section order, but this only applies in limited cases. For most bond issuers, the key points are: base prospectuses are not subject to any imposed section order; the mandatory order applies only to standalone prospectuses using a single annex (e.g. Annex 16); standalones using multiple annexes (e.g. Annex 16 plus the Guarantees Annex 21 or the ESG Annex 23), are not subject to the imposed order; and similarly, where securities are simultaneously offered in a third country with a separate offering document, the ordering requirement does not apply. Even where the mandatory section order applies, it only governs the order of sections, not the order of items within each section. An issuer will have flexibility in how they organise content within each section

5.1 The practical implications are summarised in the following table

5.2 Annex renumbering

Some Annexes have been renumbered in the 7 May 2026 version of the Amending DR. Cross-reference tables should be updated accordingly. The key changes are:

5.3 ESG bonds — What is changing and NCA specific requirements

A new Annex 23 sets out specific disclosure requirements for non-equity securities advertised as taking into account ESG factors or pursuing ESG objectives. In practice, Annex 23 broadly aligns with ESMA's July 2023 guidance on sustainability disclosures⁶ and the approach taken by the NCAs in the implementation of such guidance.

The allocation percentage of ESG bonds proceeds to EU taxonomy-aligned activities or similar third party classification systems has been reclassified as Category C information,⁷ meaning it can be included in final terms rather than the base prospectus, removing a significant practical burden, as allocation percentages are difficult to predict at the time of a programme update.

6. Feedback from the NCAs

The divergent approaches adopted by the NCAs underscore the importance of obtaining jurisdiction-specific advice when structuring ESG bond programmes during the transitional period. Our direct engagement with the NCAs places us in a strong position to advise issuers on the specific procedural and substantive requirements applicable in each jurisdiction, and to coordinate multi-jurisdictional programmes efficiently.

Federal Financial Supervisory Authority (BaFin) has adopted a proactive, front-end approach to greenwashing prevention in the context of securities offerings. BaFin has made the prevention of misleading sustainability-related disclosures a key supervisory priority. BaFin requires issuers to submit drafts of advertising communications relating to ESG bond offerings for pre-clearance. This is grounded in Article 22(3) of the Prospectus Regulation, which requires that advertising communications not be inaccurate or misleading. BaFin is authorised under Section 18(5) of the Securities Promotion Act to prohibit such advertising. Issuers should note that BaFin's two-to-three-week lead time for submission of advertising drafts may present timing challenges, particularly for opportunistic issuances.

The Commission de surveillance du secteur financier (CSSF) has indicated that significant uncertainties remain at ESMA level regarding finalisation of the relevant annexes, which are unlikely to be fully resolved by 5 June 2026. During the transition, the CSSF provides issuers with the choice to submit their prospectus filing on the basis of the pre-Amending DR Annexes or the post Amending DR Annexes⁸ until the Amending DR is published in the OJ.

Central Bank of Ireland (CBI) requires complete cross-referencing between draft prospectus text and the new annex disclosure items in the Amending DR. Where any technical text mismatch arises from the ongoing finalisation of Level 2 text, the CBI has confirmed that the Amending DR text will prevail over legacy online checklist templates. For ESG bonds, the CBI will cross-reference prospectus drafts to ensure ESG risk factors are appropriately tailored: use-of-proceeds bonds must detail allocation and management risks and project viability; sustainability-linked bonds must address KPI selection, conflicts of interest and target-monitoring risks. Where an issuance targets the EuGB designation, the prospectus must incorporate the standardised EuGB factsheet template. The CBI requires compliance sign-offs and will conduct retrospective spot-checks.

The French Autorité des Marchés Financiers (AMF) has stated that it has contributed to the drafting of the ESMA Statement and does not intend to provide official guidance on its approach to the review of prospectuses submitted before the entry into force of the Amending DR. It, therefore, has adopted a pragmatic approach consistent with the ESMA Statement. In substantive terms, there is no significant change for base prospectuses which do not fall under the new standardised order requirements. Regarding Annex 23 for bonds advertised as taking into account ESG factors or pursuing ESG objectives, the AMF does not expect any material changes in the disclosure compared to the elements already addressed by the issuers under the current regime. While establishing the cross- reference checklists, the AMF has advised issuers to insert a disclaimer to clarify that the prospectus was prepared on the basis of the version of the relevant Annex included in the draft Amending DR in accordance with the ESMA Statement.

Commissione Nazionale per le Società e la Borsa (CONSOB) has adopted the ESMA Statement. Although it has not officially provided further guidance on its approach to the review of prospectus submitted before the entry into force of the Amending DR, it is expected that it will address issues as they arise during the review of prospectuses.

Summary of recommended actions

• Check programme update timelines: If a base prospectus is due for renewal on or after 5 June 2026, it will need to comply with the new rules.
• Standalone prospectuses: If a standalone is being approved on or after 5 June, check whether the mandatory section order applies (single-Annex 16 standalones only). Consider whether referencing an additional Annex could avoid the need to reorder.
• Update cross-reference tables: Reflect the new Annex numbering.
• ESG issuers: Note that the allocation percentage is now category C (can go in final terms). An issuer may need to update its ESG programme documentation to reflect Annex 23 requirements.
• Monitor developments: The Amending DR is expected to be published in the OJ between mid-July and mid-August 2026.

_{1 https://www.esma.europa.eu/sites/default/files/2026-02/ESMA32-753890202-3066_Public_Statement_on_the_implementation_of_certain_changes_to_the_Prospectus_Regulation_introduced_by_the_Listing_Act.pdf
2 https://ec.europa.eu/transparency/documents-register/detail?ref=C(2026)2876&lang=en
3 https://www.esma.europa.eu/sites/default/files/2026-05/ESMA32-753890202-3084_Statement_on_Prospectus_Requirements_in_the_Period_Prior_to_the_Amendments_to_the_Delegated_Regulation.pdf
4 This is referred to as sequence in the Amending DR.
5 i.e. 7 May 2026 version of the Amending DR.
6 European Green Bonds (EuGBs) and bonds marketed as environmentally sustainable complying with the EU Green Bond Regulation’s voluntary templates are not covered by Annex 23. However, EuGB issuers must incorporate relevant green bond factsheet information into their prospectus. See: https://www.esma.europa.eu/sites/default/files/2023-07/ESMA32-1399193447-441_Statement_on_sustainability_disclosure_in_prospectuses.pdf
7 https://eur-lex.europa.eu/legal-content/EN/TXT/PDF/?uri=CELEX:02019R0980-20200917 and https://ec.europa.eu/transparency/documents-register/api/files/C(2026)2876_0/090166e52d3cec33?rendition=false 
8 i.e. 7 May 2026 version of the Amending DR.}

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_{This article is prepared for the general information of interested persons. It is not, and does not attempt to be, comprehensive in nature. Due to the general nature of its content, it should not be regarded as legal advice.}

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