Key changes to the Market Abuse Regulation (MAR)
Reduced disclosure in protracted processes
Under the current regime, intermediate steps in a protracted process must be disclosed if they qualify as inside information. From 5 June 2026, issuers will only be required to disclose the final event or circumstances in such a process and issuers no longer need to assess each intermediate step for disclosure purposes. Until that moment, issuers must ensure confidentiality of the information. If confidentiality is breached, immediate disclosure will be required.
Revised condition for delayed disclosure
One of the conditions for delaying the disclosure of inside information will be amended. The condition ‘delayed disclosure is not likely to mislead the public’ will be replaced by the requirement that ‘the inside information is not in contrast with the latest public announcement or other type of communication by the issuer on the same matter to which the inside information refers’. The other conditions for delayed disclosure will remain unchanged.
Examples
The Annexes to the Delegated Regulation supplementing MAR (see below) contain non-exhaustive lists of 35 final events or final circumstances in protracted processes and eight situations where the inside information is in contrast with the latest public announcement on the same matter. Examples of final events or final circumstances include the signing or termination of a material agreement, including agreements relating to the acquisition or disposal of relevant assets or subsidiaries, a decision to increase capital, the approval of financial results or a decision on the appointment or removal of board members or of managers holding a key role. Examples of situations where the inside information is in contrast with the latest public announcement are inside information concerning a material change to forecasts or financial results, a material change to the environmental or social impact of a project or a product, or the fact that the results or the deadlines of a product or a project under development will not be met, where these matters were previously publicly announced or communicated.
Key changes to the Prospectus Regulation
Increased exemption threshold for public offers
The exemption threshold to prepare a prospectus for public offers is raised from €8 million to €12 million in total consideration over a twelve-month period, with the possibility for Member States to reduce it to a minimum of €5 million and to require publication of a prospectus summary or national information document. The Netherlands has not opted to reduce the exemption threshold, but does require the publication of an information document for investors.
Standardised format, disclosures and page limit
A standardised format and fixed sequence for prospectuses becomes mandatory. Under the Annexes to the Delegated Regulation amending Commission Delegated Regulation (EU) 2019/980 on the standardised sequence and format of prospectuses, base prospectuses and final terms (“CDR 2019/980”), equity prospectuses will only require two years of financial information and need to either incorporate by reference or include the information set out in the issuer’s management report. An OFR will no longer be required.
Furthermore, equity or equivalent securities prospectuses will be subject to a maximum of 300 A4 pages. This limit excludes the summary, information incorporated by reference, certain additional disclosures required for companies with a complex financial history and major changes. This restriction does not apply where the securities are simultaneously offered or placed in a third country and an offering document is required under the laws, regulations, or market practices of that jurisdiction. The prospectus summary will have to be restructured in a fixed sequence of four sections and may now include graphics, charts and tables.
Language regime
For purely domestic offers or admissions to trading, a prospectus may be drawn up in English, although Member States retain the option to opt out of this regime. This option will exist from 5 June 2026 alongside the existing possibility to draw up the prospectus in a language accepted by the competent authority of the home Member State. The Dutch Authority for the Financial Markets (the “AFM”) continues to accept prospectuses in Dutch and English.
Delegated Acts
The amendments will be supplemented by multiple Level 2 measures in the form of technical standards drafted by ESMA and Delegated Acts adopted by the European Commission as well as Level 3 guidance. The Delegated Acts supplementing MAR and CDR 2019/980 are not yet final, although they were adopted by the Commission on 8 April 2026 and 7 May 2026, respectively. CDR 2019/980 sets out, amongst other things, the disclosure building blocks for prospectuses. A Delegated Act adopted by the Commission can only enter into force if no objection is raised by the Council or the Parliament during a three-month scrutiny period. If they raise no objections, the Delegated Act enters into force three days after its publication in the Official Journal of the European Union.
The AFM has indicated that issuers that wish to submit a prospectus with an approval date after 5 June 2026 must already use the reference tables annexed to the Delegated Act amending CDR 2019/980.
Please do not hesitate to contact Jetty Tukker or Emma Schutte if you would like to know more about the EU Listing Act.