Publication of commission delegated regulation implementing key prospectus reforms under the EU Listing Act

On 13 August 2026, the European Commission published Commission Delegated Regulation (EU) 2026/1061 amending Commission Delegated Regulation (EU) 2019/980 as regards the standardised format and sequence, as well as the streamlined content, scrutiny and approval, of prospectuses (the “New Delegated Regulation”).

The New Delegated Regulation forms part of the broader package of reforms introduced under the EU Listing Act, aimed at facilitating access to EU capital markets by reducing regulatory burdens for issuers whilst maintaining appropriate levels of investor safeguards. The New Delegated Regulation entered into force on 16 August 2026.

Key Changes

The New Delegated Regulation introduces amendments to the prospectus disclosure regime set out in Commission Delegated Regulation (EU) 2019/980 of 14 March 2019 supplementing Regulation (EU) 2017/1129 of the European Parliament and of the Council as regards the format, content, scrutiny and approval of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market (“Delegated Regulation 2019/980”).¹

In particular, the annexes which prescribe the information to be included in prospectuses have been revised. A number of existing annexes have been replaced or restructured, whilst a number of disclosure requirements have been streamlined and consolidated. The revised annexes, together with the other amendments to the main text of Delegated Regulation 2019/980, introduce prescribed formats and sequencing requirements for certain categories of prospectuses, requiring information in the annexes to be presented in a specified order.

Of particular note in the local context, and without seeking to provide an exhaustive summary of the reforms introduced by the New Delegated Regulation, are the following annexes:

While the new annexes do not fundamentally alter the prospectus disclosure regime, they generally streamline disclosure requirements by removing certain information previously required and, in some cases, reducing the historical period covered or the volume of information that must be included. For example, in the case of issuers of non-equity securities, the disclosure of audited historical financial information now covers only the latest financial year, replacing the previous requirement to include historical audited financial information covering the preceding two financial years. In the case of issuers of equity securities, this requirement has been reduced from the latest three financial years to the latest two financial years. Disclosures about the memorandum and articles of association have been removed completely for debt issuers and reduced slightly for equity issuers.

As a result, (prospective) issuers and their advisers may, in certain circumstances, benefit from reduced disclosure obligations compared to those applicable under the previous regime. The reforms are intended to streamline the preparation of prospectuses, while preserving the level of information required to enable investors to make informed investment decisions.

The New Delegated Regulation also introduces changes relating to the scrutiny and approval of prospectuses, with the objective of enhancing supervisory convergence and increasing predictability in the prospectus review process.

Conclusion

An updated consolidated version of Delegated Regulation (EU) 2019/980, reflecting the changes introduced by the New Delegated Regulation and Commission Delegated Regulation (EU) 2026/773 (whilst also taking into account the corrigendum published on 31 July 2026), would be welcomed by market participants. Whilst the stated objective of the EU Listing Act reforms is to simplify access to EU capital markets for issuers and investors alike, navigating the various legislative instruments implementing those reforms has, perhaps somewhat ironically, become an increasingly complex exercise. A consolidated text would therefore greatly facilitate access to the updated legal framework which itself seeks to facilitate access to EU capital markets.

¹ The New Delegated Regulation is not the only recent amendment to Delegated Regulation 2019/980. Commission Delegated Regulation (EU) 2026/773 of 4 March 2026 amending Delegated Regulation (EU) 2019/980 as regards the reduced content and the standardised format and sequence of the EU Follow-on prospectus and the EU Growth issuance prospectus also introduced new annexes to be followed in secondary issuances of securities by companies already listed on a regulated market or an SME growth market (the EU Follow-On Prospectus) and issuances of securities by SMEs and companies listed or to be listed on SME growth markets (the EU Growth Issuance Prospectus).
² And units issued by collective investment undertakings of the closed-end type.
³ And units issued by collective investment undertakings of the closed-end type.