Key points
- The information in a prospectus for “plain vanilla” debt securities will need to follow a prescribed order, but this will not apply to other prospectuses such as base prospectuses or those describing securities which give rise to payment or delivery obligations linked to an underlying asset.
- The separate Annexes to Commission Delegated Regulation (EU) 2019/980 (widely known as the EU PR Regulation) for wholesale and retail non-equity securities are to be merged into one set of Annexes for all "standard" non-equity securities, but as is currently the case certain content requirements will only apply for "retail" securities.
- Detailed additional information will need to be included in a prospectus for non-equity securities that are advertised as considering ESG factors or pursuing ESG objectives.
- The requirement that a prospectus contains audited financial statements in respect of the issuer and any guarantor covering the latest two financial years is to be reduced to a single financial year, although issuers retain the flexibility to include more information where considered necessary.
- The information which must appear in a prospectus summary will need to appear in a prescribed order.
- Any prospectus approved before 5 June 2026 will continue to be governed until the end of its validity by the version of the EU Prospectus Regulation in force on the day of its approval.
The Listing Act package
Regulation (EU) 2024/2809 (the amending Regulation), published in 2024 as part of the EU's "Listing Act" package, made a number of amendments to the EU Prospectus Regulation and provided for them to come into effect in three stages. The first two sets of amendments have applied from 4 December 2024 and 5 March 2026, respectively, and the final set of amendments will apply from 5 June 2026. For issuers of non-equity securities the most noteworthy of these final set of amendments are summarised below.
Standardised format and sequence
From 5 June 2026, a prospectus will be required to be a document of a standardised format with information presented in a standardised sequence, in accordance with delegated acts to be made by the Commission. However ESMA and the Commission have decided that this degree of standardisation is only practical for “plain vanilla” debt prospectuses. As a result, the Delegated Regulation adopted by the Commission on 7 May 2026 provides that the information in a prospectus for “plain vanilla” debt securities prepared as a single document will need to follow a prescribed order, but this will not apply to other prospectuses such as base prospectuses or those describing securities which give rise to payment or delivery obligations linked to an underlying asset.
While this Delegated Regulation has been adopted by the Commission it will not take effect until it is published in the Official Journal which will only be after the end of the co-legislators’ objection period, probably in the final months of 2026. As a result, also on 7 May 2026 ESMA published a public statement (ESMA32-753890202-3084) which says that during the period from 5 June 2026 until the Delegated Regulation enters into application ESMA recommends that stakeholders use the provisions in the Delegated Regulation as adopted by the Commission in determining what minimum disclosure is necessary to satisfy the Level 1 (EU Prospectus Regulation) requirements.
Green bond Annex
A new building block Annex of minimum disclosures for securities that are advertised as taking into account ESG factors or pursuing ESG objectives will be added to the EU PR Regulation by the Delegated Regulation. In summary:
- where the securities are advertised as adhering to the EU taxonomy, the prospectus must state the percentage of the proceeds that will be allocated to activities compliant with the EU taxonomy;
- where the securities are advertised as adhering to a system other than the EU taxonomy, the prospectus must (i) identify that system and how it ensures the economic activities contribute to environmental objectives, (ii) include an electronic link to the technical screening criteria, the do no significant harm principles and the minimum social safeguards of the system (or state that the system does not include any such items) and (iii) state the percentage of the proceeds that will be allocated to activities compliant with the system;
- where the securities are advertised as adhering to a specific market standard or label relating to ESG factors the prospectus must identify the market standard or label and include an electronic link to the disclosures related to that market standard or label, such as an applicable framework;
- for "use of proceeds" bonds, the prospectus must list the sustainable projects and activities to which the proceeds are to be allocated and describe the goals and characteristics of the sustainable projects or activities, the criteria used to determine that such projects or activities are sustainable and any permissible deviations, and where the sustainable activities are not identified at the time of the approval of the prospectus, the prospectus must disclose the criteria which will be used to identify the relevant activities;
- for sustainability-linked bonds the prospectus must explain the selected key performance indicators (KPIs) and sustainability performance targets (SPTs), their calculation methodology and how they are consistent with science-based targets (where any) and the issuer’s sustainability strategy;
- for structured securities the prospectus must describe the ESG objectives pursued by the underlying and how the use of the underlying is compatible with the sustainability characteristics that the securities promote, or contain a link to a website(s) where this information is available;
- the prospectus must include a link to any ESG ratings the issuer chooses to use and a link to any external review or second-party opinion; and
- the prospectus must state whether post-issuance information will be provided, together with an indication of where that information will be reported.
European Green Bonds (or EuGBs) that satisfy the requirements of the EU Green Bond Regulation ((EU) 2023/2631) and incorporate by reference in the prospectus a European Green Bond factsheet satisfying the requirements of the EU Green Bond Regulation will be exempt from these requirements. Similarly, if an issuer of bonds marketed as environmentally sustainable or sustainability-linked chooses to use templates for voluntary pre-issuance disclosures described in the EU Green Bond Regulation then its prospectus will also be exempt from these requirements if it includes the relevant optional disclosures set out in that Regulation.
Most of this required information is "Category A" information, which means in the context of an issuance under a programme that this information must appear in the base prospectus and cannot appear in the final terms. However in the case of "use of proceeds" bonds, the description of the goals and characteristics of the relevant sustainable projects is "Category B" information, which means that any relevant details not known at the date of the base prospectus may be inserted in the final terms. In the case of sustainability-linked bonds, information on financial features which are influenced by the fulfilment or failure to fulfil sustainability or ESG objectives is "Category B" information.
Other principal amendments
The other principal features of this Delegated Regulation are:
- Wholesale and retail Annexes merged: The separate Annexes to Commission Delegated Regulation (EU) 2019/980 (widely known as the EU PR Regulation) for wholesale and retail non-equity securities are to be merged into one set of Annexes for all "standard" non-equity securities, but as is currently the case certain content requirements will only apply for "retail" securities.
- One year's financial information: The requirement that a prospectus contains audited financial statements in respect of the issuer and any guarantor covering the latest two financial years is reduced to a single financial year, although issuers retain the flexibility to include more information where considered necessary.
- Scrutiny and approval: Competent authorities are to be granted enhanced powers in relation to the scrutiny and approval of prospectuses.
For more information, see this Ashurst briefing.
Summaries
Currently Article 7 of the EU Prospectus Regulation describes in some detail the information which must appear in a summary and typically when drafting a summary people follow the order of these information requirements as set out in Article 7. With effect from 5 June 2026 following this order will become mandatory. In addition, it will be expressly permitted for the summary to present information in the form of charts, graphs or tables.
Template and layout of prospectuses and summaries
With effect from 5 June 2026, ESMA is mandated to draft implementing technical standards to specify the template and layout of prospectuses, including the font size and style requirements, depending on the type of prospectus and the type of investors targeted. However announcements from ESMA and the Commission suggest that these draft technical standards will not be produced until Q4 2026 and the Commission is unlikely to adopt any such standards before Q4 2027.
ESMA is also mandated to draft implementing technical standards to specify the template and layout of prospectus summaries but it seems likely that these standards will follow the same trajectory.
Plain language
With effect from 5 June 2026, ESMA is also mandated to develop guidelines on comprehensibility and on the use of plain language in prospectuses to ensure that the information provided therein is concise, clear and user-friendly depending on the type of prospectus and the type of investors targeted.
Page limit for equity prospectuses
A prospectus that relates to shares and which is submitted for approval after 5 June 2026 will be limited to a maximum length of 300 sides of A4-sized paper when printed. It is important to note that this 300-page limit will not apply to a prospectus that relates to non-equity securities.
Permitted language
The rules governing the language(s) in which a prospectus must be drawn up are changed to provide issuers with more flexibility to draw up a prospectus in English only (as the language customary in the sphere of international finance), irrespective of whether the offer or admission to trading is domestic or cross-border.
Small offers threshold
Currently member states have the power to set various exemption thresholds between EUR 1,000,000 and EUR 8,000,000 for the size of an offer below which an approved prospectus Is not required. This will be replaced by a single threshold of EUR 12,000,000 with member states having the power to provide for a threshold of EUR 5,000,000 instead.
Grandfathering
The amending Regulation giving effect to these changes also inserts a new transitional provision into the EU Prospectus Regulation to the effect that any prospectus approved before 5 June 2026 will continue to be governed until the end of its validity by the version of the EU Prospectus Regulation in force on the day of its approval.
