MFSA Circular On Amendments To The Prospectus Regulation And Market Abuse Regulation Under The EU Listing Act

On 19 June 2026, the Malta Financial Services Authority (“MFSA”) issued a circular drawing stakeholders’ attention to key amendments to Regulation (EU) 2017/1129, the Prospectus Regulation, and Regulation (EU) No 596/2014, the Market Abuse Regulation (“MAR”), introduced by Regulation (EU) 2024/2809 as part of the EU Listing Act package.

The EU Listing Act is intended to make EU public capital markets more attractive and accessible, particularly for small and medium-sized enterprises, by reducing administrative burdens, compliance costs and regulatory complexity. The amendments highlighted by the MFSA apply as from 5 June 2026.

A key change concerns the prospectus exemption threshold, which has increased from €8 million to €12 million per issuer or offeror, calculated over a twelve-month period. Member States may set a lower threshold, provided that it is not less than €5 million. Importantly, the threshold now applies by reference to the issuer or offeror, rather than on an issue-by-issue basis, meaning that multiple offers must be aggregated over the relevant twelve-month period.

The amendments also introduce a more standardised prospectus disclosure framework, requiring prospectuses to follow a prescribed format and sequence and to present information in a concise, comprehensible and easily analysable manner. Prospectuses relating to shares will be subject to a maximum length of 300 A4 pages. The summary section is also being simplified and standardised, with four distinct sections in a prescribed order and scope for visual elements such as charts, graphs and tables.

Sustainability-related disclosures are also being further integrated into the prospectus regime. Where environmental matters constitute a material risk factor, the summary must include an appropriate warning, and certain equity issuers must state whether their activities are associated with environmentally sustainable economic activities. Prospectuses for European Green Bonds must also incorporate by reference the relevant European Green Bond factsheet.

The amendments also provide greater flexibility on language. Prospectuses may be drawn up either in a language accepted by the relevant competent authority or in a language customary in the sphere of international finance, with reduced translation requirements intended to facilitate cross-border offers and admissions to trading.

The MFSA also addresses the transitional position pending amendments to Commission Delegated Regulation (EU) 2019/980. Referring to ESMA’s public statement of 7 May 2026, the MFSA confirms that prospectuses submitted from 5 June 2026 should be prepared in line with the amended Listing Regulation requirements, interpreted in light of the forthcoming amendments to the Delegated Regulation.

The circular also highlights amendments to MAR, particularly Article 17 on public disclosure of inside information. The revised framework exempts inside information relating to intermediate steps in a protracted process from immediate public disclosure in certain circumstances, while requiring issuers to preserve confidentiality until disclosure is required. The conditions for delaying disclosure have also been adjusted, and issuers admitted to trading solely on an SME growth market will only need to provide a written explanation to the competent authority upon request.

The Listing Regulation is directly applicable, but certain provisions allow Member States discretion. The MFSA has indicated that the Maltese legislative process is underway and that further communication will follow. Market participants should therefore assess the practical implications for offers, admissions to trading, prospectus preparation, disclosure controls and MAR compliance procedures.