What this chapter covers
The Prospectus Regulation, Regulation (EU) 2017/1129, has applied in full since 21 July 2019. It governs the prospectus that must be published before a public offer of securities or an admission to trading on a regulated market, and CySEC enforces it in Cyprus. The first notes cover what the Regulation covers, how it is enforced and which offers and admissions are exempt.
The middle notes explain how a prospectus is put together, how long it stays valid and the lighter prospectuses open to listed companies and smaller issuers. The last group covers the language rules and prospectus liability in Cyprus, approval by the home authority, publication and the passport to other Member States.
The EU Listing Act amended the Regulation in three stages, on 4 December 2024, 5 March 2026 and 5 June 2026, and all its changes now apply. The exam material predates them. Each note teaches what the exam tests and then the rule that applies today.
The 6 topics
Each note starts with a short answer and a table of the facts to remember.
Framework and exemptions
- What does the Prospectus Regulation cover, and how is it enforced in Cyprus?What the Regulation covers and the securities outside it, the Listing Act stages, CySEC's role, and the minimum sanctions.€5m or 3%€700,0008 min
- When is a prospectus required, and which offers and admissions are exempt?Exempt offers by audience, ticket size and corporate event, the small-offer exemption since June 2026, and the admission exemptions.€12 million30%9 min
Drawing up the prospectus
- How is a prospectus put together, and how long does it stay valid?The single or three-part prospectus, the summary, base prospectuses, universal registration documents, validity and supplements.12 months7 pages7 min
- Which lighter prospectuses can listed companies and smaller issuers use?The EU Follow-on prospectus and the EU Growth issuance prospectus, which replaced the simplified regime and the EU Growth prospectus on 5 March 2026.50 pages75 pages9 min
Approval, language and liability
- In which language must a prospectus be written in Cyprus, and who is liable for it?The language rules in Cyprus since February 2025, who signs a prospectus, the burden of proof, time limits and the role of underwriters.2 years9 min
- How is a prospectus approved and published, and how is it used in other Member States?Who approves a prospectus and how fast, when and where it is published, and how the passport to other Member States works.10 working days10 years8 min
The numbers to know
Every figure in this chapter, with the note that explains it.
| Figure | What it is | Note |
|---|---|---|
| €12 million | Size below which a public offer over 12 months, if not passported, needs no prospectus since 5 June 2026; a Member State may set €5 million instead | Topic 2: When is a prospectus required, and which offers and admissions are exempt? |
| 150 | Number of persons per Member State, not counting qualified investors, below which an offer needs no prospectus | Topic 2: When is a prospectus required, and which offers and admissions are exempt? |
| 30% | Share of the securities already admitted below which more can be admitted over 12 months without a prospectus (20% until 3 December 2024) | Topic 2: When is a prospectus required, and which offers and admissions are exempt? |
| 12 months | Validity of an approved prospectus, provided it is kept up to date by supplements | Topic 3: How is a prospectus put together, and how long does it stay valid? |
| 10 working days | Time the home authority has to decide on a prospectus; 20 for a first public offer by an issuer with nothing on a regulated market | Topic 6: How is a prospectus approved and published, and how is it used in other Member States? |
| 10 years | Minimum time a prospectus stays available online after publication | Topic 6: How is a prospectus approved and published, and how is it used in other Member States? |