Which lighter prospectuses can listed companies and smaller issuers use?

The exam material teaches two lighter regimes: the EU Growth prospectus and a simplified disclosure regime for secondary issuances, each made up of a specific summary, registration document and securities note. The Listing Act deleted both on 5 March 2026. Their replacements are the EU Follow-on prospectus, for issuers that have been listed for some time, and the EU Growth issuance prospectus, for smaller issuers without securities on a regulated market. A prospectus approved under the old rules by 4 March 2026 stays governed by them until its validity ends, so until 4 March 2027 at the latest. Both new documents have a standardised format and sequence, and a summary of at most seven A4 sides, plus one per guarantor, with up to five sections, the fifth on any guarantor. Delegated Regulation (EU) 2026/773, in force since 18 June 2026, sets their reduced content.

An EU Follow-on prospectus may be used for a public offer or an admission to a regulated market by four groups: issuers with securities admitted to a regulated market without a break for at least 18 months; issuers with securities on an SME growth market for at least 18 months, for a public offer; issuers moving to a regulated market with securities fungible with those on an SME growth market for at least 18 months (What is an SME growth market, and how does an MTF qualify?); and offerors of securities that have been on either kind of market for 18 months. An issuer with only non-equity securities admitted cannot use it to bring equity securities to a regulated market.

The exam material says an issuer moving from an SME growth market to a regulated market needs at least two years there and full compliance with its reporting and disclosure duties throughout. Since 5 March 2026 the Regulation requires 18 months and sets no compliance condition for this route.

Its content is limited to what investors need on the issuer's prospects, financial performance and significant changes since the last financial year; the essential information on the securities and their rights; and the reasons for the issue, its effect on the capital structure and the use of proceeds. It builds on what the issuer has already published under the Transparency Directive and MAR (When and how must an issuer disclose inside information, and when may it delay?). A follow-on for shares has at most 50 A4 sides, excluding the summary and information incorporated by reference. The authority decides on a share follow-on within that limit in seven working days instead of ten, if given five working days' notice; the shorter period does not apply to the move from an SME growth market.

An EU Growth issuance prospectus is only for an offer to the public, and only where the issuer has no securities admitted to a regulated market. Four groups qualify: SMEs; non-SME issuers with securities admitted, or about to be admitted, to an SME growth market; other issuers offering less than €50 million in the Union over 12 months, if none of their securities trade on an MTF and they averaged up to 499 employees in the previous financial year; and offerors of securities of the first two groups. The €50 million offer limit is counted like the small-offer threshold, adding ongoing offers and those of the previous 12 months. For the Prospectus Regulation, whose test differs from MiFID II's, an SME is a company that meets at least two of three tests in its latest accounts (under 250 employees on average, a balance sheet of up to €43 million, net turnover of up to €50 million) or has an average market capitalisation below €200 million over three calendar years.

It must be a single document with a standardised format and sequence, of at most 75 A4 sides for shares. It gives reduced, proportionate information on prospects, financial performance, significant changes and the growth strategy, on the securities, and on the reasons for the issue and use of proceeds, in an easily analysable, concise and comprehensible form, in particular for retail investors. There is no fast track: the usual 10 working days apply, or 20 for an issuer that has never offered securities to the public.

The exam material's figures for the EU Growth prospectus no longer apply. It admits non-SMEs on an SME growth market with a market capitalisation below '€500,000', a misprint for €500 million, based on year-end prices over the three previous calendar years; other issuers offering up to €20,000,000 over 12 months, with the same 499-employee limit; and non-SMEs launching shares on an SME growth market where the offer price times the shares outstanding is below €200,000,000. Since 5 March 2026 every non-SME on or joining an SME growth market qualifies, with no capitalisation cap, so the €200,000,000 offer-value limb has gone, and other issuers may raise less than €50 million. The exam material also calls the old document easy for issuers to complete; the new text stresses a form that investors can analyse easily.