# EU prospectus regulation
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Guides compliance with the EU Prospectus Regulation (Regulation (EU) 2017/1129, as amended by the EU Listing Act Regulation (EU) 2024/2809).

Guides compliance with the EU Prospectus Regulation (Regulation (EU) 2017/1129, as amended by the EU Listing Act Regulation (EU) 2024/2809). Use when: (1) determining whether a securities offer or admission to trading requires a prospectus (applicability screening); (2) identifying applicable exemptions from the prospectus obligation (Article 1(4)/(5) offer and admission exemptions, including the new 18-month exemption and raised 30% tap exemption from 4 December 2024); (3) selecting the correct prospectus type (standard, base, EU Growth Issuance Prospectus, EU Follow-on Prospectus, Universal Registration Document / shelf registration); (4) advising on the NCA approval process, review timelines (10/20/7/5 working days), and home Member State selection; (5) navigating the EU single passport and NCA notification procedure; (6) assessing supplement obligations (Article 23) and investor withdrawal rights; (7) reviewing prospectus content requirements under Delegated Regulation (EU) 2019/980 including risk factors (Article 16, ESMA31-62-1293 guidelines), summary (Article 7, 7-page limit), financial information requirements, and incorporation by reference; (8) advising on civil liability for prospectus statements (Article 11) and NCA enforcement sanctions (Articles 38-41, maximum €5M or 3% of turnover); (9) guiding EMTN programme approvals, base prospectus annual updates, and Luxembourg/Ireland home state strategies for non-equity debt programmes; (10) implementing EU Listing Act reforms across the three tranches (4 December 2024, 5 March 2026, 5 June 2026). Triggers on: prospectus requirement, prospectus exemption, EU Growth Prospectus, EU Follow-on Prospectus, URD, base prospectus, EMTN programme, IPO prospectus, NCA approval, passporting, supplement, retail cascade, home Member State, BaFin/AMF/CSSF/CBI/AFM/CONSOB/CNMV approval, EU Listing Act, capital markets, securities offering, Eurobond, regulated market, SME Growth Market.

This skill supports the full lifecycle of prospectus analysis under **Regulation (EU) 2017/1129** (as consolidated and amended by Regulation (EU) 2024/2809). **Covers:** - Prospectus obligation screening: is a prospectus required? - Exemption analysis: all Article 1(4) offer exemptions and Article 1(5) admission exemptions, including post-Listing Act changes - Prospectus type selection: standard, base, EU Growth Issuance, EU Follow-on, URD - Home Member State determination and NCA selection - NCA approval process: timelines, submission, comment rounds, clock-stopping - Content requirements: Delegated Regulation (EU) 2019/980, risk factors, summary, financials - Supplement obligations (Article 23) and investor withdrawal rights - EU single passport and notification procedure (Articles 24–27) - Civil liability (Article 11) and enforcement sanctions (Articles 38–41) - EU Listing Act reform implementation roadmap (Phases 1–3) - EMTN programme lifecycle: annual base prospectus update, final terms, incorporation by reference - MAR interaction: inside information, protracted process, market soundings, buy-back programmes **Does not:** - Provide legal advice or replace qualified capital markets counsel - Cover MiFID II product governance (separate regulatory framework) - Cover prospectus requirements under UK law post-Brexit (UK Prospectus Regulation — separate regime) - Cover US securities law registration requirements (SEC Form S-1, Form F-1, Rule 144A, Reg S) - ...

## Jurisdictions

European Union



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