(fra kommisjonsforordningen)

(1) To facilitate companies’ access to Union public markets and enhance liquidity and the supply of capital to already listed companies, thereby making the Union public markets more attractive for investors, Union listing rules should be simple and administrative burdens should be limited as much as possible. The requirements for prospectuses should therefore be significantly streamlined and modelled after the lighter disclosure requirements of the EU Growth prospectus, which expired on 5 March 2026. The Annexes to Commission Delegated Regulation (EU) 2019/980 should be updated accordingly. 

(2) Because of the need to reduce complexity and support issuers, offerors or persons asking for admission to trading on a regulated market in the process of drawing up a prospectus, it is necessary to reduce the number of required schedules. For that reason, a single registration document and a single securities note should be set out for nonequity securities, replacing the separate provisions and Annexes for retail and wholesale non-equity securities. To reflect that change, it is necessary to update all related references in the provisions of, and Annexes to, Delegated Regulation (EU) 2019/980. The information included in a prospectus for non-equity securities should be tailored to the knowledge and expertise of investors to whom such a prospectus is addressed. It is therefore important to distinguish, in the new registration document and securities note for non-equity securities, between the specific cases where disclosures are only applicable to retail investors and the specific cases where disclosures are intended for qualified investors. Where there is no indication, disclosures should apply to all types of investors. 

(3) While Regulation (EU) 2024/2809 of the European Parliament and of the Council introduced new disclosure requirements as regards environmental, social or governance (ESG) factors and objectives, to be further specified in a new Annex to Delegated Regulation (EU) 2019/980, it is clear from recital 26 of that Regulation that the Union legislator also wanted to avoid overlaps with disclosures required by other Union legislation. Prospectuses for European Green Bonds, as referred to in Article 3 of Regulation (EU) 2023/2631 of the European Parliament and of the Council, bonds marketed as environmentally sustainable, as defined in Article 2, point (5), of that Regulation, and sustainability-linked bonds, as defined in Article 2, point (6), of that Regulation are already deemed to comply with those disclosure requirements provided that those prospectuses meet the conditions referred to in Article 13(1a), point (a), of Regulation (EU) 2017/1129 in the case of European Green Bonds, or in Article 13(1a), point (b), of that Regulation in the case of bonds marketed as environmentally sustainable or sustainability-linked bonds. It is therefore not necessary to lay down any new disclosure requirements for those bonds. 

(4) Due to ongoing developments in securities markets, competent authorities may receive requests for approval of prospectuses related to new types of securities that share features of securities that are comparable to, but are not the same as, securities covered by the Annexes to Delegated Regulation (EU) 2019/980. In those cases, in order to allow for flexibility, while maintaining adequate investor protection, it is important to enable competent authorities to decide, in consultation with the issuer, the offeror or the person asking for admission to trading on a regulated market, how information items from another registration document, securities note, or additional information as referred to in Section 3 of Chapter II of that Delegated Regulation are to be included in the prospectus, possibly adapting that information in the case of a type of securities, transaction or issuer that is not covered by the Annexes to that Delegated Regulation. 

(5) To enhance comparability of information in prospectuses, regardless of the jurisdiction where the prospectus is approved, a standardised format and sequence should be adapted to the different types of securities to which the prospectus relates. To strike the right balance between standardisation and flexibility, it is important to adopt distinct approaches for (i) equity securities as opposed to non-equity securities, as the latter include complex types of securities that require a more flexible approach, (ii) prospectuses drawn up as a single document, (iii) prospectuses consisting of separate documents, and (iv) base prospectuses for offering programmes of non-equity securities. However, to enable investors to access information on risk factors related to the issuer and the securities offered to the public or admitted to trading more easily, the risk factor section should appear in a prominent position in any type of prospectus. 

(6) The definition of equity securities, set out in Article 2(b) of Regulation (EU) 2017/1129, includes simple types of securities, such as shares, for which a prospectus should be based on the information set out in Annexes 1 and 11 to Delegated Regulation (EU) 2019/980. That definition also includes more complex types of securities, such as certain convertible, exchangeable or derivative securities, for which a prospectus should be complemented by the information set out in other Annexes to that Regulation, including those for non-equity securities. For that reason, the standardisation of the format and sequence should be more pronounced for a prospectus for equity securities drawn up in accordance with Annexes 1 and 11 to Delegated Regulation (EU) 2019/980. Furthermore, to facilitate the preparation of such a prospectus, when drawn up as a single document, it is appropriate to set out a new single Annex to Delegated Regulation (EU) 2019/980 with a standardised format and sequence, which combines the information set out in Annexes 1 and 11 to that Delegated Regulation, together with the prospectus summary, in accordance with Article 7 of Regulation (EU) 2017/1129. Where relevant, any additional information referred to in Section 3 of Chapter II of Delegated Regulation (EU) 2019/980 should not be subject to a standardised format or sequence, as that information may be based on several Annexes to that Delegated Regulation, depending on the type of securities concerned, which necessitates a more flexible approach. 

(7) Acknowledging the important role of initial public offers (IPOs) of shares for EU public markets and for the EU economy in general, it is important to clearly identify and provide for a maximum level of standardisation for prospectuses for an initial public offer of a class of shares admitted to trading on a regulated market for the first time. Therefore, a new sub-category of standard prospectus for EU IPOs should be introduced. EU IPO prospectuses should be drawn up in accordance with the standard prospectus regime set out in Article 6 of Regulation (EU) 2017/1129 and be subject to a standardised format and sequence, unless the prospectuses meet the conditions for exemption set out in that Article. The standardised format and sequence of an EU IPO prospectus should be based either (i) on the order of sections set out in a new Annex for a prospectus for equity securities drawn up as a single document, which is to be introduced in Delegated Regulation (EU) 2019/980, or (ii) on the order of sections set out in Annexes 1 and 11 to that Delegated Regulation, when drawn up as separate documents. 

(8) The definition of non-equity securities, set out in Article 2(c) of Regulation (EU) 2017/1129, includes a broad range of different instruments, including complex ones. To ensure the right balance between standardisation and efficiency and avoid imposing an excessive burden for issuers, offerors or persons asking for admission to trading on a regulated market, a standardised format and sequence should only be required for a prospectus for non-equity securities drawn up as a single document, as is the case with simple non-equity securities, such as plain vanilla bonds. In such a case, similar to the approach taken for equity securities, the prospectus should follow the order of sections set out in a new Annex, to be introduced in Delegated Regulation (EU) 2019/980, relating to a prospectus for non-equity securities drawn up as a single document with a standardised format and sequence. 

(9) Where a prospectus for equity or non-equity securities is drawn up as separate documents and is to be complemented by the information set out in different Annexes to Delegated Regulation (EU) 2019/980, a flexible approach should be allowed on the format and sequence, in order to avoid creating burden for issuers, offerors or persons asking for admission to trading on a regulated market. A standardised format and sequence should therefore only apply where prospectuses drawn up as separate documents are based solely on the registration document and securities note information referred to in Annexes 1 and 11 to Delegated Regulation (EU) 2019/980, for equity securities, or in the corresponding Annexes to that Delegated Regulation relating to non-equity securities. 

(10) To safeguard the efficiency objective of base prospectuses, which represent a significant share of non-equity prospectuses, a more flexible format should be established for such base prospectuses. Given that a base prospectus may concern single or multiple issuers or issuances, it is appropriate to consider a standardised format and sequence only for issuer-specific information in the case of a single issuer, when the prospectus is prepared as separate documents, while allowing for flexibility for the other information to be included in that base prospectus. Where a base prospectus is drawn up as a single document, the issuer, offeror or person asking for admission to trading on a regulated market may, for simplicity, choose to use the template for a prospectus for non-equity securities drawn up as a single document while retaining flexibility regarding the format. 

(11) In order to reduce burdens for issuers, offerors, or persons asking for admission to trading on a regulated market, it is necessary to allow those who use base prospectuses for offering programmes of non-equity securities to copy or incorporate by reference information from those base prospectuses, with a flexible order of disclosure, in prospectuses for non-equity securities that are not base prospectuses, thus derogating from the standardised format and sequence requirement, where that requirement applies. 

(12) The requirements on a standardised format and sequence laid down in this Regulation should be without prejudice to Article 6(2), second subparagraph, and Article 6(6) of Regulation (EU) 2017/1129. 

(13) In all cases where the requirement on a standardised format and sequence does not apply and the issuer, the offeror or the person asking for admission to trading on a regulated market does not follow the order of information set out in the relevant Annexes to Delegated Regulation (EU) 2019/980, the competent authority approving the prospectus should be able to request a list of cross references indicating the items of the relevant Annexes, to which that information corresponds, in order to effectively assess whether the prospectus meets the criteria of completeness, comprehensibility and consistency as referred to in Articles 36 to 38 of that Delegated Regulation. Where that list is neither requested, nor provided, the draft prospectus should clearly indicate in the margin which specific information each section of the prospectus corresponds to. 

(14) To enhance supervisory convergence on the scrutiny of prospectuses, the possibility for a competent authority to use additional criteria for the scrutiny of the prospectus, where deemed necessary for investor protection, should be deleted. 

(15) Article 20 of Regulation (EU) 2017/1129 contains deadlines for a competent authority to notify the issuer, the offeror or the person asking for admission to trading on a regulated market about its decision regarding the approval of the prospectus, and measures to address situations where that competent authority fails to meet those deadlines. The scrutiny and approval of prospectuses is, however, an iterative process and the decision of the competent authority to approve the draft prospectus may involve several rounds of analyses of the draft prospectus by that competent authority and ensuing implementation of improvements by the issuer, offeror or person asking for admission to trading on a regulated market. It is therefore also necessary to enable a competent authority to set out deadlines for the issuer, offeror or person asking for admission to trading on a regulated market by which they should submit, where required by that competent authority, supplementary information or a revised draft prospectus. Additionally, it is necessary to set out the maximum overall timeframe from the receipt of the initial application for approval of a draft prospectus to the decision to either approve or not approve that prospectus and terminate the review process, as well as the conditions for possible derogations from that timeframe. 

(16) The Annexes to Delegated Regulation (EU) 2019/980 should be amended, where applicable, to update or delete references to reflect the changes introduced by Regulation (EU) 2024/2809. 

(17) Delegated Regulation (EU) 2019/980 should therefore be amended accordingly,