On 21 May 2025, the European Commission (Commission) issued its fourth simplification Omnibus which is intended to deliver on a commitment to simplify EU rules and reduce administrative burdens.

Background

In its work programme of 11 February 2025 the Commission announced a series of ‘Omnibus’ proposals targeting overlapping, excessive or outdated rules that create unnecessary burden. The goal is to deliver at least a 25% reduction in administrative burdens – and at least 35% for SMEs – by the end of this mandate.

Proposals

The fourth Omnibus contains proposals to extend supportive measures for small mid-cap companies (SMCs), in line with what is already available for small and medium-sized companies (SMEs) in certain fields. It proposes a definition for SMCs and introduces targeted amendments to certain legislative acts which include the Markets in Financial Instruments Directive II (MiFID II) and the Prospectus Regulation. These amendments include measures to reduce reporting requirements and administrative burdens for both SMEs and SMCs.

For example, SMEs listed and to be listed are entitled to issue a short-form and standardised prospectus. It is proposed that this simplified form will be extended to all offers of securities to the public made by SMCs. The Commission is expecting that any company drawing up a simplified form of an EU growth issuance prospectus (instead of a full prospectus) would save approximately EUR 20,000. The total maximum estimated cost savings for SMCs, resulting from the proposed amendments to the MiFID II Directive and the Prospectus Regulation, would amount to EUR 12,700,000.

Documents

For the fourth Omnibus the Commission has published a number of documents including:

The proposal for a Directive amending MiFID II notes:

  • Where Article 4(1) includes a definition of SMEs, a definition of SMCs will now be included. It will define SMCs as a category of enterprises, distinct from SMEs.
  • Article 33 requires that at least 50 % of the issuers whose financial instruments are admitted to trading on the multilateral trading facility (MTF) are SMEs at the time when the MTF is registered as an SME growth market and in any calendar year. This proposal will allow the operator of an MTF, applying to have its MTF registered as an SME growth market, to demonstrate compliance with the threshold based on both SME and SMC issuers admitted to trading on the SME growth market. This will allow SMCs to better benefit from access to SME growth markets.

Next steps

The legislative proposals will now enter trilogue.