On 7 May 2025, the European Securities and Markets Authority (ESMA) issued its Final Report containing technical advice to the European Commission (Commission) on a range of topics related to the legislative changes brought by the Listing Act in respect of the Market Abuse Regulation (MAR) and the part of the Markets in Financial Instruments Directive II (MiFID II) regarding SME growth markets.

Background

On 14 November 2024, the legislative package known as the ‘Listing Act’ was published in the Official Journal. It entered into force 20 days later. The package is intended to promote better access to public capital markets for EU companies, in particular SMEs, by reducing the administrative burden on listed companies or companies seeking a listing. The package comprises of a Regulation amending the Prospectus Regulation, MAR and the Markets in Financial Instruments Regulation (MiFIR) and a Directive amending MiFID II and repealing the Listing Directive. It also includes a new Directive on multiple vote share structures.

The Listing Act requires the Commission to adopt delegated acts in several areas within 18 months of its entry into force.

In June 2024, ESMA received a formal request from the Commission to provide technical advice on certain delegated acts supplementing the Prospectus Regulation, MAR and MiFID II, as amended by the Listing Act. The deadline for the technical advice was 30 April 2025.

To respond to the call for advice, ESMA published several consultation papers and in December 2024 it issued a consultation paper on its advice relating to the delegated acts supplementing MAR and MiFID II.

Final Report

The Final Report contains ESMA’s assessment and feedback received to the consultation paper published in December 2024 on the disclosure of inside information in a protracted process, on situations of contrast between inside information to be delayed and the issuer’s latest communications and on the requirements to be registered as an SME Growth Market under Article 33 of MiFID II.

Annex III of the Final Report contains a proposed Commission Delegated Regulation supplementing MAR by establishing a non-exhaustive list of final events or final circumstances to be disclosed in a protracted process and of the relevant moment for disclosure, and of situations in which the inside information whose disclosure is intended to be delayed is in contrast with the latest public announcement or other type of communication by the issuer or emission allowance market participant.

Next steps

The Final Report was submitted to the Commission on 6 May 2025.

The Commission is to adopt the delegated acts for which the technical advice was requested.

ESMA stands ready to provide further technical assistance with respect to the delegated act to be adopted by the Commission under the Listing Act.