This article is the second in a series of articles in which the FIN-FSA outlines the changes to prospectus regulations. The first article “Changes to prospectus regulations 2024–2026 - Part 1: Prospectus exceptions” appeared in Market Newsletter 2/2025.

EU Follow-on prospectus and EU Growth issuance prospectus applicable from 5 March 2026

Prospectus regulations will be significantly simplified in 2026. New, broad prospectus exemptions have been in use since the end of 2024 and, from 5 March 2026, new simplified types of prospectus, the EU Follow-on prospectus and the EU Growth issuance prospectus, have been available. The reduced content requirements for the other types of prospectus and other changes to prospectus regulations will be applicable from 5 June 2026. In this article, we focus on the EU Follow-on prospectus and the EU Growth issuance prospectus, and their content requirements¹.

EU Follow-on prospectus

The EU Follow-on prospectus is a type of prospectus intended for use by listed companies. This is provided for in Article 14a of the Prospectus Regulation and in Annexes IV (prospectus for equity securities) and V (prospectus for non-equity securities) of the Prospectus Regulation. The follow-on prospectus replaced the prospectus according to Article 14 of the Prospectus Regulation “Simplified disclosure regime for secondary issuances”. The detailed content requirements for follow-on prospectuses are set out in Annex 30 (prospectus for equity securities) and Annexes 31-33 (prospectus for non-equity securities) of the Commission Delegated Regulation. This article mainly addresses prospectuses for equity securities.

Listed companies can use a follow-on prospectus for both offering and listing on a regulated market

A follow-on prospectus may be used by companies that have been listed on a regulated market or an SME growth market for at least 18 consecutive months prior to offering new securities to the public or admitting them to trading on a regulated market. A prospectus may be used both for offering securities to the public and for listing them on a regulated market. A company listed on an SME growth market may also use a follow-on prospectus when transferring from the SME growth market to a regulated market (so-called list transfer).²

Content requirements for follow-on prospectus are reduced

The content requirements for a follow-on prospectus are reduced and differ from what is required, for example, for a so-called full prospectus³.⁴ The disclosure requirements for a follow-on prospectus are limited to information that is necessary to enable investors to understand the following:

• the issuer’s prospects and financial performance as well as any significant changes in the issuer’s financial position and business operations that may have occurred since the end of the last financial period;
• material information about the securities, including the rights attaching to the securities and any restrictions on those rights; and
• the reasons for the issuance and its impact on the issuer, including on the issuer’s capital structure, and the use of the proceeds.

A follow-on prospectus for equity securities must be one unified document and its length is limited to 50 pages⁵. It must be presented and laid out in a way that is easy to read, using characters of readable size. A follow-on prospectus is a standardised document whose information must be presented in a standardised sequence according to the type of securities.

Shortened scrutiny period and prior notification to the FIN-FSA 

The scrutiny period of a follow-on prospectus for equity securities is seven working days, as further specified in Article 20 of the Prospectus Regulation. In this case, submitting a follow-on prospectus for approval by the FIN-FSA requires prior notification of at least five working days before the date on which the application is intended to be submitted for approval.

However, if a list transfer is involved, the scrutiny period is ten working days.

More detailed observations on content requirements of follow-on prospectus

A follow-on prospectus for equity securities shall be one unified document, and its content requirements are listed in a single annex (30) instead of the earlier two separate annexes (3 and 12). Below are some observations of the FIN-FSA regarding the content requirements of Annex 30 compared to the earlier requirements for the corresponding simplified type of prospectus:

• The summary is drawn up in accordance with Article 7(12a) of the Prospectus Regulation.
• A requirement for a website where investors can find the information about the issuer required by the provisions has been added.
• Historical financial information is presented for a 12-month period as before.
• The prospectus must also include a description of any significant change in the issuer’s financial position or a statement that there is no significant change.
• The requirements for trend information have been changed. If there has been no significant change in trends, a statement must be made to this effect.
• The requirements for the inclusion of the following information, among other information, about the issuer have been removed from the content requirements:
• a description of the issuer’s business operations, new products or services and changes in the regulatory environment,
• a statement on any significant change in financial performance,
• the assumptions underlying the profit forecast,
• capital structure and indebtedness,
• investments,
• related-party transactions,
• legal and arbitration proceedings,
• share capital,
• information required to be disclosed by law,
• significant contracts,
• the company’s management and governance, and
• the largest shareholders.
• The requirement for a description of taxation has also been removed from the content requirements.
• Certain requirements regarding an offering, its terms and conditions, and application for admission to trading have been simplified and changed.

In addition to the above-mentioned changes, other prospectus content requirements have also been changed.

EU Growth issuance prospectus

The EU Growth issuance prospectus is a type of prospectus specifically intended for securities offerings by SMEs. This is provided for in Article 15a of the Prospectus Regulation and in Annexes VII (prospectus for equity securities) and VIII (prospectus for non-equity securities) of the Prospectus Regulation. The EU Growth issuance prospectus replaced the EU Growth prospectus under Article 15 of the Prospectus Regulation. The detailed content requirements for growth issuance prospectuses are set out in Annex 34 (prospectus for equity securities) and Annex 35 (prospectus for non-equity securities) of the Commission Delegated Regulation.

Growth issuance prospectus is intended for use by SMEs, among others

A growth issuance prospectus may be used by the following to offer securities to the public:

• SMEs;
• issuers that are not SMEs and whose securities are admitted or are to be admitted to trading on an SME growth market;
• issuers, other than those referred to above, where the offer of securities to the public is of a total consideration in the Union that does not exceed EUR 50,000,000 calculated over a period of 12 months, and provided that such issuers have no securities traded on an MTF and have an average number of employees during the previous financial year of up to 499; and
• offerors of securities issued by the issuers referred to above.⁶

The requirement for using a growth issuance prospectus is that the issuer does not have securities that have been admitted to trading on a regulated market.

Content requirements have been changed and simplified compared with the previous growth prospectus

The content requirements for a growth issuance prospectus are simplified and differ from what is required for a full prospectus, for example.⁷ A growth issuance prospectus shall contain the relevant reduced and proportionate information necessary to enable investors to understand the following:

• the issuer’s prospects and financial performance as well as any significant changes in the issuer’s financial position and business operations that may have occurred since the end of the last financial period, and its growth strategy;
• material information about the securities, including the rights attaching to the securities and any restrictions on those rights; and
• the reasons for the issuance and its impact on the issuer, including on the issuer’s capital structure, and the use of the proceeds.⁸

The information in a growth issuance prospectus must be drawn up and presented in an easily analysable, concise and comprehensible form to enable investors, and in particular retail investors, to make an informed investment decision.⁹ A growth issuance prospectus must be one unified document¹⁰ and the information to be disclosed therein must be presented in a standardised sequence.

A growth issuance prospectus for equity securities may not exceed 75 pages¹¹ and must be easy to read in terms of presentation, layout and font size.¹²

The scrutiny period for a growth issuance prospectus is 10/20 working days, as further specified in Article 20 of the Prospectus Regulation.

More detailed observations on changed content requirements

Below are some observations of the FIN-FSA on the content requirements of the EU Growth issuance prospectus for equity securities (Annex 34) compared with the previous EU Growth prospectus:

• All content requirements of the EU Growth issuance prospectus for equity securities are in one annex (Annex 34). Previously, the content requirements of the growth prospectus were in three annexes.
• A summary is drawn up in accordance with Article 7(12a) of the Prospectus Regulation.
• Risk factors are presented immediately after the summary.
• A description of the company’s growth potential is also required in the description of the company’s strategy. The reference to the regulatory environment has been removed.
• The requirements for the inclusion of the following information, among other information, about the issuer have been removed from the content requirements:
• material changes in external financing and financing structure, as well as planned financing,
• trends in production, sales, inventories, costs and selling prices,
• the assumptions underlying the profit forecast,
• management salaries and shareholdings,
• key performance indicators,
• the largest shareholders,
• legal and arbitration proceedings,
• conflicts of interest of governing bodies and senior management,
• related-party transactions,
• share capital and
• significant contracts.
• The requirement for historical financial information has been simplified
• The prospectus must include the financial statements and any half-yearly report for the period of 12 months prior to the approval of the prospectus (or for such shorter period as the issuer has been in business), whereas previously the inclusion of two years of financial statements was required.
• The requirements for issuers with a market capitalisation of over EUR 200 million have been changed:
• Removed: The requirement to include an operational and financial review (OFR) in the prospectus.
• Added: The requirement to include a management report, including any sustainability statement, in the prospectus.
• The management report must either be incorporated by reference or the information contained therein must be otherwise included in the prospectus.
• Removed: The requirement to include information on capital structure and indebtedness.
• The requirement for a description of taxation has been removed from the content requirements.
• Certain requirements related to securities and offering have been changed.
• Some of the disclosure requirements regarding an offering, its terms and conditions, and application for admission to trading have been removed.

In addition to the above-mentioned changes, other prospectus content requirements have also been changed.

¹ Here we look at the content requirements according to amending Delegated Regulation (EU) 2019/980, published on 4 March 2026, although they will only be applicable after 5 March 2026. ESMA has published a public statement regarding the prospectus requirements in this situation: ESMA Statement

² An issuer that only has non-equity securities admitted to trading on a regulated market or an SME growth market may not draw up an EU Follow-on prospectus for the admission of equity securities to trading on a regulated market..

³ The so-called full prospectus refers here to a prospectus drawn up in accordance with the most comprehensive content requirements, i.e. Annexes 1 and 11.

⁴ According to Article 6(1) of the Prospectus Regulation, prospectuses other than an EU Follow-on prospectus and an EU Growth issuance prospectus shall contain the necessary information which is material to an investor to make an informed assessment of (a) the assets and liabilities, profits and losses, financial position and prospects of the issuer and of any guarantor; (b) the rights attaching to the securities; and (c) the reasons for the issuance and its impact on the issuer.

⁵ The number of pages does not take into account the summary, referenced documents, nor certain additional information included in the prospectus.

⁶ Article 15a(1) of the Prospectus Regulation.

⁷ According to Article 6(1) of the Prospectus Regulation, prospectuses other than an EU Follow-on prospectus and an EU Growth issuance prospectus shall contain the necessary information which is material to an investor to make an informed assessment of (a) the assets and liabilities, profits and losses, financial position and prospects of the issuer and of any guarantor; (b) the rights attaching to the securities; and (c) the reasons for the issuance and its impact on the issuer.

⁸ Article 15a(2) of the Prospectus Regulation.

⁹ Article 15a(3) of the Prospectus Regulation.

¹⁰ Article 15a(4) of the Prospectus Regulation.

¹¹ The number of pages does not take into account the summary, referenced documents, nor certain additional information included in the prospectus. Article 15a(6) of the Prospectus Regulation.

¹² Article 15a(5) of the Prospectus Regulation.