ESMA_QA_2753
Topic
Public offer
21/01/2026
Subject Matter
Prospectus exemption
Question
Is the exemption referred to in Article 1(5), point (ba), of Regulation (EU) 2017/1129 (the Prospectus Regulation) applicable in the case of a reverse acquisition within the meaning of paragraph B19 of IFRS 3, Business Combinations, adopted by Commission Regulation (EC) No 1126/2008?
Level 1 Regulation
Prospectus Regulation 2017/1129
ESMA_QA_2742
Topic
Public offer
19/12/2025
Subject Matter
Prospectus QA exemption
Question
Do subscription rights fall under the exemptions in Article 1(5)(a) and (ba) of the Prospectus Regulation?
Level 1 Regulation
Prospectus Regulation 2017/1129
ESMA_QA_2741
Topic
Public offer
19/12/2025
Subject Matter
Prospectus Q&A exemption
Question
Is there an obligation to update a document drawn up in accordance with Annex IX of the Prospectus Regulation (PR) in relation to a significant new factor, material mistake or material inaccuracy relating to the information included in a document?
Level 1 Regulation
Prospectus Regulation 2017/1129
ESMA_QA_2576
Topic
Publication of prospectus
19/06/2025
Subject Matter
The calculation of offers of warrants and/or units consisting of warrants and shares in relation to exemptions from the prospectus obligation in the Prospectus Regulation.
Question
1. Member State incorporated exemptions in accordance with Article 3(2) item (b) of the Prospectus Regulation. Should a rule, incorporated by a Member State in accordance with Article 3(2) item (b) of the Prospectus Regulation, granting an exemption from the prospectus obligation be interpreted so that the “total consideration” of an offer of warrants only includes the consideration paid in conjunction with the initial offer, and not the strike price of the underlying securities?;

2. Offers of warrants as a part of units. How should the phrase “total consideration” be interpreted in relation to offers of units consisting of shares (offered against consideration) and warrants (offered free of charge)? Should the “total consideration” only include the consideration for the shares and thus exclude the strike price of the underlying securities?; and

3. The warrants’ exercise period. Does the date of the occurrence of the warrants’ exercise period, in relation to the date of the initial offer, affect this interpretation and how the calculation of the “total consideration” is to be conducted? Specifically, does it have an impact on how the calculation is to be conducted if the exercise period occurs within the 12-month period? Is there any difference in how you should perform the calculation if the exercise period occurs within either 3, 6, 9 or 12 months from the date of the initial offer? Does it make any difference whether the warrants are offered in the form of a unit?
Level 1 Regulation
Prospectus Regulation 2017/1129
ESMA_QA_2522
Topic
Initial Public Offer/IPO
07/04/2025
Subject Matter
New exemptions for fungible securities in Prospectus Regulation.
Question
In relation to the statement of continuous compliance with reporting and disclosure obligations as referred to in Annex IX, point IV, of Regulation (EU) 2017/1129, when is an issuer considered to have ‘continuous compliance’ and to which time period should the statement pertain (i.e. does the statement need to cover the entire period that the issuer’s securities have been admitted to trading)?
Level 1 Regulation
Prospectus Regulation 2017/1129