The Central Bank of Russia has outlined its planned approach to regulating the initial public offering market following a public discussion of its initiatives, focusing on upgrading issuer disclosures and tightening listing conditions for IPOs. A first set of measures would reshape issuer disclosure to better meet investor needs. The securities prospectus summary would be converted into a short document with key information such as financial indicators compared with prior periods, the company’s development strategy and dividend policy, while the prospectus itself would include forecast indicators for the coming year. Issuers would also have to disclose planned and actual share allocation among buyers, existing sale restrictions for the issuer and current shareholders, and any price-stabilisation mechanisms used to reduce post-IPO volatility. A new listing condition would require issuers to submit at least two independent analytical reports assessing fair value, prepared by professional market participants or audit firms, covering the issuer’s market position, performance, prospects and forecasts, risks, and the valuation methodology. For microcap issuers, specialised service providers could be engaged to support prospectus preparation and/or arranging the offering as an additional assurance mechanism. The Bank of Russia expects all changes to be prepared by the end of 2025.
Central Bank of Russia 2025-07-14
Central Bank of Russia sets out planned IPO rule changes including revamped prospectus disclosures and a requirement for two independent valuation reports
The Central Bank of Russia plans to enhance IPO regulation by improving issuer disclosures and tightening listing conditions. Key measures include converting the securities prospectus summary into a concise document with essential financial and strategic information, and requiring independent analytical reports on fair value. These changes aim to be finalized by the end of 2025.