Germany's Federal Financial Supervisory Authority (BaFin) issued Supervisory Notice 03/2026 setting out how it will assess and approve securities prospectuses from 5 June 2026 under the existing Delegated Regulation (EU) 2019/980, interpreted to align with the Level I changes to the Prospectus Regulation introduced by the EU Listing Act, until the amended delegated regulation enters into force. The approach applies to preparers of prospectuses for a public offer and/or admission to trading on a regulated market where approval is sought from 5 June 2026. BaFin will continue to approve prospectuses on the legal basis of the Prospectus Regulation and the delegated regulation as in force at that time, but will apply a Level I-conform interpretation by importing requirements from the amended Prospectus Regulation and its Annexes I to III where they are sufficiently specific and no longer open to change in the ongoing Level II process. For equity prospectuses, this includes a two financial-year look-back for historical financial information, inclusion of the management report, and removal of the Management’s Discussion and Analysis and the capitalization and indebtedness overview. Draft Level II changes not clearly reflected in Level I will not yet be applied, although preparers may follow them voluntarily, including elements related to a standardized prospectus structure. Where it is not foreseeable that the amended delegated regulation will be in force by the planned approval date, BaFin recommends drafting the prospectus on the basis of the current delegated regulation as interpreted alongside the draft amended delegated regulation, noting that information that later becomes non-mandatory may be retained as voluntary disclosure. The notice applies immediately for prospectuses targeting approval from 5 June 2026 and remains applicable until the amended delegated regulation takes effect.
BaFin 2026-04-23
Germany's Federal Financial Supervisory Authority sets Level I-aligned approach to prospectus approvals from 5 June 2026 pending changes to EU delegated rules
The Federal Financial Supervisory Authority (BaFin) issued Supervisory Notice 03/2026 on how it will assess and approve securities prospectuses from 5 June 2026 under Delegated Regulation (EU) 2019/980, interpreted to align with Level I changes to the Prospectus Regulation introduced by the EU Listing Act until the amended delegated regulation applies. BaFin will apply a Level I‑conform interpretation by importing sufficiently specific new requirements, including for equity prospectuses a two‑year look‑back for historical financial information, inclusion of the management report, and removal of the Management’s Discussion and Analysis and the capitalization and indebtedness overview, while allowing voluntary application of draft Level II changes.