Spanish Securities Commission updates prospectus Q&A to clarify publication and filing of the Listing Act short-form replacement document

The Spanish Securities Commission (CNMV) has updated its Q&A on the prospectus regime for public offers and admissions to trading on regulated markets by adding a new answer (6.6) explaining how to make available to the public and file with the CNMV the document that can replace a prospectus in certain cases under Regulation (EU) 2024/2809 (the Listing Act). Under the Listing Act, issuers whose securities are already admitted to trading on a regulated market or an SME growth market that issue securities fungible with those already listed may be exempt from publishing a prospectus, provided all regulatory conditions are met. In those cases, an abridged document of up to 11 pages must be made publicly available, containing key information for investors and the items set out in Annex IX of the regulation. The CNMV guidance specifies that the document should be disseminated as inside information or other relevant information, as applicable under Spain’s Securities Market and Investment Services Law, and published on the website of the issuer, offeror or admission applicant, the financial intermediary placing or selling the securities, and, where applicable, the relevant regulated market or multilateral trading facility operator. The document must also be submitted to the CNMV via the EEA (issuance and admission files) procedure on its electronic platform, although it is not subject to CNMV approval. Parts of Regulation (EU) 2024/2809 entered into force on 4 December 2024 and amend the EU Prospectus Regulation (EU) 2017/1129.