EU Listing Act Package Goes Into Effect in Early December

On 14 November 2024, a number of amendments to:

• the Prospectus Regulation (Regulation (EU) 2017/1129) ("PR"); 
• the Market Abuse Regulation (Regulation (EU) No 596/2014) ("MAR"); and 
• the Markets in Financial Instruments Regulation (Regulation (EU) No 600/2014) ("MiFIR") 

forming part of a larger EU Listing Act package were published in the EU Official Journal. While the amendments will generally be effective on 4 December 2024, certain changes will become effective 15 or 18 months later.

The Listing Act is designed to make public markets more attractive for EU companies and facilitate access to capital for small and medium-sized companies ("SMEs"). The overall objective of the Listing Act is to introduce technical adjustments to the EU rulebook that reduce regulatory and compliance costs for companies seeking to list or that have already listed, with a view to streamlining the listing process and enhancing legal clarity, while ensuring an appropriate level of investor protection and market integrity. This, in turn, is expected to help diversify funding sources for companies in the EU and increase investments, economic growth, job creation and innovation in the EU.

1 PR Amendments

We provide an overview of the key Listing Act amendments to the PR, MAR and MiFIR, and a summary of their practical ramifications below.

More standardised and streamlined prospectus requirements for primary issuances.

PR Articles 6 and 7 have been amended to introduce a standardised format and sequence of disclosure included in the prospectus and the summary, as well as a 300-page limit for IPO prospectuses, excluding the summary, information incorporated by reference and additional information to be provided by issuers with complex financial histories or significant financial commitments, or in the case of a significant gross change. The summary, in turn, also has to follow a standardised sequence and its maximum length may be increased by one additional page for each guarantor. ESMA has been tasked with developing:

• guidelines on comprehensibility and use of plain language in prospectuses; and 
• technical standards specifying the template and layout of prospectuses, including the font size and style requirements.

The standardised format does not have to be followed by listing prospectuses where there is a concurrent private placement in a third country where the offering document is published under law, rule or market practice. 

These provisions will be applicable from 5 June 2026.

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As discussed in greater detail in our previous legal update, ESMA released a consultation paper concerning these and other topics on 28 October 2024.

In the consultation paper, ESMA has proposed the following key changes regarding the standardisation of format and sequence: 

• a mandatory sequence of disclosure items in the “standard” annexes for equity and non-equity disclosures follow the order specified in Annexes I, II and III of the EU Listing Act in conjunction with Articles 22 and 23 of the Delegated Regulation (EU) 2019/980; 
• the proposed disclosure in the “standard” equity and non-equity annexes is generally reduced to that required by the current EU Growth prospectus annexes, but occasionally goes beyond them in relation to non-equity prospectuses and is aimed at aligning certain disclosure requirements with what is expected under the Listing Act; and
• uniform disclosure requirements for nonequity securities, closer to the existing standard for wholesale investors, with generally reduced disclosure requirements for retail prospectuses. 

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In addition, the amendments have removed the possibility for investors to request paper copies (PR Article 21(11)); and prospectuses can be prepared in English only, except for the summary and subject to the right of Member States to opt out of this provision with respect to prospectuses that will only be used in that Member State (PR Article 27).

CSRD and ESG disclosure requirements to be adopted.

The amendment also clarifies in PR Article 13 that the delegated acts setting out specific requirements should also consider: 

• for issuers of equity securities, whether the issuer is subject to the sustainability reporting requirement (together with the related assurance opinion) under the Corporate Sustainability Reporting Directive (CSRD); 
• for issuers of non-equity securities, if those non-equity securities are marketed as taking into account environmental, social or governance (ESG) factors or pursuing ESG objectives; 
• prospectuses for European Green Bonds must also incorporate by reference the relevant information contained in the relevant European Green Bond factsheet; and
• prospectuses of bonds marketed as environmentally sustainable or for a sustainability-linked bond must include optional disclosures that the issuer has chosen to include.

These provisions will be applicable from 5 June 2026.

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In its consultation paper dated 28 October 2024, taking its Public Statement on sustainability disclosure in prospectuses as a starting point, ESMA also proposed for the first time a new building block of additional information to be included in prospectuses for non-equity securities offered to the public or admitted to trading on a regulated market that promote the integration of ESG factors or the pursuit of ESG objectives. This new building block is intended to apply to all kinds of use of proceeds bonds, including EU Green Bonds and Sustainability Linked Bonds, but also structured products with ESG characteristics. The fine details remain to be ironed out through the regulatory process. This building block is embodied in a new proposed Annex 21 to the Delegated Regulation (EU) 2019/980 to the PR.

For more details, please see our previous legal update.

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Streamlined risk factors.

With a view to enhance the efficiency and effectiveness of the prospectus requirements, PR Article 16 is amended to specify that:

• a prospectus must not contain risk factors that are generic, only serve as disclaimers, or do not give a sufficiently clear picture of the specific risk factors of which investors are to be aware;
• each risk factor must be adequately described, and how that risk factor affects the issuer or the securities being offered or to be admitted to trading must be explained; and
• the assessment of the materiality of the risk factors may be disclosed, using a qualitative scale of low, medium or high, at the discretion of the issuer, offeror or person requesting admission to trading on a regulated market, and the most material risk factors in each category must be presented in an order consistent with this assessment.

Moreover, the amendments introduce a requirement that prospectus summaries must include a statement that the issuer has identified environmental issues as a material risk factor where applicable.

Incorporation by reference and removal of requirement for certain prospectus supplements to reflect new financial information. 

PR Article 19 is amended to set out that the following information that is to be included in a prospectus pursuant to PR and the delegated acts may be incorporated by reference in that prospectus where it has been previously or simultaneously published electronically:

• documents approved by or filed with a competent authority;
• alternative disclosure documents prepared in line with certain exemptions included in PR Article 1(4) and (5);
• regulated information;
• annual and interim financial information;
• audit reports and financial statements;
• management reports, including, where applicable, sustainability reporting;
• corporate governance statements;
• reports on the determination of the value of an asset or a company;
• remuneration reports;
• annual reports; and
• memorandum and articles of association.

Additional information contained in the above documents may be incorporated by reference on a voluntary basis if it has been published electronically and prepared in a language fulfilling the requirements of PR Article 27.

Moreover, an issuer, offeror or person asking for admission to trading on a regulated market is no longer required to publish a supplement for updating annual or interim financial information incorporated by reference in a base prospectus that is still valid under PR Article 12(1). Where the new financial information is published electronically, it may be incorporated by reference voluntarily; however, future financial information will not be incorporated by reference automatically. An issuer, offeror or person asking for admission to trading on a regulated market may also voluntarily publish a supplement including such financial information. (PR Article 19(1b)).

New EU Follow-on prospectus replaces simplified disclosure regime for secondary issuances and EU Recovery prospectus.

The amendments introduce a new EU Follow-on prospectus, which replaces on a permanent basis the simplified prospectus for secondary issuances.

The regime for the EU Follow-on prospectus is set forth in the new PR Articles 7(12a), 14b, 20(6b) and 21(5b), and Annexes IV and V, and provides for a standardised format and sequence, is subject to a 50-page limit in the case of secondary issuances of shares (excluding the summary, information incorporated by reference and additional information to be provided by issuers with complex financial histories or significant financial commitments), and can be prepared in a language customary in the sphere of international corporate finance (except for the summary and subject to the right of Member States to opt out of this provision with respect to prospectuses that will only be used in that Member State). The applicable time limit for a competent authority’s review of an EU Follow-on prospectus is seven working days rather than the ordinary 10, subject to certain exceptions.

These provisions will be applicable from 5 March 2026.

New EU Growth issuance prospectus replaces EU Growth prospectus.

The amendments introduce a new EU Growth issuance prospectus, which will replace on a permanent basis the EU Growth prospectus.

The new regime for the EU Growth issuance prospectus is set forth in the new PR Articles 7(12a), 15a and 21(5c), and Annexes VII and VIII, and provides that the EU Growth issuance prospectus has to be prepared and published, except when an exemption from the obligation to publish a prospectus applies, for offers of securities to the public by certain categories of offerors, including SMEs and issuers whose securities are admitted or to be admitted to trading on an SME growth market if they do not already have securities admitted to trading on a regulated market. 

The EU Growth issuance prospectus follows a standardised format and sequence, is subject to a 75-page limit in the case of issuances of shares (excluding the summary, information incorporated by reference and additional information to be provided by issuers with complex financial histories or significant financial commitments or in the case of a significant gross change), and can be prepared in a language customary in the sphere of international finance (except for the summary and subject to the right of Member States to opt out of this provision with respect to prospectuses that will only be used in that Member State).

These provisions will be applicable from 5 March 2026.

Broadened definition of frequent issuers under universal registration document regime.

The amendment to PR Article 9(2) grants the status of frequent issuer after one instead of two years of approval of the related universal registration document instead of two.

New exemptions for secondary issuances of securities fungible with securities already admitted to trading.

Prior to the amendments, PR Article 1(5)(a) exempted from the obligation to publish a prospectus for the admission to trading on a regulated market securities fungible with securities already admitted to trading on the same regulated market if the newly admitted securities represent, over a period of 12 months, less than 20% of securities already admitted to trading on the same regulated market. PR Articles 1(4) and 1(5) have now been amended so that the applicable threshold is increased from 20% to 30% of the total aggregated consideration of all ongoing public offers and public offers made within the 12 months preceding the start date of a new public offer, except for those public offers for which a prospectus was published or that were subject to any other exemption from the obligation to publish a prospectus.

The new exemption applies to both the offer of securities to the public and their admission to trading; however, with respect to public offers, an additional requirement applies that the issuer must prepare and file a short (maximum 11-page) document that includes a statement of compliance with ongoing and periodic reporting and transparency obligations and details the use of proceeds and any other relevant information that has not yet been disclosed publicly. In addition, with respect to public offers, the issuer must not be subject to insolvency proceedings or a restructuring. This is a particularly significant change for issuers from jurisdictions such as Germany, where capital increases in excess of 10% carry with them the obligation of a subscription (pre-emptive) rights offer, which constitutes a public offer for PR purposes and triggered the requirement to prepare a full prospectus under the prior regime.

The amendments also extend this exemption to issuers that have had securities traded on a regulated or an SME growth market.

In addition, PR Articles 1(4) and 1(5) have been amended to add an exemption for companies issuing securities fungible with securities already admitted to trading on a regulated market or an SME growth market continuously for at least the last 18 months before the offer or the admission to trading of the concerned securities, including companies transferring from an SME growth market to a regulated market. 

Instead of preparing and filing a prospectus, these issuers are also required to prepare and file a short (maximum 11-page) document that includes a statement of compliance with ongoing and periodic reporting and transparency obligations and details the use of proceeds and any other relevant information that has not yet been disclosed publicly.

The new exemption does not apply to secondary issuances of securities:

• not fungible with securities already admitted to trading;
• issued in connection with a takeover by means of an exchange offer, a merger or a division; and 
• issued by companies that are subject to insolvency proceedings or a restructuring. 

Issuers of such securities must prepare and publish an EU Follow-on prospectus instead.

Harmonised threshold for exempting small offers of securities.

PR Article 1(3), setting forth a threshold of EUR 1 million below which PR does not apply, has been deleted. In its place, PR Article 3(2) has been amended to establish a threshold of EUR 12 million below which offers of securities to the public that do not require a passport are exempted from the prospectus requirement. Member States are also allowed to set the applicable threshold at EUR 5 million instead, and may require national disclosure documents for offers of securities to the public below the applicable threshold, so long as the national disclosures are not more burdensome than the information required to be included in a prospectus summary, as set out in PR Article 7 paragraphs (4) to (10) and (12). The threshold in each case is based on the total consideration of the aggregated offers of all types and classes of securities, including ongoing offers, made by the same issuer in the EU over a period of 12 months. This provision will be applicable from 5 June 2026.

Lower exemption threshold for non-equity securities offers by credit institutions.

The threshold of EUR 150 million (increased from EUR 75 million) to exempt offers of non-equity securities issued in a continuous and repeated manner by credit institutions that had been introduced on a temporary basis in PR Articles 1(4), point (j), and 1(5), first subparagraph, point (i) is made permanent.

Shortened equity minimum offer period.

The amendments reduce from six to three working days the minimum period between the publication of a prospectus and the end of an offer of shares (PR Article 21(1)).

Streamlining and improvement of convergence of prospectus scrutiny and approval.

PR Article 20(11) has been amended to empower the European Commission ("EC") to specify in delegated acts, after consulting with ESMA:

• when a competent authority is allowed to use additional criteria for the scrutiny of the prospectus, where deemed necessary for investor protection;
• the circumstances under which a competent authority is allowed, where deemed necessary for investor protection, to require additional information over and above that which is required under the PR, including the type of additional information that may be required to be disclosed; and
• the maximum overall time frame within which the scrutiny of the prospectus must be finalised and a decision reached by the competent authority on whether that prospectus is approved or the approval is refused and the review process terminated and the conditions for possible derogations from this time frame.

In addition, PR Article 20(2) as amended requires Member States to ensure that appropriate measures are in place to address failure by competent authorities to comply with the applicable time limits and ESMA is tasked with publishing on yearly basis an aggregate report on the competent authorities’ compliance with these limits.

Revisions to rules on prospectus supplements and withdrawal rights.

PR Article 23 is amended to make permanent the previously temporary changes that extended from two to three working days the period within which investors may withdraw from their subscriptions for securities if issuers published a supplement due to significant new factors, material mistakes or material inaccuracies and clarified which investors' financial intermediaries have to contact when a supplement is published and extended the deadline to contact those investors (from the day of the publication of the supplement to the end of the following working day). 

Furthermore, PR Article 23 is amended to clarify that, in the event of a publication of a supplement to the prospectus, the financial intermediary is required to inform only those investors who are clients of that financial intermediary and agreed to be contacted by electronic means (at least to receive the information on the publication of a supplement). In addition, a supplement to a base prospectus must not be used to introduce a new type of security for which the necessary information has not been included in that base prospectus, unless necessary to comply with capital requirements under EU law or national law transposing EU law. ESMA is to develop guidelines to specify the circumstances in which a supplement is to be considered to introduce a new type of security.

Revisions to the equivalence regime for third-country prospectuses.

Additional conditions¹ for the adoption of an implementing act for a given third country have been introduced in PR Article 29 to make the equivalence regime workable. 
So long as and the relevant implementing act has been adopted, cooperation arrangements with the supervisory authorities of the third country have been concluded and the prospectus fulfils the applicable PR requirements related to language, the approval by the competent authority of the home Member State of a prospectus prepared in line with the laws of a third country is replaced with the mere filing with that competent authority. In addition, the EC is empowered to adopt delegated acts to further specify applicable equivalence criteria.

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Summary of practical ramifications.

The PR revisions related to additional exemptions from having to prepare a prospectus, streamlined risk factors, standardised format and sequence, availability of less burdensome alternatives to the full prospectus, more stringent page limits and loosening of language requirements are generally expected to increase securities issue activity in the EEA on the whole by facilitating issuers’ ability to access the capital markets. At the same time, existing issuers may experience higher compliance burdens as a result of the various changes being introduced.

The removal of the requirement to publish a supplement for updating annual or interim financial information incorporated by reference in a base prospectus will be particularly useful for issuers of non-equity securities, both in standalone transactions and programmes. However, we expect a number of issuers to continue filing supplements with financial information, and other information included in annual reports, on a voluntary basis. 

The practical utility of alternatives to full prospectuses may continue to be limited in connection with concurrent private placements in jurisdictions such as the US, which have specific and detailed disclosure requirements based both on regulatory provisions as well as market practice.

The novel disclosure requirements related to CSRD and ESG will likely prove to be significant once they are adopted through relevant delegated acts.

It also remains to be seen what type of guidance ESMA will develop regarding comprehensibility and the use of plain language in prospectuses, as well as the circumstances in which a supplement is to be considered to introduce a new type of security for which the necessary information has not been included in that base prospectus, e.g., whether only a brand new financial product or mere tweaks within an existing financial product would count as such a change.

The reduction of the minimum share offer period to three days is expected to facilitate swift book-building processes (especially in fast-moving markets) and could increase the attractiveness of the inclusion of retail investors in IPOs.

The wholesale revision of the equivalence regime could help increase EEA market activity by third-country issuers. 

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2 MAR Amendments

Narrower scope of obligation to disclose inside information.

The amendments narrow down the scope of the disclosure obligation set out in MAR Article 17(1) in the case of so-called protracted processes (i.e. multi-staged events, such as a merger) by setting forth that the disclosure obligation does not cover the intermediate steps of that process. Issuers in particular are under the obligation to disclose only the information relating to the final circumstances or events that complete a protracted process.

As the concept of inside information set out in Article 7 has not been amended, the prohibition of insider dealing continues to be triggered also by an intermediate step of a protracted process that qualifies as inside information and insider list requirements continue to apply. At the same time, the amendments introduce an obligation for issuers to ensure the confidentiality of inside information (subject to the ban on insider dealing) until the moment of disclosure and to immediately disclose such inside information to the public if a leak occurs.

The effective date of these revisions is 5 June 2026.

Clarification as to what information needs to be disclosed and when.

The amendment enhances legal clarity as to which inside information falls under the scope of the disclosure obligation and the timing of disclosure by enabling the EC to adopt a delegated act to set out a non-exhaustive list of relevant information along with an indication (for each piece of information) of the moment when disclosure is expected to be made.

The effective date of these revisions is 5 June 2026.

Clarification of the conditions under which issuers may delay disclosure of inside information.

MAR Article 17(4) has been amended to replace the general condition that the delay should not be likely to mislead the public by more specific condition and that the inside information that the issuer intends to delay must not be in contrast with the issuer's latest public announcement (or other type of communication) on the same matter to which the inside information refers. The EC has also been tasked with adopting a delegated act to set out a non-exhaustive list of relevant situations in which this would apply.

Increased threshold for management transaction notices.

MAR Article 19 has been amended to raise from EUR 5,000 to EUR 20,000 the annual threshold above which transactions conducted by Persons Discharging Managerial Responsibilities (“PDMRs”) and persons closely associated with PDMRs on their own account and relating to the shares or debt instruments of that issuer or to derivatives or other financial instruments linked thereto have to be notified to the issuer and to the competent authority. The amendments also raise from EUR 20,000 to EUR 50,000 the value to which national authorities may decide to increase the threshold that applies at the national level, but they are also given dispensation to lower the threshold to EUR 10,000.

Expansion of exempted management transactions during closed period.

The amendments add certain transactions in the scope of the exemptions to the prohibition for PDMRs to carry out transactions in the closed period (i.e. the 30 calendar days before the announcement of an interim financial report or a year-end report which the issuer is obliged to make public). Specifically, these are employees' schemes that concern financial instruments other than shares, as well as qualification or entitlement of financial instruments other than shares, and transactions where no investment decision is taken by the PDMR, transactions that result exclusively from external factors or third parties’ actions, and transactions or trade activities based on predetermined terms – including exercises of derivatives.

Clarification of the safe-harbour nature of the market-sounding procedure.

MAR Article 11 regulates the interactions between a seller of financial instruments and one or more potential investors, prior to the announcement of a transaction, conducted in order to gauge the interest of potential investors in a possible transaction and its pricing, size and structuring (so-called "market sounding"). Article 11 has now been amended to clarify that the market-sounding regime and the relevant requirements are only an optional "safe-harbour" for disclosing market participants ("DMPs") to benefit from the protection against the allegation of unlawful disclosure of inside information. It follows that DMPs choosing to carry out market soundings in accordance with certain information and record-keeping requirements are granted full protection against the allegation of unlawfully disclosing inside information.

DMPs opting to carry out market soundings without complying with these requirements are not able to take advantage of the protection given to those who have complied. In the case of non-compliance, however, there is no presumption that DMPs have unlawfully disclosed inside information.

At the same time, to enable competent authorities to obtain an audit trail of a process that may imply disclosure of inside information to third parties, all DMPs (regardless of whether they intend to benefit from the safe harbour or not) must consider, before conducting market soundings and throughout the process whenever they disclose information, whether such process involves inside information. They must also make a written record of the conclusions and underlying reasons and provide it to competent authorities upon their request.

In addition, the definition of market sounding is expanded to include cases where a transaction is not eventually announced.

Clarifications to exceptions for buy-back programmes and stabilisation.

MAR Article 5 contains an exception for buy-back programmes and stabilisation to the prohibitions contained in MAR Articles 14 and 15 on insider dealing, the unlawful disclosure of inside information, and market manipulation. MAR Article 5 has been amended to simplify the reporting mechanism that an issuer must follow in order for its buy-back programme to benefit from those exceptions. Under the amendments, issuers must report the information only to the competent authority of the most relevant market in terms of liquidity for their shares and no longer to each competent authority of the market where their shares are listed. Issuers are also no longer required to disclose to the public each trade, but rather only aggregated information.

Other amendments.

MAR Article 30(2)(i) and (4) have been amended to make administrative sanctions for infringements of disclosure requirements more proportionate to the size of the issuer.

The amendments provide that pecuniary sanctions for this type of infringement are generally calculated as a percentage of the issuer's total annual turnover, as follows:

• 15% for insider dealing, unlawful disclosure of inside information and market manipulation;
• 2% for insufficient arrangements, systems and procedures aimed at preventing and detecting (attempted) insider dealing and market manipulation; and failure to timely disclose inside information, or failure to comply with delay of disclosure regime; and
• 0.8% for violations of requirements relating to insider lists, manager’s transactions and investment recommendations and statistics.

Still, with respect to certain categories of infringements, competent authorities may calculate sanctions based on absolute amounts in exceptional cases and only where it would be impossible to consider all circumstances of an infringement, as set out in MAR Article 31, where the calculation of pecuniary sanctions is done based on the total annual turnover of the issuer. For those cases, the amendments introduce lower absolute amounts of the minimum of the maximum pecuniary sanctions for SMEs. As a consequence, Member States would have the possibility to decrease in their national laws the cap on pecuniary sanctions for SMEs for disclosure-related infringements. The amendments do not affect any provisions on sanctions related to other types of infringements. Member States are obligated to introduce necessary measures to comply with the new sanctions regime by 5 June 2026.

Article 17(5) allows an issuer that is a credit institution or a financial institution to delay the public disclosure of inside information in order to preserve the stability of the financial system, provided that certain conditions are met. This has now been expanded to include in its scope the case of an issuer that is a parent undertaking of a listed or non-listed credit institution or financial institution.

The definition of inside information with respect to "front running" conducts (Article 7(1)(d)) has been amended to ensure that it captures not only persons charged with the execution of orders concerning financial instruments but also other categories of persons that may be aware of a future relevant order. The amendments also aim to ensure that the definition also covers the information on orders conveyed by persons other than clients, such as orders known by virtue of management of a proprietary account or a fund.

Considering that the operator of an SME growth market is not a party to a liquidity contract, Article 13(12) has been amended to remove the requirement for such operator to approve the terms and conditions of liquidity contracts and replace it with an obligation to only acknowledge in writing to the issuer that it has received such contract.

MAR Article 25(a) has been introduced to set up a cross-market order book surveillance mechanism that allows competent authorities to exchange order book data collected from exchanges to detect market abuse in a cross-border context.

Benchmark administrators and contributors have expressly been brought into the scope of the MAR administrative sanctioning regime through amendments of MAR Article 30(2), points (e), (f) and (g).

In addition, MAR Article 31 has been amended to ensure that competent authorities, when determining the type and level of administrative sanctions, take into account, among the relevant circumstances, the disadvantage for the person responsible for the infringement from the duplication of criminal and administrative proceedings and penalties for the same conduct.

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Summary of practical ramifications.

The removal of intermediate steps in protracted processes is expected to reduce the volume of notices and provides a more practical regime for managing public disclosures related to such transactions. The list of relevant information and indication when disclosure is expected to be made will likely provide useful guidance to issuers in navigating their inside information disclosure obligations.

The additional exemptions related to managerial transaction reporting will also likely help generate market efficiencies by streamlining related notifications and responsibilities.  

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3 MiFIR Amendments

In connection with the introduction of the cross-market order book surveillance mechanism, MiFIR has been amended to specify that a competent authority can request order book data on an ongoing basis to a trading venue under its supervision and to empower ESMA to harmonise the format of the template used to store such data.

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¹  These additional conditions are: (i) the third country's legally binding requirements must ensure that the third-country prospectus contains the necessary material information to enable investors to make an informed investment decision in an equivalent way as PR requirements;

(ii) where retail investors are allowed to invest in securities for which a third-country prospectus has been prepared, that prospectus contains a summary providing the key information that retail investors need to understand the nature and the risks of the issuer, the securities and, where applicable, the guarantor;

(iii) the third country's laws, regulations and administrative provisions on civil liability apply to the persons responsible for the information given in the prospectus, including at least to the issuer or its administrative, management or supervisory bodies, the offeror, the person asking for the admission to trading on a regulated market and, where applicable, the guarantor;

(iv) the third country's legally binding requirements specify the validity of the third-country prospectus and the obligation to supplement the third-country prospectus where a significant new factor, material mistake or material inaccuracy of the information included in that prospectus could affect the assessment of the securities, as well as the conditions for investors to exercise their withdrawal rights in such a case; and

(v) the third country's supervisory framework for the scrutiny and approval of third-country prospectuses and the arrangements for the publication of third-country prospectuses have an equivalent effect as the provisions referred to in PR Articles 20 and 21.