Securities Markets

EUROPEAN SINGLE ELECTRONIC FORMAT

The 2024 update (Commission Delegated Regulation (EU) 2025/19) to the ESEF Regulation (Commission Delegated Regulation (EU) 2019/815) came into force on 4 February 2025. The ESEF Regulation as amended by the latest update applies to annual financial reports containing financial statements for financial years beginning on or after 1 January 2025.

This follows ESMA's recent publication of the related 2024 materials.

CONSULTATION ON PROSPECTUS ASPECTS OF LISTING ACT

The Department of Finance is consulting on the exercise of the national discretions in the Listings Act 2024. The consultation closes on 18 March 2025.

The Listing Act package was published in the Official Journal on 14 November 2024 and includes a Regulation amending the EU Prospectus Regulation, the EU Market Abuse Regulation and the EU Markets in Financial Instruments Regulation (the Listing Act Regulation).

The Department is inviting submissions regarding Member State discretions in relation to the EU Prospectus Regulation as amended by the Listing Act Regulation:

• Question 1: Under the Listing Act, the Member State discretion to set an exemption threshold for public offers of securities anywhere between EUR1,000,000 and EUR8,000,000 will be replaced (the current Irish threshold is EUR5,000,000). There will be a principal threshold of EUR12,000,000 (calculated over 12 months) below which a public offer will be exempt from the obligation to publish a prospectus (if the offer doesn’t need to be passported). Member States have discretion to reduce that threshold from EUR12,000,000 to EUR5,000,000.
• Question 2: Whether, if the above exemption applies, an issuer should still be required to publish a prospectus summary.
• Question 3: The Department is also inviting views on any other matters considered relevant to the transposition of the Listing Act Regulation.

T+1 SETTLEMENT

The first legislative step towards T+1 securities settlement took place on 12 February 2025 with the publication, by the European Commission, of a draft regulation amending the Central Securities Depositories Regulation to shorten the settlement cycle in the EU to T+1 from 11 October 2027.

The UK has published its implementation plan for T+1 settlement, which proposes to support alignment with the EU’s proposed move to T+1, with a target date of 11 October 2027 for T+1 settlement in the UK.

For more on T+1 settlement see our recent Insights: T+1 Settlement Update: Commission proposes change to CSDR.