Securities Markets

IRISH TRANSPARENCY REGULATIONS: ESAP ALIGNMENT

The European Single Access Point (ESAP) is expected to become operational from July 2027 as a centralised platform for public financial, non-financial, and sustainability-related information on EU companies and financial products. EU listed entities that are already subject to certain EU reporting obligations will be required to provide information to the designated national collection body.

From 10 July 2026, information disclosed under the EU Transparency Directive will be brought within the ESAP framework and the Irish Transparency Regulations have been amended accordingly. The Central Bank will be the collection body under the Irish Transparency Regulations for ESAP purposes.

MULTIPLE-VOTE SHARE STRUCTURES DIRECTIVE

The Department of Enterprise, Tourism and Employment recently consulted on Ireland's approach to the Member State options under the EU Directive on multiple vote share structures in companies that seek admission to trading of their shares on a multilateral trading facility (MVSD). The MVSD, which forms part of the EU Listing Act package, establishes a harmonised framework for multiple-vote share structures, designed to facilitate SME listings by allowing founders or controlling shareholders to retain enhanced voting power while accessing public markets. The MVSD must be transposed into Irish law by 4 December 2026. Arthur Cox LLP submitted a response to the consultation, emphasising the importance of maintaining the flexibility already afforded under Irish law.

MAR: INSIDER LIST FORMAT

As part of the Listing Act amendments to the EU Market Abuse Regulation (MAR) ESMA is mandated to revise the existing implementing technical standards (ITS) on insider lists so that the simplified format currently available to issuers on SME Growth Markets, applies to all issuers. Following consultation earlier this year, ESMA is due to submit final ITS updating the insider list format to the European Commission in Q4 2025.

LISTING ACT: EU PROSPECTUS REGULATION

Total Consideration Exemption and Summary Prospectus

The Department of Finance confirmed the Minister’s decisions regarding the transposition of the EU Listing Regulation, which forms part of the Listing Act package and amends the EU Prospectus Regulation. Transposition of the Listing Regulation will be led by the Department of Finance with technical assistance provided by the Central Bank.

From 5 June 2026, the threshold in Ireland for the “total consideration exemption” from the obligation to publish a prospectus will be set at EUR 12,000,000 (an increase from the current Irish threshold of EUR 8,000,000). Issuers availing of this exemption will be required to publish a "summary prospectus".

Format Requirements

From 5 June 2026, standardised format and sequence requirements for prospectuses and a standardised format requirement for prospectus summaries will apply under the EU Prospectus Regulation. The European Commission to due to adopt delegated acts specifying the standardised format and the standardised sequence of information for prospectuses.

ESMA is mandated to submit draft ITS to the European Commission by 5 December 2025, specifying the templates and layout of prospectuses and prospectus summaries, for adoption by the Commission. However, the Commission has now placed these ITS on a deprioritisation list of non‑essential level 2 measures and, as a result, will not adopt the ITS before 1 October 2027.

HORIZON SCANNING

Q4 2025

ESMA to submit ITS on insider list format to Commission

5 December 2025

ESMA to submit ITS to Commission on templates and layout of prospectuses and prospectus summaries

5 March 2026

EU Follow‑on Prospectus and EU Growth Issuance Prospectus regimes apply

5 June 2026

Prospectus standardised format requirements apply

5 June 2026

New "total consideration exemption" and summary prospectus requirements apply

July 2026

ESMA to adopt delegated acts as part of Listing Act amendments to MAR

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