Timeline for the Approval of a Prospectus

Regulation (EU) 2024/2809 (“Listing Regulation”) made provision for the European Commission to adopt certain delegated acts to supplement the Listing Regulation. Article 20(11) of the Prospectus Regulation has been updated to include -

“(c)  the maximum overall timeframe within which the scrutiny of the prospectus is to 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 that timeframe”.

A Commission Delegated Regulation, amending Commission Delegated Regulation (EU) 2019/980 introduced new regulatory requirements under Article 45a (2) concerning the timeline for the approval of a prospectus under the Prospectus Regulation.

“Pursuant to Article 20(11), point (c) of Regulation (EU) 2017/1129 … a competent authority shall decide within 90 working days of the receipt of the initial application for approval of a draft prospectus whether to approve that prospectus. Where the scrutiny of a prospectus exceeds that period, the competent authority shall cease reviewing the prospectus without approving it, and shall notify the issuer, offeror or person asking for admission to trading on a regulated market accordingly”.

Timeline to Approval

The Central Bank must make a final decision on whether to approve a prospectus within 90 working days (100 working days for an SME) of receipt of the initial application.

If the review exceeds 90 working days from the date of receipt of the initial application, the Central Bank will cease reviewing the prospectus without approving it and will notify the issuer, offeror or person asking for admission to trading on a regulated market accordingly.  

It is the sole responsibility of the issuer, offeror or person asking for admission to trading on a regulated market to ensure that the timeline to approval is managed within the 90 working day period.

Extension Options

A  one-off extension to the 90 working day period may be sought, prior to it  lapsing. A written request for an additional 30 working day period may be sought (this also applies to SME’s).

This request should be made to [email protected] specifying the Job Number, Issuer Name, Programme Name (if applicable) and estimated submission date.

This framework ensures timely decisions whilst maintaining rigorous standards for investor protection.