Listing Act: simplifications and new opportunities

The new European Listing Act introduces crucial simplifications and new opportunities for companies looking to raise capital on financial markets.

Thanks to streamlined rules, higher thresholds for prospectus exemptions, reduced documentation and more efficient processes, companies can more easily access listing and capitalise on the best market opportunities. The new measures also include transparency, information management and IPO structures, making Borsa Italiana even more accessible and competitive for companies of all sizes.

What changes with the entry into force of the Listing Act? 

• Exemptions from the obligation to publish a prospectus. For capital increases, the threshold is raised from 20% to 30% of the already listed capital. This means a company can raise funds more quickly, avoiding a complex authorisation process in a wider range of cases. Similarly, for offerings dedicated to retail investors, the threshold is raised from €8 million to €12 million, allowing less expensive capital raising, both at IPO and in follow-on offerings.

• Simplified prospectus formats: streamlined formats are introduced, including:
• simplified standard prospectus (approximately 300 sides),
• a prospectus for follow-on (approximately 50 sides),
  
• the use of Annex 9 for exempt transactions, without the need for prior approval.
  
  
•  A more proportionate approach to prospectus drafting, with simplified formats, tailored to the specific type of transaction. This marks a shift from very long and redundant documents to streamlined models: a simplified standard prospectus, a shorter document for follow-on, and the possibility to use Annex 9 under an exemption regime without requiring prior approval.

•  Reduction of required historical information: the financial statements to be submitted are reduced from three to two years, further easing the documentation burden and the cost of listing.
  A further simplification is related to required historical information, with the financial statements to be submitted reduced from three to two years. This change has a significant impact, as it facilitates market access for younger or faster growing companies that may lack a long, established track record.
  
  
• Simplifications regarding MAR (Market Abuse Regulation): measures aimed at making clearer disclosure obligations for issuers, thereby reducing the risk of interpretive uncertainty.

The Listing Act removes the obligation to disclose intermediate steps in long processes, giving disclosure to the final event, to avoid market distortions and introduces some amendments to the rules on delayed disclosure.



• Reduced minimum free float: the minimum free float threshold drops from 25% to 10%, making listing more accessible even for companies with concentrated ownership structures.

Another significant development is the reduction of the minimum free float required for listing, which falls from 25% to 10%. This change directly impacts IPOs, allowing controlling shareholders to retain a larger equity stake and making listing a more accessible option even for companies with concentrated ownership.



• Enhanced voting rights: the possibility to introduce multiple voting shares, already provided in Italy under Legge Capitali, is strengthened, and facilitates market access while allowing control.

Ultimately, reinforcing the ability to use multiple voting shares, already introduced in Italy under Legge Capitali, leads to a better balance between listing and maintaining control. Companies can thus raise capital without compromising governance stability.