With the full entry into force of the Listing Act on 5 June 2026, the prospectus threshold for offers of securities to the public will be raised to EUR 12 million and this threshold must henceforth be calculated in accordance with new rules.
On 5 June 2026, a number new provisions of the Listing Act[1], including the new threshold provisions in the Prospectus Regulation[2], will enter into force. These constitute the final set of amendments introduced by the Listing Act.
As from 5 June 2026, a harmonised prospectus threshold of EUR 12 million will apply to offers of securities to the public. This will bring to an end the system under which each Member State of the European Union could set the prospectus threshold between EUR 1 million and EUR 8 million. Member States retain only the possibility of lowering the threshold to EUR 5 million. However, as at the date of entry into force of the new prospectus rules, the Belgian legislators have not made use of this option.
Accordingly, the prospectus threshold for offers of securities to the public will be raised to EUR 12 million on 5 June 2026. Below this threshold, such offers are exempt from the obligation to publish a prospectus, provided that no passporting is required for such offers. In Belgium, below the prospectus threshold, the information note regime applies in accordance with the Prospectus Law[3].
The Prospectus Regulation henceforth also specifies how this threshold must be calculated. It refers to the total aggregated consideration of all current offers of securities to the public and offers of securities to the public over the 12 months prior to the starting date of a new offer of securities to the public, with the exception of those offers of securities to the public for which a prospectus was published or which were exempt from the obligation to publish a prospectus pursuant to Article 1, § 4, paragraph 1, of the Prospectus Regulation. Furthermore, the total aggregated consideration of the securities to be offered to the public includes all types and classes of securities offered.
Consequently, for offers of securities to the public starting on or after 5 June 2026, issuers will need to carefully assess in advance whether or not the new offer is subject to the prospectus obligation, in light of the prospectus threshold and the calculation method laid down in the Prospectus Regulation. In this regard, it is important to take account of the amounts offered, rather than of the total amounts raised.
Investment instruments other than securities remain subject to the rules of the Prospectus Law. For public offers of those investment instruments, the prospectus threshold remains the same as from 5 June 2026.
More information : Issues of securities
[1] Article 1 (3), (6), b) and c), (7), a) to f), (10), a), b) and c), and (21), a) of Regulation (EU) 2024/2809 of the European Parliament and of the Council of 23 October 2024 amending Regulations (EU) 2017/1129, (EU) No 596/2014 and (EU) No 600/2014 to make public capital markets in the Union more attractive for companies and to facilitate access to capital for small and medium-sized enterprises
[2] Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC
[3] Law of 11 July 2018 on public offers of investment instruments and the admission to trading of investment instruments on regulated markets