Board Authorisations For Secondary Issuances

The Listing Act, effective from December 2024, introduced changes to EU regulations to simplify share issuance. Despite expanded exemptions, C25 companies have not updated their board authorisations, and proxy advisors ISS and Glass Lewis kept their 2024 guidelines unchanged. It remains unclear if companies will adjust to the new rules in the future.

On 4 December 2024, a legislative package referred to as the Listing Act entered into force, amending several EU regulations, including the Prospectus Regulation, the Market Abuse Regulation, MiFIR and MiFID II. It introduced significant changes, especially to the Prospectus Regulation and secondary issuances:

• The prospectus exemption for secondary issuances - typically used in accelerated book buildings (ABBs) or private placements - has been increased from 20% to 30% of the share capital and now also applies to public offerings (where the exemption has typically been used for offerings made to qualified