EU Listing Act: EU Commission proposes measures simplifying company listings and capital raises (December 2022)
In this briefing, the seventh in our European Capital Markets Briefing Series, we summarize what we believe are the key amendments proposed in the Listing Act, a short description of the main features of the amendments and, where relevant, their practical context and our own initial assessment.
Guidance and practice around prospectus disclosure: what trends have emerged further to the publication of the ESMA guidance (November 2022)
It has been three years since the Prospectus Regulation became fully effective across the EU and repealed and replaced the Prospectus Directive. The scope of the Prospectus Regulation is further shaped by, amongst others, the European Securities and Markets Authority ("ESMA"), who has published several guidelines, Q&A's and final reports with the aim to help market participants comply with the disclosure requirements set out in the Prospectus Regulation and to enhance consistency across the EU.
On 29 September 2022, the Porsche IPO was priced at EUR 82.50 per share at the top end of the price range. The offering was significantly oversubscribed and concluded the largest IPO by market capitalization in European history with EUR 78 billion at IPO. The Porsche IPO also included a never before implemented pan-European retail offering across six European jurisdictions with approximately 280 million people.
The EU Pilot Regime: accelerating the development of a digital capital market in Europe (September 2022)
From 23 March 2023, for an initial three year period, operators of DLT Market infrastructures will be given the opportunity under the EU Pilot Regime to experiment with the use of DLT in issuance and post-trade processes, free from certain regulatory constraints. This is expected to give rise to an increase in the volume of issuances of financial instruments that are issued, recorded, transferred and stored using DLT in Europe.
The creation of a single market for capital in the EU remains a work in progress, but some key advances have been made so far in 2022. With the backdrop of the global Covid pandemic and the war in Ukraine, it has been noted that it is more critical than ever to deepen and diversify funding sources for companies of all sizes, strengthen Europe's economic resilience and shore up the financial system in order to keep the European economy and European companies competitive. During the first half of 2022, the EU has accordingly taken key steps towards the implementation of the EU Capital Markets Union and its related action plan.
Since the European Commission published its proposal for a Regulation on European green bonds ("EU GBS") in July 2021 as part of its agenda on sustainable finance to meet the goals of the Paris Agreement and the European Green Deal, the draft EU GBS has been widely discussed and commented on. The EU GBS is focused on the alignment of the use of proceeds of European green bonds with the EU Taxonomy, additional reporting requirements for issuers of European green bonds (pre- and post-issuance) as well as regulating the external review process.
SPAC IPOs with listings on European exchanges had a record year in 2021, but the number of listings has slowed in 2022.