The EU regulation commonly called the Listing Act changes prospectus rules to make capital markets more attractive and improve small and medium-sized enterprises’ access to capital. Amendments to the Prospectus Regulation became fully applicable on 5 June 2026.
Slovak businesses are hearing one figure in particular: EUR 12 million. For a Slovak issuer, that is misleading.
Slovakia’s threshold remains EUR 5 million
The prospectus publication obligation does not apply in Slovakia to public offers whose total aggregate consideration in the EU is less than EUR 5,000,000 per issuer or offeror over twelve months (§ 120(2) of the Securities Act).
The Listing Act replaced the former system allowing Member States to choose a threshold between EUR 1 million and EUR 8 million with two fixed values: a main EUR 12 million threshold and EUR 5 million for states choosing the lower option. Slovakia applies the lower one.
For a company preparing a Slovak issue, 5 June 2026 therefore created no extra room. Anyone planning an EUR 8 million issue by relying on the “new European threshold” planned incorrectly.
What actually changed
The EUR 1 million lower boundary disappeared. Previously, the Prospectus Regulation did not apply at all to offers below EUR 1 million. That exclusion was removed and replaced with the unified threshold structure. The Slovak issuer’s practical position is unchanged because EUR 5 million remains decisive, but the legal basis for the exemption changes.
The exemption applies only without passporting. A below-threshold offer is exempt from publishing a prospectus provided it does not require notification to other Member States. If you want to offer an issue across borders using a Slovak prospectus, the below-threshold exemption is not the route.
Thresholds differ for cross-border offers. A state using EUR 12 million gives issuers more room than Slovakia. For a group deciding where to structure an issue, this is a tangible new factor, precisely what we examine when comparing Slovak and Czech issues.
Fungible securities: from 20% to 30%. The exemption for securities fungible with those already admitted to trading increased to less than 30% of their number over twelve months and expanded to public offers and SME growth markets. Instead of a prospectus, a short key-information document is made available and filed with the competent authority, but does not require its approval.
The EUR 150 million threshold for credit institutions is permanent. The increase introduced during post-crisis measures became a permanent part of the regime.
New, shorter prospectus formats. The EU Follow-on prospectus and EU Growth issuance prospectus introduce reduced content and standardised format and information order. A maximum page limit was introduced only for public offers of shares and their admission to trading, not for bond issuers.
Managers’ transactions under MAR: from EUR 5,000 to EUR 20,000. The calendar-year threshold above which persons discharging managerial responsibilities report transactions in the issuer’s instruments rose to EUR 20,000. The competent authority may increase it to EUR 50,000 or reduce it to EUR 10,000.
The transitional period
The regulation’s changes apply from 5 June 2026. The detailed prospectus disclosure requirements, however, depend on a delegated act, which is delayed.
ESMA highlighted this in a public statement on 7 May 2026. It states that the regulation itself already applies and market participants may rely on it, recommending that detailed disclosures follow the delegated act as adopted by the Commission on 7 May 2026. The guidance is expressly non-binding.
For an issuer seeking approval during this period, the implication is clear: discuss disclosure scope with the regulator in advance. The National Bank of Slovakia offers informal pre-application consultation on specific questions, rather than the entire prospectus. This is a suitable question for that process.
What this means for you
If you prepare an issue below EUR 5 million offered only in Slovakia, the Listing Act has little practical effect. Even below the threshold, you must submit a document to the National Bank of Slovakia and make it publicly available. No prospectus does not mean no documentation.
If you are considering a larger issue, cross-border offer or SME growth market, assess the new formats and higher fungible-securities threshold when structuring the transaction, not only when drafting documents.
An earlier question can determine the issue’s fate before any threshold matters: when is a bond offer a public offer at all? The boundary is lower than most issuers expect.
This article provides general legal information as at 9 August 2026. It does not constitute legal services or advice on your specific matter. Laws change and the details of your situation may differ. Check the appropriate course of action or contact us before making a decision.
