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 apply in stages, with the final part, including the new thresholds, applying from 5 June 2026.
Slovak businesses are hearing one figure in particular: EUR 12 million. For a Slovak issuer, that is misleading.
Slovakia’s threshold is EUR 5 million, not EUR 12 million
From 5 June 2026, 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). Until 4 June 2026, the Slovak threshold was EUR 1,000,000 per offer.
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. All of the issuer’s public offers over twelve months count towards the threshold, except offers made with a prospectus and offers under the exemptions in Article 1(4) of the Regulation (Article 3(2c)).
For a company preparing a Slovak issue, the room for offers without a prospectus therefore widened on 5 June 2026 from EUR 1 million to EUR 5 million, not to EUR 12 million. Anyone planning an EUR 8 million issue by relying on the “new European threshold” planned incorrectly.
What actually changed
Not everything applies only from June. Some changes have applied since 4 December 2024, the new prospectus formats since 5 March 2026, and the thresholds and page limit since 5 June 2026 (Article 4 of Regulation 2024/2809).
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 small offers now rely solely on the threshold under Article 3(2) and (2a) of the Regulation, which in Slovakia means the EUR 5 million threshold under § 120(2).
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. As at 26 September 2026, Czechia is such a state: the threshold there applies directly from the Regulation, and the government bill proposing EUR 5 million (Chamber print 143) has not yet been adopted. 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. For public offers, it applies only if the issuer is not subject to restructuring or insolvency proceedings; a separate exemption without a percentage limit covers securities admitted to trading continuously for at least 18 months (Article 1(4)(da) and (db) of the Regulation). 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 prospectuses relating to shares, 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 for the delegated act has ended
The detailed prospectus disclosure requirements are set by a delegated act, which was not yet in force on 5 June 2026.
ESMA highlighted this in a public statement on 7 May 2026. It stated that the regulation itself already applies and market participants may rely on it, and recommended that detailed disclosures follow the delegated act as adopted by the Commission on 7 May 2026. The guidance is expressly non-binding.
Commission Delegated Regulation (EU) 2026/1061 was published in the Official Journal on 13 August 2026 and entered into force on the third day following its publication. The transitional period ESMA addressed has therefore ended. If an issuer has a specific question when preparing a prospectus, the National Bank of Slovakia offers pre-application consultation on specific questions, rather than the entire prospectus (NBS Methodological Guideline No. 1/2024).
What this means for you
If you prepare an issue below EUR 5 million (aggregated over twelve months) offered only in Slovakia, you do not need a prospectus from 5 June 2026; before then, a prospectus was required for offers from EUR 1 million. Even below the threshold, however, you must submit a document to the National Bank of Slovakia and make it publicly available (§ 120(3) of the Securities Act). 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 may be lower than it seems.
This article provides general legal information as at 26 September 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.
