EU updates prospectus classification metadata and incorporation-by-reference rules, applying from 10 July 2026
EU NCAs must report new prospectus classification metadata to ESMA via the notification portal from 10 July 2026
EUR-Lex
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Change
On 23 February 2026 the European Commission adopted Delegated Regulation 2026/395 (published 2 June 2026) amending the RTS in Delegated Regulation 2019/979, replacing the Annex VII metadata list to cover EU Growth and EU Follow-on prospectuses and European Green Bond designations, routing ESAP and exemption-document submissions through the Article 25(6) notification portal, and adding documents that may be incorporated by reference into prospectuses; the metadata and portal changes apply from 10 July 2026.
Why it matters
National competent authorities must supply ESMA with revised machine-readable Annex VII metadata covering the two new Listing Act short-form prospectuses (EU Growth issuance and EU Follow-on) and flags identifying European Green Bonds, securitisation EuGBs, and bonds marketed as environmentally sustainable or sustainability-linked. NCAs may make Article 21a(1) information accessible on the European Single Access Point and may file exemption documents by submitting electronic copies and classification data through the Article 25(6) notification portal in common XML format. Issuers may now incorporate by reference into prospectuses documents approved or filed under the repealed Directive 2003/71/EC and pre-issuance sustainable-bond disclosures under Regulation 2023/2631. The metadata, format and portal changes apply from 10 July 2026.
Implications
- — Reporting and systems teams at national competent authorities must update their ESMA submission feeds to the replaced Annex VII metadata schema — including the EU Growth, EU Follow-on and Regulation 2023/2631 bond-designation fields in common XML — before the 10 July 2026 application date, or classification submissions will not conform.
- — NCA filing teams must route Article 21a(1) ESAP information and exemption documents through the Article 25(6) notification portal with the required classification metadata from 10 July 2026 — the portal becomes the compliance path for making that information accessible on ESAP.
- — Capital-markets legal teams drafting prospectuses may incorporate by reference documents approved or filed under Directive 2003/71/EC and Regulation 2023/2631 pre-issuance sustainable-bond disclosures — relevant where a fungible non-equity issuance previously relied on 2003/71/EC terms that could no longer be referenced.
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