New EU Prospectus Rules Create Opportunities, and Headaches, for Polish Issuers

From December 2024, listed companies across Europe gained wider freedom to raise capital without preparing a full prospectus. The reform, known as the EU Listing Act, was published in the Official Journal on 14 November 2024 and took effect on 4 December 2024.

The most visible change is the new 30 percent threshold. Companies can now admit additional shares equal to almost a third of their existing capital in a 12-month period without a full prospectus. For those listed for at least 18 months, there is an even more flexible option: any volume of identical shares can be offered and admitted with only a short disclosure document capped at 11 pages, instead of a multi-hundred-page prospectus.

It remains important to analyse the rules separately for offerings and for admissions to trading. A company may be exempt from preparing a prospectus for the offer itself, for example when addressing a limited circle of professional investors, but still be required to produce the short disclosure document for the admission of those shares to the exchange.

The definition of a public offer under EU law is broad: it covers any communication that contains enough detail about securities and their terms to allow an investor to make a decision. The “fewer than 150 persons” rule is not part of the definition but an exemption threshold.

Polish companies face an additional layer of complexity. Domestic company law requires that the terms of closed or open subscriptions be published in the official court and business journal. That obligation is waived for offers based on a full prospectus or an information memorandum under Polish law, but the new EU “short disclosure document” is not yet mentioned in the statute.

Until the code is updated, issuers that use the EU exemptions but follow an open or closed subscription process must still place announcements in the journal. This can cause difficulties, since Polish practice often sets the issue price only at the final stage, with the board empowered to decide. The workaround is to publish the authorisation in the announcement and notify the final price separately in a current report.

Private placements are less affected, as individual offers to designated investors fall outside the announcement format. In these cases, companies can rely more directly on the new EU exemptions.

The broader message is that while Brussels has simplified the rules to cut costs and speed up equity fundraising, national company law in Poland still imposes extra steps. For Warsaw-listed firms, the reforms open the door to quicker follow-on offerings, but legal teams will need to navigate carefully until domestic rules are aligned.