[Last updated: 1 January 2024, unless otherwise noted]

Below is a table of the main documents generally required for the listing of a company on Euronext Brussels.

Link to Table

The most important document to be prepared in connection with a listing on Euronext Brussels is the listing prospectus. If the listing is combined with an offering of the securities to the public in Belgium or other countries, an offering prospectus must also be made available. The prospectus for the listing can be drafted in such a manner that it can also be used for the offering of the securities to the public.

The listing and offering prospectus must be approved by the FSMA. Alternatively, a prospectus approved by the competent authority of the issuer's home Member State located elsewhere in the EEA may be passported into Belgium pursuant to the Prospectus Regulation.

The prospectus must satisfy the rules set out in the Prospectus Regulation. The Prospectus Regulation is supplemented by several European delegated regulations, and the Belgian Act of 11 July 2018 relating to public offerings of investment instruments and the admission of investment instruments to trading on regulated markets. Furthermore, the European Securities and Markets Authority (ESMA) has issued further guidance in relation to (among other things) the prospectus requirements. Pursuant to these rules, the prospectus must contain the necessary information which is material to an investor for making an informed assessment of the assets and liabilities, profits and losses, financial position, and prospects of the issuer and of any guarantor, the rights attaching to the securities, and the reasons for the issuance and its impact on the issuer.

In particular, the prospectus must include disclosure relating to:

• The persons responsible for the prospectus.
• The auditors.
• Risk factors relating to the company, its industry and the offered securities.
• General information about the company.
• A description of the company's business, operations, principal activities, the main products and services, and principal markets.
• The company's strategy and objectives.
• Investments by the company.
• Organizational structure.
• A description of the company's financial condition and operating results, changes in financial condition and results of the operations for the periods covered by the financial statements and any significant factors affecting its operating results.
• Capital resources.
• Regulatory environment.
• Trend information.
• Profit forecasts or estimates (albeit that such information is optional and not mandatory).
• The company's management and corporate governance, including information on the remuneration and benefits paid to members of the management and board.
• Number of employees and their share options.
• Major shareholders.
• Recent related party transactions.
• Dividend policy.
• Legal and arbitration proceedings.
• Significant changes in the company's financial position since the end of the last financial period for which financial information has been published or included in the prospectus.
• Details of the company's share capital, objects, articles of association or charter, rights attaching to shares, procedure for conducting general meetings of shareholders and other related information.
• A summary of material contracts.

 In addition, with respect to financial information, the prospectus should also include audited historical financial information for the latest three financial years together with the audit report for each year. For an issuer incorporated in an EEA Member State, the accounts should generally be prepared under IFRS. For an issuer incorporated outside the EEA, the accounts should be prepared:

• Under IFRS.
• Under US, Japanese, Canadian, Chinese or South Korean generally accepted accounting principles (GAAP).
• Under Indian GAAP, for financial years starting before 31 March 2016.

Any quarterly or half-yearly financial information that the company has published since the date of the last audited financial statements must also be included, together with any audit or review report with respect thereto. If there has been a significant gross change, such as a significant acquisition or merger, it is necessary to include pro forma financial information to reflect how the transaction would have affected its assets, liabilities and earnings if it had occurred at the beginning of the period covered by the report. The prospectus must also replicate the audit reports for each relevant period, including any refusals, qualifications, disclaimers or emphasizes of matter and the reasons for the same. If any financial data included in the prospectus is not extracted from the company's audited financial information, its source must be disclosed. Any significant post-balance sheet change in the financial position of the group must also be described.

It is important to involve the issuer's auditors early in the process. The auditors will not have to deliver to the FSMA or Euronext Brussels, prior to the approval of the prospectus, a certification that they have reviewed the information relating to the financial condition and the financial statements presented in the prospectus and in the prospectus as a whole.

If the securities to be listed are also offered and listed outside of the EEA, local rules regarding the listing and offering will also need to be followed, as appropriate. Where the offer includes a US tranche, the prospectus needs to conform to US disclosure standards.

The FSMA will review the draft prospectus filed with it. Draft prospectus filings are not publicly available. The Prospectus Regulation contains specific rules regarding the time window within which the FSMA must approve the prospectus. In practice, a company or its listing agent generally will make an informal arrangement with the FSMA as to timing for the delivery by the FSMA of comments on the draft prospectus and further filings by the company. Several rounds of comments can be expected, but usually a prospectus approval can be obtained within seven to nine weeks after the initial filing. A longer review period may occur if the listing is in connection with a capital raising or for a debt offering. Upon approval of the prospectus, the FSMA will issue its approval (for companies familiar with the US registration process, this is equivalent to the US SEC's effectiveness order), and the final prospectus will be posted by the FSMA and ESMA on their websites.

The prospectus does not need to be translated into Dutch or French. An English language prospectus can be used. However, Belgian issuers also must take into account the relevant legal regime that applies to corporate and other documentation that they issue and which could require them to prepare a full version of the prospectus in Dutch or French, as relevant.

Typical process and timetable for a listing of a company on Euronext Brussels, combined with a capital raising 

Link to Timetable

As referred to above, in the case of a technical listing (such as a listing without an offering), the process can be shorter. Also, the process for cross-listing a foreign company is not appreciably different from listing a domestic company.

Initial public offerings of domestic and foreign companies generally occur via a single prospectus, containing the information required by the Prospectus Regulation.

The Prospectus Regulation contains a number of exceptions and exemptions that in certain cases permit initial and follow-on offerings and listings of securities without an approved prospectus. For example, securities that have been listed on another regulated market in the EEA, for at least 18 months are exempt under the following main conditions:

• The Prospectus was approved and published in connection with the earlier listing.
• The ongoing obligations for trading on the other EEA-regulated market have been fulfilled.
• A summary document is made available to the public, which also states where the most recent prospectus can be obtained and where the financial information published by the company pursuant to ongoing disclosure obligations is available.

Also, the listing of additional shares, representing over a period of 12 months less than 20% of the shares of the same class already listed on the same regulated market, does not require a listing prospectus.

The Prospectus Regulation also allows companies to prepare a simplified prospectus in certain circumstances including notably for companies whose securities have been admitted to trading on a regulated market continuously for at least 18 months.

The FSMA will need to approve in advance all advertising relating to the offering of securities to the public in Belgium or the listing of securities on Euronext Brussels.