[Last updated: 1 January 2024, unless otherwise noted]
The following requirements must be satisfied for the admission to trading of securities on the Spanish Stock Exchange:
- Registration with the CNMV of the documents that evidence that the issuer and the securities are subject to the legal regime applicable to them.
- Registration with the CNMV of the financial statements of the issuer prepared and audited in accordance with the legislation applicable to the issuer.
- Approval and registration with the CNMV of a prospectus, as well as its further publication.
On 16 May 2017, the European Council adopted new rules on prospectuses for the offering and listing of securities (the Prospectus Regulation) which replaced the former prospectus rules under Directive 2003/71/EC. The new rules are aimed at lowering the regulatory hurdles that companies face when issuing equity and debt securities and intend to simplify administrative obligations related to the publication of prospectuses while ensuring that investors are well informed.
The Prospectus Regulation is supported by secondary legislation such as Commission Delegated Regulation (EU) 2019/980 that provides the format and content of the different sorts of prospectuses and repeals former Commission Regulation (EC) No 809/2004.
A prospectus may be drawn up as a single document or as separate documents. Prospectuses composed of separate documents must be divided into three different documents: a share registration document disclosing material information about the issuer such as its business, industry, financial situation, management and shareholders; a securities note describing the offered securities and the placement procedure; and a summary of both documents.
The prospectus to be approved by the CNMV for the admission to trading on the Spanish Stock Exchange only must be in Spanish, in a language which is commonly used in the framework of international financing (such as English), or in another language expressly accepted by the CNMV.
The CNMV normally accepts a prospectus drafted only in English if there is no retail public offering and provided the summary is translated into Spanish. In recent years, in IPOs addressed to qualified investors only it has become customary to prepare a single offering document in English, compliant with the Prospectus Regulation and drafted in international format.
A prospectus approved by the CNMV will be valid for an offering to the public and admission to trading on any of the regulated markets of other member states of the European Union, provided that the CNMV notifies the competent authority of the relevant member state, and provides a certificate of approval of the prospectus, a copy of the prospectus and, if applicable, a translation of the summary (in such cases where the applicable law of the relevant host member state so requires). Also, a prospectus approved by the competent authority of the home member State will be valid for the public offering in Spain and admission to trading on the Spanish Stock Exchange, provided that the relevant competent authority submits the required documentation to the CNMV (such as a certificate of approval of the prospectus and a copy of the prospectus).
In the event of an issuer that has its corporate address outside the European Union, the CNMV may approve a prospectus drafted in accordance with the laws of such non-EU country and admit the relevant securities to trading on the Spanish Stock Exchange or on another regulated market of the European Union, provided Spain has the condition of home member State and certain conditions are met.
The following persons are liable for the content of the prospectus and, if applicable, its supplements: (i) the issuer, the offeror, or the person that requests the admission to trading of the securities to which the prospectus refers; (ii) the directors of the aforesaid entities; (iii) the persons that accept to assume liability for the prospectus, to the extent expressly stated, when such circumstance is mentioned in the prospectus itself; or (iv) any other person that authorizes, either totally or partially, the content of the prospectus when such circumstance is mentioned in the prospectus itself. A lead manager may also be liable in the case of an offering to retail investors if it does not carry out the necessary actions to verify that the information included in the prospectus regarding the securities, or the transaction is not false and that no essential information is omitted.
The prospectus must also include audited historical financial information for the three previous fiscal years together with the relevant audit reports. The financial information must be prepared in accordance with IFRS or, if not applicable to a member State, with national accounting standards for issuers from the EEA. For an issuer incorporated outside the EEA, the accounts should be prepared under IFRS or under GAAP that have been internationally accepted (US, Canadian, Chinese, South Korean and Japanese GAAP have been deemed equivalent to IFRS by the European Commission). 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. If there has been a significant change in the company's position (such as a significant acquisition or merger), pro-forma financial information reflecting 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 must also be included. The prospectus must also replicate the audit reports for each relevant period including any refusals, qualifications or disclaimers 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 or trading position of the group must also be described.
The prospectus must be approved and registered with the CNMV. The CNMV usually reviews a number of interim drafts and provides detailed comments until the document satisfies, as judged at the CNMV's discretion, all regulatory requirements. This process generally takes approximately between two and three months.
The prospectus may not be published until expressly approved by the CNMV. Once approved, the prospectus is filed with the CNMV's registry and publicly disclosed, such disclosure to take place as soon as feasible and, in any event, reasonably prior to the securities' admission to trading or, at most, at that same moment.
Additionally, the Spanish Stock Exchange requires the following documentation for the admission to trading of shares:
- Letter requesting the admission to trading.
- Mandate letter addressed to the representative chosen by the issuer or, as the case may be, to the management company of the Spanish Stock Exchange to carry out the formalities of the admission to trading.
- Certificate of the corporate resolutions of the issuer (this is not required if the relevant information is detailed in the prospectus).
- Information about the distribution of the shares to be admitted to trading.
- Copy of the prospectus approved by the CNMV.
Typical process and timetable for the listing of a company in the Spanish Stock Exchange