Following a recent consultation, Euronext Dublin has published updated listing rules for its regulated market.

The updated Euronext Dublin Rule Book II (the Listing Rules) which sets out specific rules for admission and continuing obligations for issuers on the Euronext Dublin came into effect on 1 January 2025 replacing the previous version of the Listing Rules, dated 21 July 2019.

Euronext Dublin confirmed the primary objective of streamlining and harmonising the Listing Rules with other Euronext markets, against the backdrop of the recent UK listing review. The result is more simplified Listing Rules and increased flexibility for equity issuers.

Continuing Obligations

The revised Listing Rules are consolidated into eight chapters and result in significantly reduced continuing obligations for equity issuers, with several previously mandatory obligations removed. Key changes include:

• removal of rules regarding significant transactions (including class tests) and related-party transactions, reducing the number of transactions requiring shareholder approval and a circular;
• removal of rules regarding dealings in own securities and treasury shares, including the rules relating to share buybacks;
• annual report obligations are limited to corporate governance disclosures and the auditors’ report, reducing the disclosure burden for issuers;
• prior shareholder approval no longer required for adoption of employee share schemes/long-term incentive plans; and
• no requirement for a written agreement with a controlling shareholder; and removal of rules on secondary listings, so that the Listing Rules apply equally to all issuers.

Continuing obligations relating to notification of board changes, notification of shareholder resolutions, annual reports and audit reports have been retained.

Corporate Governance Code

Issuers are required to report against the new Irish Corporate Governance Code, however issuers which are dual-listed in both Ireland and the UK have the option to either follow the Irish Corporate Governance Code or the UK Corporate Governance Code. The Irish Corporate Governance Annex has been removed.

Reverse Listings

The rules previously governing reverse takeovers have been replaced with new Listing Rules and a related Policy Notice on reverse listings in order to align with the reverse listing regime across all Euronext markets. A company that completes a reverse listing must apply for an initial admission of its shares on Euronext Dublin, but the Listing Rules do not require shareholder approval of the transaction as was previously the case for reverse takeovers. It is worth noting that, while the reverse listing regime is likely to apply in a number of the same circumstances where the reverse takeover regime previously applied, the definition of a “reverse listing” does not directly align with the prior definition of a reverse takeover.

Admission of Securities

Equity admission conditions and application procedures have been aligned with those of other Euronext Regulated Markets, in order to foster a more harmonized equity regime.

Book I

In its consultation last year, Euronext Dublin proposed minor changes to the harmonised rule book (Book I) concerning the free-float requirements, however for the moment Book I remains unchanged.

Other Obligations

An issuer listed on Euronext Dublin’s regulated market will continue to be subject to Irish law implementing various EU regimes, such as transparency and market abuse, including requirements relating to the announcement of regulated information, including the publication of annual and half-yearly reports and major shareholder information, and announcements of inside information and PDMR transactions in accordance with the relevant rules. EU MAR and the Companies Act 2014 continue to apply to issuers repurchasing their own shares and for buyback authorities, thresholds on price and volume limits remain where applicable.

Irish-incorporated issuers will also continue to constitute “traded PLCs” for the purpose of the Companies Act 2014 and so will remain subject to the obligation to announce material related party transactions to the market, and to put those related party transactions to a vote of independent shareholders under the Second Shareholders’ Rights Directive as implemented in Ireland. “Material” for this purpose is a transaction in which the percentage ratio is 5% or more following calculation under any of the class tests set out at Schedule 21 to the Companies Act 2014 which are similar to the class tests under the previous Listing Rules. Such issuers will also remain subject to the existing requirements under the Companies Act 2014 to publish an annual remuneration report and to put a remuneration policy to a vote of shareholders on a periodic basis.