Opening Statement by Governor of Central Bank of Ireland Gabriel Makhlouf, at the Joint Oireachtas Committee on Finance, Public Expenditure, Public Service Reform and Digitalisation, and Taoiseach
Executive Summary
The Central Bank of Ireland (CBI) Governor used this Oireachtas hearing to restate that the CBI will act only within its statutory mandate on prospectus approval, while also signalling that the EU Prospectus Regulation framework has changed materially since 5 June 2026 because of Regulation (EU) 2024/2809. For compliance teams, the key point is that prospectus-related processes, disclosures, and approval planning should now be reviewed against the amended EU regime and the CBI’s existing approval timetable requirements, including the 90 working day decision rule for non-SME prospectuses and 100 working day rule for SMEs. #
What Changed
- - Regulation (EU) 2024/2809 amends elements of the Prospectus Regulation, and those amendments fully took effect on 5 June 2026.
- The Prospectus Regulation continues to apply as the core EU framework for prospectuses, with the CBI acting as the competent authority in Ireland for approval matters.
- The CBI states that it must decide on a prospectus application within 90 working days of receipt of the initial application, or 100 working days for an SME.
- If the review exceeds the applicable working-day limit, the CBI will cease reviewing the prospectus without approving it and will notify the issuer, offeror, or person seeking admission to trading.
- A one-off extension of 30 working days may be requested before the original 90 working-day period lapses, including for SMEs.
- The CBI indicates that issuers, offerors, and admission applicants should provide specific submission details when requesting an extension, including the Job Number, Issuer Name, Programme Name if applicable, and estimated submission date.
Suggested Considerations
- Review all prospectus templates, disclosure checklists, and approval workflows against the amended Prospectus Regulation provisions that became fully applicable on 5 June 2026.
- Reassess transaction timetables to ensure the planned filing date allows for the 90 working day or 100 working day CBI review window, plus any needed extension request.
- Submit any request for a one-off 30 working day extension before the original approval period expires, and include the required reference details in the request.
- Confirm whether any current or planned issuance qualifies as an SME transaction, because the approval deadline differs from the standard timetable.
- Update internal sign-off procedures so legal, finance, and compliance teams can demonstrate that prospectus materials are prepared in line with the CBI’s statutory mandate and the amended EU framework.
- Build contingency planning for the possibility that the CBI may stop reviewing a draft prospectus if the statutory decision period expires without approval.
Key Dates
Compliance Impact
Non-compliance risk is high because a failed or delayed prospectus approval can block issuance, delay admission to trading, and disrupt capital raising. Firms also face execution and disclosure risk if they do not align their documentation and timetables to the amended EU regime and the CBI’s approval mechanics.
Who is Affected
References
AI-generated analysis. May contain errors or omissions — verify with the original CBI source before acting. Full disclaimer.
Summary
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