MAR 5.10 Operation of a small and medium-sized enterprises (SME) growth market

For the purposes of MAR 5.10.2R, a firm must:

(1) determine whether at least 50% of the issuers admitted to trading on an MTF are SMEs on the basis of a calculation of the average ratio of SMEs over the total number of issuers whose financial instruments are admitted to trading on that market;

(2) calculate the average ratio on 31 December of the previous calendar year as the average of the 12 end-of-month ratios of that calendar year; and

1. (3)

    demonstrate that the MTF:

   1. (a)

       has established and applies rules providing for objective and transparent criteria for the initial and ongoing admission to trading of issuers on its venue;

   2. (b)

       has an operating model which is appropriate for the performance of its functions and ensures the maintenance of fair and orderly trading in the financial instruments admitted to trading on its venue;

   3. (c)

       has established and applies rules that require an issuer seeking admission of its financial instruments to trading on the MTF to publish an appropriate admission document as required by the rules of the operator of the MTF, drawn up under the responsibility of the issuer and clearly stating whether or not it has been approved or reviewed and by whom;

   4. (d)

       has established and applies rules that define the minimum content of the admission document referred to in (c), in such a way that sufficient information is provided to investors to enable them to make an informed assessment of the financial position and prospects of the issuer, and the rights attaching to its securities;

   5. (e)

       requires the issuer to state, in the admission document referred to in (c), whether or not, in its opinion, its working capital is sufficient for its present requirements or, if not, how it proposes to provide the additional working capital needed;

   6. (f)

       has made arrangements for the admission document referred to in (c) to be subject to an appropriate review of its completeness, consistency and comprehensibility;

   7. (g)

       requires the issuers whose securities are traded on its venue to publish annual financial reports within 6 months after the end of each financial year, and half yearly financial reports within 4 months after the end of the first 6 months of each financial year;

   8. (h)

       ensures dissemination to the public of admission documents referred to in (c), financial reports referred to in (g) and information defined in Article 7(1) of the Market Abuse Regulation (Authorisation of deferred publication) publicly disclosed by the issuers whose securities are traded on its venue, by publishing them on its website, or providing a direct link to the page of the website of the issuers where such documents, reports and information are published;

   9. (i)

       ensures that the regulatory information referred to in (h) and direct links remain available on its website for a period of at least 5 years;

   10. (j)

        requires issuers seeking admission of their shares to trading on its venue for the first time to allocate a minimum amount of their issued shares available for trading on the MTF, in accordance with a threshold to be established by the operator of the MTF and expressed either as an absolute value or as a percentage of the total issued share capital.

Transitional provisions in relation to MAR 5.10.2AR(3)(c) and (h) are set out in MAR TP 3A. These reflect that, until 19 January 2026, the UK prospectus regime (as defined in MAR TP 3A) remains in force. MAR TP 3A provides that, until 19 January 2026:

(1) MAR 5.2.10AR(3)(c) only applies in cases where the UK prospectus regime (as defined in MAR TP 3A) does not apply; and

(2) MAR 5.10.2AR(3)(h) also refers to dissemination to the public of prospectuses drawn up in accordance with the UK prospectus regime (as defined in MAR TP 3A).

From 19 January 2026, the UK prospectus regime (as defined in MAR TP 3A) will not apply and MAR TP 3A will no longer have application.

(1) The operator of an MTF may exempt issuers that have no equity instruments traded on the MTF from the requirement to publish half-yearly financial reports referred to in MAR 5.10.2AR(3)(g).

(2) Where the operator of an MTF exercises the option under MAR 5.10.2BR(1), issuers that have no equity instruments traded on the MTF will not be required to publish half-yearly financial reports pursuant to MAR 5.10.2AR(3)(g).

(1) An SME growth market may be deregistered where the proportion of SMEs, as determined in accordance with MAR 5.10.2AR(1), falls below 50% for 3 consecutive calendar years.

(2) The operator of an SME growth market is liable to deregistration where the conditions in MAR 5.10.2R(2) to (7) and MAR 5.10.2AR(3) are no longer satisfied.