Recital 12

Directive (EU) 2024/2811 of the European Parliament and of the Council of 23 October 2024 amending Directive 2014/65/EU to make public capital markets in the Union more attractive for companies and to facilitate access to capital for small and medium-sized enterprises and repealing Directive 2001/34/EC (Text with EEA relevance) · European Union

(12) The level of minimum free float of 25 % required by Directive 2001/34/EC is considered excessive and no longer appropriate. To allow for more flexibility for issuers and to make Union capital markets more competitive, the minimum free float requirement should be decreased to 10 %, which is a threshold that ensures a sufficient level of liquidity in the market. However, to better take into account the characteristics and sizes of issuances of shares, Member States should be able to allow for alternative ways to measure whether a sufficient number of shares have been distributed to the public. Compliance with the 10 % threshold, or with the alternative requirements provided at national level for ensuring a minimum free float, should be assessed at the time of admission to trading. The free float requirement laid down in Directive 2001/34/EC that a sufficient number of shares are to be distributed to the public in one or more Member States should not be maintained as Directive 2014/65/EU does not provide for such geographical restriction for financial instruments admitted to trading. Certain requirements set out in Directive 2001/34/EC are either already covered by provisions laid down in other Union legislative acts in force, or else have become obsolete. Accordingly, those requirements should not be transferred to Directive 2014/65/EU. For instance, the requirement for a company to publish or file its annual accounts for a specific period is already included in Regulation (EU) 2017/1129 of the European Parliament and of the Council (13). Similarly, Directive 2014/65/EU already lays down provisions to designate competent authorities. Furthermore, the requirement for the minimum amount of the loan for debt securities no longer reflects market practice. Therefore, those provisions should not be transferred to Directive 2014/65/EU.

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Source: EUR-Lex (Cellar) · retrieved 2026-10-16 · Text as adopted (Official Journal); later amendments are not incorporated in this text.