BME Easy Access: a new flexible procedure for stock market listing

2025-05-30T09:12:00
Spain

Enhanced flexibility in meeting the free-float requirement

BME Easy Access: a new flexible procedure for stock market listing
May 30, 2025

What is BME Easy Access?

BME Easy Access is a new listing procedure designed to facilitate admission to trading on the Spanish Stock Exchanges by introducing greater flexibility in meeting the shareholder distribution requirement (the “free-float requirement”).

This procedure grants companies a period of 18 months to comply with the free-float requirement, allowing them to better plan the timing of the placement and mitigate risks posed by external factors that may frustrate the operation (e.g., geopolitical events or market fluctuations). Companies will be able to choose the best moment to meet the free-float requirement —either through public offerings or private placements— and start trading in the general contracting modality of the Spanish Stock Exchange Interconnection System ("SIBE").

This new listing procedure will coexist with the traditional stock market procedures, with its implementation subject to the forthcoming amendment of several circulars scheduled in the coming weeks.

Who can benefit from this new procedure?

This new procedure is aimed at companies that:

  • Apply for admission to trading on Spanish Stock Exchanges.
  • Do not initially meet the free-float requirement. Currently, compliance is presumed when there is at least a 25% free-float. However, Directive 2024/2811/EU considers this percentage to be "excessive and no longer adequate" and mandates Member States to reduce it to 10% by June 6, 2026.
  • Have a minimum capitalization of €500 million at the time of admission. Exceptionally, the Spanish Securities and Exchange Commission ("CNMV") may admit a lower capitalization due to the issuer’s particular circumstances and market conditions. Additionally, a reference price for the first trading day must be established within this report or a different report unless financial transactions or share placements conducted in the preceding six months provide sufficient financial data to determine the price.
    The company does not need to establish a reference price if it chooses to wait until the free-float requirement is met before trading the securities.

Key features of BME Easy Access?

  • Direct listing. Shares can proceed to trading on the Spanish Stock Exchange in a restrictive manner without meeting the standard free-float criteria.
  • Temporary admission. Companies are granted an 18-month period to fulfil the free-float requirement. Upon expiry of this period:
    • If the requirement is met, shares transition to trading under SIBE's general contracting regime.
    • If conditions remain unmet, the CNMV may:
      • Extend the timeframe,
      • Deem the existing dissemination sufficient to fulfil the free-float requirement, or
      • Proceed with the exclusion of the shares ex officio.
  • Special trading segment. Until the company meets the free-float requirement, the shares will be traded in a special segment that retail investors cannot access. Trading will be limited to existing shareholders at the time of admission and professional investors, and only under the block trading modality with a minimum amount of € 100,000
  • Listed company obligations. From the point of admission—even under restricted and temporary conditions—companies are subject to the corporate governance, market abuse, and transparency requirements applicable to listed companies.

Conclusion

Recently, in describing the key points of the Savings and Investments Union project presented by the European Commission in March 2025, we highlighted the EU's intention to continue implementing measures to enable companies to diversify their sources of financing, in line with the reforms set out in the Listing Act reforms.

BME Easy Access is a national initiative with similar objectives, facilitating the conditions for admission to trading on Spain’s regulated markets and providing companies with greater flexibility to plan and adapt to market conditions. 

May 30, 2025