Recently, promoted by ARMANEXT, the First Closed-Door Working Conference was held—under the confidentiality principles of the Chatham House Rule—on the current situation and needs of Multilateral Trading Facilities with the aim of increasing SME access to listing.
The event was attended by representatives of the National Securities Commission (CNMV), the three MTFs (BME, Euronext, and Portfolio), Registered Advisors, Placing Financial Institutions, as well as a selection of the most active Venture Capital funds and Family Offices operating in these markets.
During the session, participants addressed the main issues that, in their view, required review and, in some cases, updates or modifications to ensure that Spanish SMEs can access the capital markets under conditions comparable to those available in other European countries.
Below are the main takeaways:
1. Access to MTFs and Regulatory Updates:
The reduction of the free-float requirement from 25% to 10% under the new Listing Act was highlighted, which will indirectly affect MTFs. In addition, public offerings below €12 million on MTFs will not require a prospectus approved by the CNMV.
2. Founder Control in Family Businesses:
The importance of founders maintaining control through mechanisms such as dual-class shares and loyalty shares was discussed, particularly following the transposition of the Listing Act.
3. Audit Committees in MTFs:
The need for audit committees in public-interest entities—including those listed on MTFs—was acknowledged to build trust and comply with the requirements of the Audit Law.
4. Liquidity Providers and Treasury Stock Operations:
The CNMV clarified that the activity of liquidity providers is governed by specific regulations, underscoring the importance of oversight to prevent market manipulation and abuse.
5. Institutional Investors and Other Investment Vehicles:
The need to strengthen the shareholder base of MTFs through more active and specialized investment vehicles was analyzed, as well as the importance of financial education and improved communication of supervisory criteria.
6. Valuations:
The possibility of establishing independent expert valuation reports for situations of extreme illiquidity in MTFs was proposed, with the goal of attracting professional investors and avoiding distortions between value and price.
7. Volatility in Illiquid Securities:
Measures to mitigate volatility in low-liquidity securities were discussed, such as adjustments to pricing mechanisms and trading hours, in order to combine the benefits of auction systems and continuous trading.
8. Diversity of MTF Types:
The existence of different rules and requirements across MTFs was positively assessed, enabling issuers to choose according to their needs and supporting diversification and adaptation to national specificities.
This session highlighted the importance of continuous and collaborative dialogue among market participants to adapt and improve MTFs for the benefit of small and medium-sized enterprises and startups in Spain. These collective efforts are expected to contribute to a more inclusive and efficient market.