Multilateral Trading Systems: key aspects, regulation and updates from the Draft Royal Decree 2025
The trading of securities of small and medium-sized enterprises (SMEs) on Multilateral Trading Systems (MTS) is becoming increasingly common. Consequently, regulation in this area continues to evolve, adapting to the flexibility and agility required by transactions that reflect the nature of the market in which such securities are traded.
In line with this trend, at the beginning of 2025, the Draft Royal Decree amending Royal Decree 1066/2007 was introduced. The objective of this reform is to extend the regime governing Public Takeover Bids (PTBs) (see the following article to learn more about what PTBs are and how they operate). Its entry into force was envisaged in Law 6/2023 on Securities Markets and Investment Services, and its scope will be limited to PTBs concerning companies domiciled in Spain whose shares are incorporated into a duly registered Spanish MTS, provided that such shares are not admitted to trading on the Spanish Stock Exchanges.
What are Multilateral Trading Systems?
Multilateral Trading Systems are organised platforms registered with the Spanish National Securities Market Commission (CNMV), where participants — listed companies and investors seeking to acquire shares — may trade under common rules. They constitute the principal alternative to traditional stock exchanges for companies seeking to expand or obtain financing through third-party investors.
The main participants in an MTS typically include:
- Issuers (listed companies or companies in the process of listing).
- Investors (both institutional and retail)
- Placing advisers.
- The MTS operator itself (for instance, Portfolio Stock Exchange)
- Specialised advisers (in auditing, legal, or technological matters, among others) operating within the ecosystem.
Main reasons for the rise of Multilateral Trading Systems
- Access to capital tailored to each company’s circumstances and needs: In practice, this translates into faster admission processes and lower costs than those in regulated markets. This facilitates and encourages listing intentions among such companies. Additionally, there is a reduced regulatory burden, along with more flexible admission and ongoing compliance requirements than those applicable in regulated markets.
- Visibility without loss of professionalism: These are less congested markets, allowing companies to achieve one of the main goals of listing — enhancing reputation and visibility. This is further reinforced by the transparency naturally associated with trading on an MTS.
The Draft Royal Decree and Multilateral Trading Systems
The Draft Royal Decree seeks to amend Royal Decree 1066/2007 (“RDPTBs”) by introducing a new Chapter XII, which regulates the specific features of adapting the PTB regime to the characteristics of companies listed on Multilateral Trading Systems.
Key innovations include:
- New exemptions from the obligation to launch a mandatory PTB: Beyond the exceptions already provided for in Article 8 RDPTBs, the new Chapter introduces additional exemptions, such as:
- Acquisitions of 30% or more but less than 50% of voting rights.
- Appointment of more than half of the board members, provided the shareholder does not exceed 50% of voting rights.
- Acquisition of control of the company through the subscription of shares in a capital increase, or as a direct result of the capitalisation, conversion or exchange of other securities issued by the company — in both cases excluding pre-emptive subscription rights — where the relevant general meeting resolutions have been adopted by a 75% majority and the CNMV has verified compliance with these requirements.
- Extension of the deadline to launch the PTB: The deadline is extended from 3 to 12 months to either submit the PTB or reduce excess voting rights above the 50% threshold, by disposing of the necessary number of shares.
- Independent expert report for delisting offers: The report justifying the PTB price — which will not be subject to CNMV review or supervision — must be prepared by an independent expert appointed by the offeror from among those listed in a special register to be created for this purpose by the MTS within six months of the Royal Decree’s entry into force. Until the register is established, such reports must be prepared by an independent expert who has expressed their intention to register and has participated in the valuation of the PTB.
- Simplification of the delisting process: A delisting PTB will not be required when the resolution has been approved at a general meeting by a 75% majority. In such cases, it will suffice to provide shareholders with a cash liquidity mechanism at a justified price, based on a valuation report issued by an independent expert meeting the criteria mentioned above. The delisting regime will also not apply where the company transitions from an MTS to a regulated market.
- Greater flexibility regarding PTB price guarantees: In cases where the PTB includes a cash consideration, the offeror may, in addition to a cash bank guarantee or deposit, provide other documentation evidencing the granting of a loan or credit facility sufficient to cover the consideration.
This new regime will apply to all PTBs announced after the entry into force of the Royal Decree, which is expected twenty days after its publication in the Official State Gazette (BOE).
Conclusions on Multilateral Trading Systems
In a context marked by the growing presence of SMEs in Multilateral Trading Systems, strategic planning and adaptation are essential both for listing processes and for PTB operations.
At Devesa, we possess extensive experience in company law and corporate transactions within the MTS sphere, offering specialised advice throughout the listing process, the trading period, and in the execution or receipt of PTBs. If your company is considering such a transaction, we can help you structure it with the highest legal and strategic guarantees.
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