Prospectuses 

The securities offeror or anyone seeking admission of the securities to public trading is obliged to publish a prospectus. The prospectus may be published after approval by the competent authority. If the home state of the securities is Finland, the competent authority is the Finnish Financial Supervisory Authority (FIN-FSA).

Requirements for the contents and publication of prospectuses are harmonised across the European Economic Area.

Two types of prospectus

There are two types of prospectus: those prepared according to the Prospectus Directive (European passport) and those prepared according to national requirements.

Under the European passport method, the issuer can use a prospectus approved by one competent authority in all EEA countries by complying with a simple notification procedure. This method is applicable to situations in which the size of the offer exceeds EUR 2.5 million, and always when admission of the securities to public trading is applied for. In the European passport method, Member States cannot set further national requirements on the contents of the prospectus.

National prospectus requirements can still be applied to those securities' offers in which the total value of securities offered during the preceding 12 months is less than EUR 2.5 million. However, in this case the securities can only be offered in the state where the prospectus was approved.

When is there no obligation to publish a prospectus?

The obligation to publish a prospectus does not apply in the following situations:

  • The total value of securities offered within a 12-month period is less than EUR 100,000.
  • The offer is addressed solely to qualified investors, as defined in the Prospectus Directive.
  • The offer of securities is addressed to fewer than 100 investors.
  • The total consideration per investor or denomination per unit is at least EUR 50,000.

However, the obligation to publish a prospectus also applies in the above-mentioned situations if the intention is to apply for admission of the securities to trading.

30 September 2011