Obligation to publish a prospectus 

Anyone who offers securities to the public or applies for the admission to public trading of a security is obliged to publish a prospectus. A prospectus must always be drawn up and published when securities are offered to the public or an application is submitted for public trading in the EU or for corresponding trading in a country in the European Economic Area (EEA).

A prospectus must also be published in the following situations:

• A shareholder of a listed company makes an offer to the public concerning securities held, which have already been issued and listed
• An unlisted company issues securities and offers them to the public.

Other offerings of securities to the public may arise eg via mergers, demergers or exchange offers. In addition, the obligation to publish a prospectus always arises when application is made for the listing of securities, although the actual issuing and offering a security requires no prospectus.

The prospectus must be published before the effective date of the offer or the listing of the securities. The prospectus must be kept available to the public throughout the period of the offer.

2 February 2010