Content of the prospectus
The prospectus must provide investors with adequate information in order to allow an informed assessment of the securities and the issuer, including the guarantor, if any.
It must contain material and adequate information, for example, on the issuer's and any guarantor's
- assets and liabilities, financial position, and profit and loss
- prospects
- rights attached to securities and other factors having a material impact on the value of the securities.
Likewise, risks must be indicated that may materially affect the activity or financial position of the issuer or guarantor, if any, or the value of the securities. Such information must be in a consistent and easily understandable form.
The prospectus must designate the persons responsible for the content of the prospectus and the authenticity of the information provided. It must also identify the members of the company's administrative bodies and auditors.
More exact requirements concerning the content of a prospectus issued in accordance with the Prospectus Directive are contained in the schedules attached to the Commission's Regulation on Prospectuses. A Ministry of Finance Decree provides for the content of a national prospectus.
Information included in the registration document, summary and securities note
If a prospectus is drawn up as a tripartite document, information relating to the issuer must be provided in the registration document.
Corresponding information concerning the guarantor is to be given in accordance with the relevant building block.
The securities note provides information on the securities and the offer. It must include information on the securities offered or on the securities for which admission to trading is sought.
The summary must give material information on the issuer, the guarantor, if any, and the relevant securities and related risks. It should be drawn up in a brief manner (recommended length is about 2,500 words) and in non-technical language. The summary must always state that it should be read as an introduction to the prospectus and that any investment decisions should be based on consideration of the prospectus as a whole.
Language used?
A prospectus addressed to the public in Finland is generally drawn up in Finnish or Swedish.
The compiler of a prospectus may choose English, Finnish or Swedish as the prospectus language, when the prospectus is approved in an EEA state other than Finland and the securities are offered to the public or listed solely in Finland.
Consequently, a prospectus may be drawn up solely in English if the authority approving the prospectus allows an English-language version or if the securities are not offered or listed in the state where the prospectus is approved. In this case, however, FIN-FSA has the right to require translation of the summary of the prospectus into Finnish or Swedish.
15 December 2011