Manual on the register of prospectuses
Prospectuses registered
The Financial Supervision Authority (FIN-FSA) keeps a public register of security prospectuses, listing particulars and offer documents that FIN-FSA has approved after 1 January 2005.
The register also comprises information on prospectuses that have been approved by other competent authorities within the European Economic Area and notified to FIN-FSA after 1 July 2005.
Search criteria for search of prospectuses
It is possible to search for prospectuses in the register using one or more search criteria. The main search criteria are corporation, type of prospectus and time period.
If you do not select any search criteria, the search automatically provides all prospectuses in the database according to date of prospectus, from the most recent to the oldest.
If you select shares or individual bonds and convertible bonds, it is possible to narrow down the search even further by selecting either listed or unlisted securities.
Search criteria definitions
Search for information based on corporation by selecting the name in the alphabetical list of corporations. Find what you are looking for in the alphabetical list more rapidly by entering the first letter of the name of the corporation in the selection box.
The corporations in the list are
- issuers of securities
- parties of corporate restructuring
- foreign authorities.
Issuers of securities refer to listed companies and other corporations that offer their securities on, or apply for admission of securities to, the regulated Finnish market or to equivalent trading in some other country within the European Economic Area.
Parties of corporate restructuring refer to offerors of takeover and mandatory bids and offerees. In divisions they refer to companies being divided and recipient companies and in mergers merging companies and acquiring companies.
Foreign authorities refer to supervisory authorities of the European Economic Area member countries which have notified FIN-FSA of approved prospectuses in the member country in question.
If you select a certain corporation as your search criterion, the search provides all the prospectuses where the corporation is issuer of securities, party of corporate restructuring or foreign authority. In the search result, prospectuses are listed according to date, from the most recent to the oldest.
In takeover and mandatory bids the search always provides the name of the offeror, even if the search has been made on the basis of the offeree.
In mergers, the search provides the name of the acquiring company, regardless of the criterion used. In divisions, the search provides the name of the company being divided.
How does a change of the name of the corporation affect the search for prospectuses?
In the alphabetical selection list, the corporation is always represented by its currently valid name. If the name of the corporation has changed and the register contains prospectuses of the same corporation with an earlier name, a search based on the valid name also provides the prospectuses under the earlier name. However, the search cannot be performed based on the earlier name.
The alphabetical selection list can contain two identical corporation names, but in that case they are legally two different entities. They are separated from each other by their organisation registration numbers, which show in the selection box after the corporation name. For example the name of the recipient company in a division may be the same as the name of the company being divided, but the companies have different organisation registration numbers. Thus a search based on the name of the recipient company no longer provides prospectuses prepared earlier under the name of the company being divided or vice versa.
It is also possible to search for information in the database based on type of prospectus. You can either select one type of prospectus or all types of prospectuses as search criterion. When you select a certain type of prospectus as search criterion, the search provides all prospectuses meeting that criterion and lists them according to date, from the most recent to the oldest.
The types of prospectuses are
- shares
- individual bonds and convertible bonds
- programmes (bonds, covered warrants and certificates)
- corporate restructuring (mergers, divisions and takeover bids)
- notified prospectuses.
The shares item comprises prospectuses prepared for share issues, share sales and new issues. This item also comprises prospectuses prepared only for the listing of shares. In addition, the group contains prospectuses that have been prepared on securities granting entitlement to shares, such as warrants.
The group of individual bonds and convertible bonds contains prospectuses prepared on bonds and other debt instruments that have not been issued under a programme prospectus. This section also contains prospectuses on convertible bonds, capital loans, convertible capital loans and bonds with warrants.
The item of programmes (bonds, covered warrants and certificates) comprises programme prospectuses prepared on issuing programmes and under them the published issuing terms of bonds, covered warrants and certificates.
Corporate restructuring contains prospectuses on mergers and divisions. It also contains offer documents prepared on public takeover and mandatory bids and combined offer documents and prospectuses published in exchange offer situations.
Notified prospectuses comprise information on prospectuses approved by another competent authority within the European Economic Area, who has also notified FIN-FSA of this approval.
It is also possible to search for a prospectus on the basis of the prospectus date. By selecting a certain time period as the search criterion, the search provides the prospectuses dated within this time specification.
You can specify either the start date only or the start and end dates. If you only enter the start date, the end date applied will automatically be the current date.
Enter desired dates either in the empty boxes or select them in the calendars next to the boxes. If you enter dates in the boxes, use the form day.month.year (eg 1.12.2005).
Listed/unlisted securities
Make a more detailed search by specifying whether you are looking for listed or unlisted securities.
This search criterion is applicable only when the type of prospectus selected is shares or individual bonds and convertible bonds. For bonds, certificates or covered warrants issued under a programme, additional information is provided in the search result on whether the security is listed or unlisted.
However, in this case listed or unlisted cannot be used as a separate search criterion.
Listed securities as search criterion refers to securities admitted, or, according to the prospectus, applied for to be admitted, to the regulated Finnish market or to equivalent trading in some other country within the European Economic Area.
Correspondingly, unlisted securities refer to securities not admitted, nor, according to the prospectus applied for to be admitted, to the regulated Finnish market or to equivalent trading in some other country within the European Economic Area.
Data provided
The search provides the prospectuses that meet the selected search criteria. The prospectuses are listed according to date, from the most recent to the oldest.
Sorting of the search result
Your search results can be arranged to your needs, using the sorting criteria. The sorting criteria are corporation, date of prospectus, type of prospectus and possible additional information on the prospectus.
It is possible to sort the result according to date and in alphabetical order, either in ascending or descending order, by clicking the headings in the provided list (corporation, date of prospectus, type of prospectus, additional information).
Prospectus information
You can access the prospectus itself and other related information by clicking the selected row.
The display on a certain prospectus comprises links to the prospectus itself as well as links to possible Supplements, Additional information, Documents incorporated by reference and, in the case of programme prospectuses, Term sheet for bonds and Term sheet for warrants. Correspondingly, access to Final terms of bonds is also available via a link.
Updates of programme prospectuses in connection with new issues do not generally show as separate prospectus supplements. Instead the updated prospectus substitutes the earlier prospectus. The updated prospectus version can be accessed via the prospectus link, which shows the date of the latest update of the prospectus.
In addition, the displays on the various prospectuses contain more detailed prospectus information, which varies from one type of prospectus to another.
The detailed prospectus information is shown in the search result window. If you wish to check the details of several prospectuses at the same time, a separate window for every prospectus must be accessed via the search result window.
6 July 2009