Issuer’s disclosure obligation

Who is subject to the disclosure obligation?

The disclosure obligation applies to issuers whose securities are traded on a regulated market or a multilateral trading facility (MTF). The operator of regulated market in Finland is Nasdaq Helsinki Ltd (Helsinki Stock Exchange). Nasdaq Helsinki also operates the MTF in Finland, First North Finland.

The purpose of the disclosure obligation is to ensure that all investors have equal, equitable and simultaneous access to information for making an informed assessment of issuers and their securities.

Listed companies’ disclosure obligation is regulated by the Securities Markets Act, the Market Abuse Regulation (MAR) and the rules of the trading venue. First North Finland’s disclosure requirements are lighter than those pertaining to the Helsinki Stock Exchange’s main list.

At the listing phase, the disclosure obligation consists of the issuer’s obligation to draw up and publish a prospectus. In certain cases, First North Finland may require issuers to submit a company description in connection with the listing. After listing, the disclosure obligation comprises the obligation to disclose periodic and ongoing information.

Periodic disclosure obligation

The periodic disclosure obligation refers, for example, to the issuer’s obligation to provide information regularly on its financial position and result.

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More information on the periodic disclosure obligation

According to the Securities Markets Act, an issuer whose securities are traded on a regulated market on the Helsinki Stock Exchange is required to publish annual financial statements, a management report and a half-yearly report. In addition to these, under the rules of the Helsinki Stock Exchange, the issuer is also required to publish a financial statements release. The issuer may, on a voluntary basis, also publish an interim report or a shorter financial performance report for the first three and nine months of the financial period. However, these are not required by the Securities Markets Act or the rules of the Helsinki Stock Exchange.

An issuer whose securities are traded on First North Finland is required, under the trading venue’s rules, to publish annual financial statements, a management report and a half-yearly report. The issuer may, on a voluntary basis, publish a financial statements release and an interim report or a shorter financial performance report for the first three and nine months of the financial period.

See also

Disclosure of alternative performance measures

Alternative performance measures (APM) refer to financial measures of historical or future financial performance, financial position, or cash flows, other than financial measures defined or specified in the applicable financial reporting framework (e.g. IFRS). Examples of APMs include operating earnings, cash earnings and earnings before interest, taxes, depreciation and amortisation (EBITDA).

The European Securities and Markets Authority (ESMA) has issued guidelines on APMs (pdf)

Issuers whose securities are traded on a regulated market should comply with the ESMA guidelines when presenting APMs in their prospectuses or reports disclosed under the periodic disclosure obligation. The ESMA guidelines do not apply to issuers on First North Finland, after the listing phase.

See also

Home member state for the periodic disclosure obligation

As regards an issuer whose shares are traded on a regulated market, the home member state for the periodic disclosure obligation is the European Union member state in which the issuer has its registered office. The issuer need not choose its home member state nor make the related notification to the National Competent Authority (NCA).

An issuer of securities other than shares must choose as the home member state for the periodic disclosure obligation either the member state in which the issuer has its registered office or one of the member states which have admitted its securities to trading on a regulated market. The issuer must publicly disclose its choice of home member state and notify the NCA thereof.

If the denomination of the security is less than EUR 1,000 and the issuer’s registered office is in Finland, the home member state for the periodic disclosure obligation is always Finland. The issuer need not choose its home member state nor make the related notification to the NCA.

How to disclose your choice of home member state for the periodic disclosure obligation

  • Disclose your choice of home member state for the periodic disclosure obligation publicly with a stock exchange release (message category ‘Choice of the Home Member State’) within three months from the commencement of trading.
  • Notify the NCA of your registered office’s member state and the NCA’s of all other countries in which your securities are subject to trading on a regulated market of your choice of home member state.
  • You can use the dedicated ESMA form.
  • Submit the notification by email to: markkinat(at)finanssivalvonta.fi. Contact information on the NCA’s of other countries is available on the ESMA form.

The obligation to disclose and notify the choice of home member state does not apply to issuers traded on First North Finland.

Ongoing disclosure obligation

The ongoing disclosure obligation refers to the issuer’s obligation to provide certain information to the markets in a timely manner and on a continuous basis. It refers above all to the disclosure of inside information and other ongoing information as required by regulations.

Public disclosure and the delay of disclosure of inside information

The provisions on the public disclosure of inside information of the Market Abuse Regulation (MAR) apply both to issuers traded on a regulated market on the Helsinki Stock Exchange and issuers traded on First North Finland.

Inside information refers to information of a precise nature, which has not been made public, relating, directly or indirectly, to the issuer, and which, if it were made public, would be likely to have a significant effect on the price of a security. For more information on inside information site.

Issuers must inform the public as soon as possible of inside information. Issuers may, however, on their own responsibility, delay the disclosure of inside information provided that all of the following conditions are met:

  • immediate disclosure is likely to prejudice the legitimate interests of the issuer;
  • delayed disclosure is not likely to mislead the public; and
  • the issuer is able to ensure the confidentiality of that information.

How to notify the FIN-FSA of delayed disclosure of inside information

  • Notify the FIN-FSA that disclosure of inside information was delayed, immediately after the information is disclosed to the public.
  • You can use the dedicated FIN-FSA form [or the form of the Advisory Board of Finnish Listed Companies.] (Available only in Finnish)
  • Submit the notification by secure email to: markkinat(at)finanssivalvonta.fi.
  • Instructions on the use of the secure email connection (pdf)

The notification must include the following information:

  • Full name of the company
  • Contact details of the person making the notification (name, position in the company, professional email address, telephone number)
  • Identification of the publicly disclosed inside information that was subject to delayed disclosure (title of the stock exchange release, date and time of disclosure of the stock exchange release, date and time of the decision to delay the disclosure of inside information)
  • Identity of all persons responsible for the decision to delay the public disclosure of inside information (name, position in the company)

For the purpose of assessing regulatory compliance, the FIN-FSA may, as necessary, request the issuer to submit an explanation of how the conditions for delay of disclosure were met and other details relating to the inside information subject to delayed disclosure (date and time when the inside information arose, original assessment of the date and time of public disclosure and information on persons responsible for monitoring conditions for delay of disclosure, making decisions on public disclosure of inside information and providing the requested explanation to the FIN-FSA).

ESMA has issued guidelines on delay in the disclosure of inside information, containing examples to assist issuers in their decision to delay public disclosure of inside information

See also

Credit institution’s and financial institution’s possibility to delay public disclosure of inside information under specific conditions

A credit institution or a financial institution may, on its own responsibility, delay the public disclosure of inside information, including information which is related to a temporary liquidity problem and, in particular, the need to receive temporary liquidity assistance from a central bank or lender of last resort, provided that all of the following conditions are met:

  • the disclosure entails a risk of undermining the financial stability of the issuer and of the financial system;
  • it is in the public interest to delay the disclosure;
  • the confidentiality of that information can be ensured; and
  • the FIN-FSA has consented to the delay on the basis that the conditions in points 1, 2 and 3 are met.

Credit institutions and financial institutions must notify the FIN-FSA of their intention to delay the public disclosure of inside information. In addition, the institutions must provide evidence that the conditions in points 1, 2 and 3 above are met. The institutions must thereafter wait for the FIN-FSA’s consent to the delay of disclosure. If the FIN-FSA does not consent to the delay, the institutions must disclose the inside information immediately.

Credit institutions and financial institutions are also required to inform the FIN-FSA of any new factor, change or piece of information that may have an impact on how the conditions for delay of disclosure are met.

Disclosure and availability of regulated information

Regulated information means information disclosed under the Securities Markets Act or the Market Abuse Regulation (MAR). Information disclosed under the rules of the Helsinki Stock Exchange are also disclosed in a similar manner as regulated information.

The procedures for disclosing regulated information depend on whether the issuer’s securities are traded on a regulated market on the Helsinki Stock Exchange or on a multilateral trading facility on First North Finland.

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Disclosure and dissemination of regulated information

An issuer subject to trading on a regulated market is required to disclose regulated information in a manner ensuring fast access to such information on a non-discriminatory basis. This means that the issuer must ensure dissemination of information to the media so as to ensure that the information is disseminated as extensively as possible in the home country and also Europe-wide where feasible. The requirement of Europe-wide dissemination may be considered fulfilled by, for example, submitting the information to international news agencies specialised in the communication of financial information. Disclosure of regulated information solely via social media does not fulfil the above-mentioned requirements.

In addition to the media, regulated information must also be filed with the operator of the regulated market and the FIN-FSA. The FIN-FSA considers that the legal obligation of filing  the regulated information to the FIN-FSA is fulfilled when the issuer submits the information to the national central storage for regulated information (officially appointed mechanism, OAM), where the FIN-FSA can access it. In Finland, the OAM is serviced by the Helsinki Stock Exchange. In submitting information to the national storage mechanism, the issuer should use the respective OAM message categories. More guidance on the use of OAM message categories is available on the Helsinki Stock Exchange website.

Regulated information must be submitted to the OAM of the issuer’s home member state for the periodic disclosure obligation. Therefore, for example, a Swedish share issuer that is dual-listed on the Helsinki Stock Exchange will submit its regulated information to the Swedish OAM.

An issuer on First North Finland must disclose inside information and information required by the trading venue in accordance with the rules of First North Finland. The publicly disclosed information shall not be submitted to the OAM.

Technical implementation of the disclosure and dissemination of information

Issuers whose securities are traded on a regulated marked on the Helsinki Stock Exchange or First North Finland should use specialised service providers for the disclosure and dissemination of regulated information. The FIN-FSA considers that the dissemination of information via the issuer’s email, for example, does not fulfil the MAR Implementing Regulation’s requirements relating to the credibility of media used for public disclosure of inside information. Moreover, dissemination of information to news agencies via email is not in conformity with the Transparency Directive’s objective of information dissemination.

Availability of regulated information on the issuer’s website

An issuer whose securities are traded on a regulated marked on the Helsinki Stock Exchange or First North Finland must make reports disclosed under the periodic disclosure obligation available on its website for at least 10 years. Other regulated information must be kept available for five years. It would also be warranted to make any interim reports or other optional financial performance reports disclosed on a voluntary basis for the first three or nine months of the financial period available on the issuer’s website for at least 10 years, even though they are only subject to a five-year availability period.

Obligation to draw up and publish a prospectus

Read more on prospectuses.

More information on the disclosure obligation

Below is a list of rules and regulations concerning the supervision of the disclosure obligation.