Offering of securities and prospectuses

There is no need to prepare a prospectus, for example, in the following circumstances:

1. the total consideration of the offers over a period of 12 months is less than EUR 1,000,000
2. the aggregated consideration of the offers over a period of 12 months is at least EUR 1,000,000 but no more than EUR 8,000,000 (in this case, however, a basic information document under the Securities Market Act must be published)
3. the securities are addressed solely to qualified investors  
4. the securities are addressed to fewer than 150 persons, other than qualified investors
5. the minimum investment or denomination per unit amounts to at least EUR 100,000.

More detailed instructions for the application of the prospectus exemptions

Aggregated consideration of offers over 12 months

• In calculating the aggregated amount of the offers over 12 months as referred to above in paragraph 2, only such offers are included to which the relevant exemption has been applied.
• In calculating the aggregated amounts of the offers, the offered amounts are included in their entirety, without regard to the final amount of subscriptions.
• The aggregated amount of offers is calculated separately for offers of shares and debt securities.

Offering of securities to fewer than 150 investors

• In determining the extent of the target group, what counts is the number of non-qualified investors initially addressed, instead of the number of investors actually subscribing for the securities.
• If an issuer wants to limit the number of non-qualified investors to fewer than 150, it should prepare a list of non-qualified investors to which the securities will be offered in Finland, before the launch of the offer. The list should be retained so that it can be submitted to the FIN-FSA on request.
• In calculating the number of investors belonging to the target group of the offer, parties belonging to the same group of interests can be counted as a single investor. Hence, for example, entities under the control, as referred to in chapter 2, section 4 of the Securities Markets Act, of the same person qualify as a single investor if their investment decisions are taken by a single party. Similarly, an asset manager’s clients may be considered a single investor where their investment decisions are made by the asset manager on a fully discretionary basis.

Neither is there an obligation to prepare a prospectus when the aggregate consideration for securities offered over 12 months does not exceed EUR 8,000,000, admission is sought to have the securities subject to trading in Finland in a multilateral trading facility (e.g. Nasdaq First North Growth Market Finland) and a company description under the rules of the marketplace is kept available to investors. The information in the basic information document referred to in the Securities Markets Act must be incorporated into the company description, and the company description must be submitted to the FIN-FSA similarly to basic information documents.

In accordance with the Prospectus Regulation, there is also no need to prepare a prospectus in an offer of securities to the public by an authorised crowdfunding service provider where the offer does not exceed the threshold of EUR 5,000,000 under the Crowdfunding Regulation (EU) 2020/1503, over a period of 12 months.

For further information on these and other grounds for exceptions, see Prospectus Regulation (EU) 1129/2017 and the Market Newsletter 4/2018 (pdf).

Offering to the public means communications seeking to provide shareholders or prospective investors information for making an investment decision.

The offering may take place in any format and through any communication channel, and it always seeks the subscription, sale or other transfer of securities against consideration from one holder to another. The consideration may be cash, securities or something else.

The offering of securities may comprise either the issuance of new securities or the subsequent resale of previously issued securities. The offering of securities refers, in addition to the issuance of securities, to other offering of securities against consideration, such as the sale of securities and a securities exchange offer.

The criteria of an offering to the public may also be met in circumstances where contact details of potential investors have been publicly solicited and securities are subsequently offered to persons that expressed interest.

Securities offers targeted at the company’s shareholders also constitute an offering of securities to the public.

However, an individual transaction between two parties does not constitute an offering to the public, nor does trading in securities on a regulated market or in a multilateral trading facility.

The offeror of securities and one seeking the admission of securities for trading are obliged to keep sufficient information on matters likely to have a material effect on the value of the security available to investors in an equal and consistent manner.

• The requirement of keeping sufficient information equally and consistently available to investors constitutes a general obligation to provide information, and it also applies to circumstances where there is no need to publish a prospectus.
  • Such circumstances include securities offers addressed solely to qualified investors or to fewer than 150 non-qualified investors.
  • The starting point is that investors must have sufficient information on the securities and their issuer.
• The requirement applies to all parties referred to in the provision regardless of whether the securities are subject to trading on a regulated market or in a multilateral trading facility or not.
• Matters likely to have a material effect on the value of the security, as referred to in the provision, may include, besides information concerning the issuer and the security, also information concerning the issuer’s operating environment and near-term prospects.
• In assessing the sufficiency of such information in a circumstances where no prospectus needs to be published, the level of the disclosure obligation is considered in proportion to the target group’s investment experience, the investors’ knowledge of the securities or issuers in question and any other specific features of the offer.

If the offer is subject to the prospectus exemption, according to which there is no need to prepare a prospectus where the aggregated consideration of the offers over 12 months is at least EUR 1,000,000 but no more than EUR 8,000,000, a basic information document under chapter 3, section 2 of the Securities Markets Act must be prepared.

Requirements for the content of the basic information document are provided in Ministry of Finance Decree 1281/2018 (in Finnish). The FIN-FSA does not inspect or approve basic information documents.

The basic information document and amendments thereto must be submitted to the FIN-FSA at perustietoasiakirjat(at)finanssivalvonta.fi.

Please contact us well ahead of filing an application so that any questions and the need for arranging a prospectus meeting can be assessed. Usually, we discuss matters such as the content requirements for a prospectus, special characteristics of the arrangement, language of the prospectus and schedule of the process with parties preparing prospectuses. Even where the prospectus does not involve any specific questions, it is beneficial for us to know well in advance of a prospectus coming up for inspection.

In particular, the following circumstances should be considered:

• Listing. Companies preparing for an initial public offering typically introduce themselves to the FIN-FSA before filing a prospectus application.

• If the prospectus concerns an initial public offering, please contact IFRS Supervision within the FIN-FSA for a review of the IFRS financial statements.

• M&A. Mergers, demergers and other types of M&A often involve special questions regarding prospectus requirements as well as the description and schedule of the arrangement.
• Pro forma financial information. The need to present pro forma financial information and the content of such information often involves specific questions that would be advisable to discuss with the FIN-FSA well ahead of filing a prospectus application.
• New products. Where a new type of product in the Finnish market is concerned, we recommend that the FIN-FSA is informed well in advance so that any special characteristics associated with the nature of the product and related disclosure obligation may be reviewed and procedures concerning the product can be agreed on.

When offering securities to the public in Finland or seeking to have them listed on a stock exchange for trading, the prospectus is prepared, as a rule, in a language approved by the FIN-FSA, i.e. Finnish or Swedish.  If you have a question about deviating from the language requirements, please contact the FIN-FSA well in advance of filing a prospectus application.

A language that is customary in the sphere of international finance as referred to in regulation means English. We will assess on a case-by-case basis when it is possible to prepare the prospectus in English.

• The FIN-FSA has agreed to the use of the English language subject to certain requirements in debt prospectuses, and in rare circumstances, share prospectuses.
• For example, if the home country of a foreign issuer's securities is Finland, the FIN-FSA may grant approval for the preparation of the prospectus partly or wholly in English.

Apply for the FIN-FSA’s approval for the use of English at the latest at the same time when you submit the prospectus application.

The processing period of a prospectus application is 20 working days where securities of the company are being offered to the public for the first time or a new company is being listed on the stock exchange. In other circumstances, the processing period of a prospectus application is 10 working days. The date on which the application was filed is not included in the processing time. In accordance with the Prospectus Regulation, a new 10-day processing period may be calculated from the submission of each new prospectus draft.

• Due to the special characteristics of initial public offerings, the issuer should be prepared for a processing period of at least 20 working days, even if the issuer's securities have been previously offered to the public or the issuer's other securities than sales have been accepted for trading on a regulated market.
  
  
• In the case of merger and demerger, we recommend that you contact the FIN-FSA well in advance to ascertain the prospectus requirements and processing period.

When agreed in advance for a justified reason, you may send a draft to the FIN-FSA before submitting the prospectus for approval. In this case, the prospectus should be explicitly identified as a draft. At this stage, the FIN-FSA’s review is primarily focused on the structure of the prospectus, the terms and conditions of the offering, and where necessary, financial information presented in the prospectus. Any preliminary commenting of a draft prospectus does not affect the actual processing time of the prospectus.

Submit to the FIN-FSA 

1. an application
2. a draft prospectus (at least in a Word format)
3. cross-reference lists (in a Word format)
4. any documents incorporated in the prospectus by reference, such as financial statements
5. in share prospectuses, justifications of the working capital statement
6. a power of attorney, if employing an agent who is not an attorney.

Prospectus application

Provide at least the following information in the application:

• Statement of the purpose for which the prospectus was prepared
• Content requirements observed in preparing the prospectus
  • Justifications for applying any lighter prospectus requirements (EU Growth prospectus, wholesale prospectus and the simplified disclosure regime for secondary issuances)
• Other relevant matters related to the anticipated offering and prospectus
• If you wish to have the approved prospectus notified in another EEA country, mention it
• If you are seeking the FIN-FSA’s permission to omit a required piece of information from the prospectus (Article 18 of the Prospectus Regulation), discuss it in advance and provide justifications for the request in the application
• If you request the FIN-FSA’s approval, for example, on the language of the prospectus, discuss it in advance and provide justifications for the request in the application
• Contact person during prospectus inspection
• Recipient of the approval decision
• Billing information for the processing fee

Draft prospectus and cross-reference lists

Please submit the prospectus and cross-reference lists at least in a Word format.

If the prospectus subject to the application is considerably similar to another prospectus already approved by the FIN-FSA, please provide also a redline (track changes) version against the previously approved prospectus. Where the regulatory requirements are met, the prospectus inspection focuses on changes made to the prospectus and any other information affected by those changes (Article 41 of Delegated Regulation 2019/980).

The cross-reference list must indicate which parts of the prospectus provide which information under the content requirements (e.g. Annexes of the Prospectus Regulation). Prepare the cross-reference lists in as much detail as possible, with regard to all sub-items of the content requirements. To facilitate the prospectus inspection, we recommend the use of the formatting of the cross-reference list models shown below. Where any of the information items required in the cross-reference list does not exist or a requirement does not apply, mention this and provide justifications for the omission if necessary.

Models of the most frequently used cross-reference lists (registration document and securities note):

Share prospectuses

• Annex 1 and 11 (so-called full prospectus) and summary
• Annex 3 and 12 (secondary issues) 
• Annex 24 and 26 (EU Growth prospectus)

Debt prospectuses

• Annex 6 and 14 (retail market debt securities)
• Annex 7 and 15 (wholesale market debt securities) 
• Annex 8 and 16 (secondary issues of debt securities) 

Submission of a prospectus application to the FIN-FSA

Submit the prospectus application and its annexes by email at kirjaamo(at)finanssivalvonta.fi, (we recommend encrypted email) or by mail to Financial Supervisory Authority, PO Box 103, FI-00101 Helsinki.

An application is considered to have arrived on the day when it was received at the FIN-FSA Registry during its opening hours (weekdays until 4 p.m. and Maundy Thursday and New Year’s Eve until 1:30 pm). An application arriving later than that is considered to have arrived on the next working day. The processing period is calculated from the working day following the date of arrival.

Cancellation of an application

If you want to terminate the processing of a prospectus application, notify the FIN-FSA in writing.

Processing fees

We charge a processing fee for an approval decision in accordance with our price schedule. For further information, see Supervision and processing fees. Cancelled prospectus applications are charged according to actual work performed, however, no more than the fee for an approval decision on a prospectus.

If a prospectus application or draft prospectus submitted to us is material incomplete, we will request the applicant to supplement the application or the incomplete draft prospectus. In this case, the processing period of the prospectus application does not, as a rule, begin until the application or draft prospectus has been supplemented with the missing information.

A prospectus application is considered incomplete, for example, if 

• required topics are missing,
• the documents include several blank fields or conditions,
• there are material omissions in the financial information or the description of the issuer's operating or financial position,
• justifications of the working capital statement are missing (share prospectuses),
• financial statements are not audited as at the application date or
• documents incorporated by reference have not been submitted in connection with the prospectus.

• Contact us before filing a prospectus application.
• When you have filed a prospectus application with the FIN-FSA Registry, you will get an automatic confirmation of receipt of the application. We will also notify you the name of the official processing the application and the subject number of the prospectus in a separate email.

• We recommend the use of the Bank of Finland’s encrypted email.

• You will usually receive comments on the prospectus from us during the first week of inspection. 

• We will comment on the draft prospectus in writing on a separate prospectus comment template.
• We submit these comments in encrypted email to the person indicated in the application.
• There are usually several rounds of comments.

• Incorporate the FIN-FSA’s comments as necessary into the draft prospectus and record the actions taken as well as your responses to the FIN-FSA’s questions on the comment template.

• Make all revisions in the draft prospectus in a visible manner, for example with the track changes function.

• Send the comment template with your responses to the personnel processing the prospectus and the FIN-FSA Registry.

• At the same time, submit a new version of the prospectus, both as a clean and a redline version (compared to the most recent version submitted to us).

• Wait for the FIN-FSA to have inspected, and where necessary, commented on the previous prospectus version before submitting a new version.
• Where an initial public offering is concerned or the company offers its securities for the first time, also submit the marketing material concerning the offering, any investment analyses and IPO due diligence reports for commenting.
• We will notify by email when we no longer have comments on the draft prospectus, and the prospectus can be approved.
• Submit us the final prospectus to be approved, both in a pdf and Word format.

• Check at the latest at this stage that any hyperlinks to documents referred to function properly.

• We will submit the decision concerning the approval by email.
• Submit the approved prospectus and any documents incorporated therein by reference to the public register of prospectuses maintained by us. Please see the instructions here.
• Always send us the final marketing material related to a prospectus at the latest when marketing begins, regardless of whether we have commented on it in connection with the prospectus inspection.

• Send the final marketing material to the FIN-FSA Registry collated in a single email.

Requirements for the contents and publication of prospectuses are harmonised across the European Economic Area. These requirements are set out in Prospectus Regulation (EU) 1129/2017 and Commission Delegated Regulations provided thereunder. The minimum content requirements for a prospectus are determined in accordance with the Annexes to Commission Delegated Regulation (EU) 2019/980. Information on the issuer is provided in accordance with the Annex on the registration document applicable to the issuer, while information on the security is provided in accordance with the Annex on the securities note applicable to the security. In addition, where required by regulation, a summary is to be included in the prospectus.

If you intend to request the FIN-FSA’s permission to omit a required piece of information from the prospectus (Article 18 of the Prospectus Regulation), discuss it already before filing the application. However, request the permission at the latest in the application for the approval of the prospectus. Present the justifications for omitting the information also in the relevant sections of the cross-reference list.

Issues to consider

• Indicate in the prospectus the set of rules according to which the prospectus was prepared.
• Mention in the prospectus according to which Annexes to Commission Delegated Regulation 2019/980 the prospectus was prepared.
• Date the final version of the prospectus on the date when the FIN-FSA approves the prospectus.

Documents incorporated by reference are part of the prospectus. Documents incorporated by reference may include, for example, financial statements, management reports, audit reports, half-yearly and interim reports, stock exchange releases, merger and demerger plans as well as any previously approved prospectuses and articles of association.

Documents incorporated by reference are not the same documents as documents on display under certain Annexes of the Commission Delegated Regulation, with respect to EU prospectuses. Documents on display provide additional information that investors, according to the Commission Delegated Regulation, must have the opportunity to examine at, for example, the issuer's head office.

A prospectus may be published when it has been approved by the FIN-FSA. It must be published and kept available to investors in an electronic format on the issuer's website. It must be published with its text and format identical to the approved original version. Any documents incorporated into the prospectus by reference are part of the prospectus and must be available similarly to the prospectus on the issuer’s website.

• A prospectus may not contain undisclosed inside information. The issuer must disclose any inside information contained in the prospectus in accordance with Article 17 of the Market Abuse Regulation before the prospectus is published.

Once approved, the prospectus shall be made available to the public at a reasonable time in advance of, and at the latest at the beginning of, the offer to the public or the admission to trading of the securities involved.

Initial public offering. In the case of an initial offer to the public of a class of shares to be listed on a regulated market, the prospectus shall be made available to the public at least six working days prior to the earliest expiry of the offer.

All approved prospectuses must be kept available in electronic form for at least 10 years after their publication.

A prospectus will be valid until the closing of the offer or until the securities have been admitted to trading on a regulated market, but for no longer than 12 months after approval of the prospectus.

If an error is found in the information contained in the prospectus during its validity, or other such information arises which may have material importance for investors, the prospectus must be supplemented without undue delay. In the context of a supplementation of a prospectus, the investors as a rule receive the right to cancel their investment decision. The cancellation period is two banking days from the publication of the supplement. The supplement must state the right of cancellation and describe the cancellation procedure as well as the period when investors can use their right of cancellation. If an investor wants to cancel their investment decision due to the supplementation of the prospectus, this must be possible free of charge.

The supplement must be approved by the FIN-FSA before publication. The maximum processing period for a supplement is 5 working days from the submission of the application. A supplement must be published in the same manner as the prospectus.

• A change of the terms of the offer, such as an extension of the subscription period or an increase in the number of securities offered, does not require any supplement to the prospectus, if the explicit possibility of such a change has been included in the terms of the offer and if such a change does not cause other changes in the terms or otherwise significantly weaken the position of investors.
  • However, if the extension of the subscription period also causes a change in the issue or valuation dates of a bond, the prospectus must be supplemented.
• Even if no obligation to supplement the prospectus should arise, the information on a change of the terms of the offer must be disclosed in the same manner as the prospectus, made available to investors at the places of subscription, and submitted to the FIN-FSA.
• The prospectus may contain matters that cannot be considered significant errors or shortcomings but which the issuer would wish to rectify for the sake of clarity. In this case, the issuer must bring the error and the correct information to the investors’ attention through a separate release or announcement, however, without supplementing the prospectus.
  • This information can be disseminated, for example, on the issuer's website and made available at the places of subscription.
  • However, this type of information release should be clearly distinguishable from a supplement to the prospectus, for example, by naming it a revision or correction.

The obligation under the Securities Markets Act regarding equal and consistent availability of information requires that essential information that has been provided only to a specific target group of the offer is equally provided to all investors to which the offer is addressed.

• If new essential information is provided at, for example, road shows or events for analysts or investors, the relevant information must be made available to all investors at the same time. Where undisclosed information is inadvertently provided at such occasions or meetings, this information must be made available to all investors without delay.
• If a prospectus for the offer has been published, the prospectus shall also be supplemented. In the case of an issuer referred to in article 17(1) of the Market Abuse Regulation, the information must also be published in accordance with Article 17(8) of the Regulation. 

• Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market  (Prospectus Regulation) (amendments up to 9 January 2024)
• Commission Delegated Regulation (EU) 2019/980 as regards the format, content, scrutiny and approval of the prospectus(amendments up to 4 June 2020)
• Commission Delegated Regulation (EU) 2019/979 on key financial information in the summary of a prospectus, the publication and classification of prospectuses, advertisements for securities, supplements to a prospectus, and the notification portal (amendments up to 4 June 2020) 
• Commission Delegated Regulation (EU) 2021/528 supplementing Regulation (EU) 2017/1129 of the European Parliament and of the Council as regards the minimum information content of the document to be published for a prospectus exemption in connection with a takeover by means of an exchange offer, a merger or a division

• ESMA Guidelines on disclosure requirements under the Prospectus Regulation(pdf)
• ESMA Guidelines on risk factors under the Prospectus Regulation(pdf)
• ESMA recommendations on the implementation of Commission Prospectus Regulation (EC) No 809/2004(Specialist issuers, paragraphs 128-145) (pdf)
• ESMA Guidelines on Alternative Performance Measures (pdf)
• Questions and answers on prospectuses by the European Securities and Markets Authority (ESMA)(Q&A on the Prospectus Regulation) (pdf)
• Ohjeita listautumisedellytysten selvittämiseen (in Finnish) (pdf)

If there is an intention to explore investor interest before publishing the offer, particular diligence should be exercised in the provision of information (premarketing). Information provided on the planned arrangement should be limited to the necessary premarketing details, emphasising the confidentiality of such information and, where applicable, complying with the provisions of Article 11 of the Market Abuse Regulation on market sounding.

The marketing of bonds may be misleading, as intended in the Securities Markets Act, chapter 1, section 3 paragraph 1, for example, if the overall impression arising from the marketing material is clearly different than the view formed through a careful scrutiny of the material.

Such misleading practices may include

• highlighting the nominal interest rate where the issue price is a variable,
• highlighting the maximum return without presenting the return calculation methodology and the weakest outcome, and
• presenting terms without an indication that they are preliminary.

In connection with the marketing of bonds, factors affecting the determination of return should be stated clearly, including the effect of any return caps, return locks, valuation periods, weights of the underlyings, fees and other charges.

The marketing of a fixed-return bond should indicate whether the issue price is variable or fixed.

• In a bond with a floating issue price, the nominal interest rate should not be emphasised, but it should be indicated in the same way as the other bond terms.
• The marketing should clearly state the effective return or its range at a certain time, and the importance of the floating issue price for the return generated.
• The significance of the floating issue price for the investor’s return on investment should clearly be disclosed along with the nominal interest rate.
• At the subscription venues, the investor should be informed of the effective return based on the issue price at the present time.
• If the issue price of the bond depends on the size of the investment, this should also be disclosed in the marketing.

In marketing a bond whose interest rate is linked to a variable reference rate, the uncertainty related to the amount of interest should be stated clearly.

Any fixed return (interest or other minimum return) paid on the bond should always be presented also as an annual rate of return.

The risk associated with the issuer’s repayment capacity should be explained in a clear and understandable manner in the marketing material for the bond. A mere indication of the issuer or a mention of the issuer risk or lack of collateral would not be an adequately clear explanation of risks and limitations related to repayment.

• The essence of issuer risk may be described, for example, by stating that risks related to the repayment capacity of the issuer of the bond refer to the eventuality that the issuer is unable to repay the loan on account of default and that, in the possible event of default, the investor may lose both the capital invested and the potential return partly or fully.
• The risk related to issuer’s repayment capacity should be referred to consistently using the same term throughout the marketing material for the bond.

When discussing the capital protection of the product, the marketing should  describe what capital protection means as well as any limitations related to the capital protection. For example, it must be stated if the capital protection of the bond is only valid on the maturity date of the bond and does not cover any premium or subscription fee or provide security in the event of the issuer's insolvency.

The marketing of bonds should cover the consequences of sale over the life of the product and of any early repayment or redemption under the terms of the product. In addition, it must be stated whether the bond has a collateral or not, which part of the bond is covered by the collateral, and what the collateral extended consists of.

When marketing a debenture, its subordinated status should always be indicated.

The marketing for a subordinated loan under the Limited-Liability Companies Act should cover the procedures that apply if interest is not paid in any given year, the principal cannot be repaid on the maturity date, if any, and the subordinated status of a subordinated loan in a bankruptcy, winding-down, merger or demerger of the company.

A structured investment product refers to an investment consisting of a fixed-income investment and a derivatives contract, or another kind of combination of a basic investment instrument and a derivatives contract. The fixed-return investment component may be for example a bond. The return on a structured investment product is linked to the performance of selected underlyings, such as equities, equity indices, interest rates, investment funds, currencies, commodities, credit risk, index, volatility, or different combinations of the above. Structured investment products include for example index-linked bonds.

• In marketing structured investment products, particular attention should be paid to describing the product in a balanced manner and presenting the different elements of the product clearly.
• The marketing for structured investment products should describe clearly what the derivatives component means from the perspective of the investor’s risk. This means, for example, the circumstances where the investor may lose the capital invested or the return of the investment.
• If the terms of the structured bond include indicative terms, such as terms for determining the return, the indicative nature of these terms should always be stated clearly in the marketing. In addition, it must be stated when the terms will be confirmed. If, for example, an indicative subscription rate or return factor is given, its range or minimum level should be provided in the same context.
• In marketing structured bonds, the considerations presented above on the marketing of bonds should also be taken into account.