Act on Securities Trading (Securities Trading Act)

Part 2. General provisions

Chapter 7. Prospectus requirements in connection with public offerings and admission to trading

II. National prospectuses

Section 7-5.Obligation to prepare national prospectuses
(1) Where offers are made to the public for subscription or purchase of securities for a total consideration between EUR 1 million and EUR 8 million calculated over a period of 12 months, national prospectuses shall be prepared under the rules of the present chapter.
(2) ‘Securities’ under subsection (1) means transferable securities with the exception of money market instruments with a maturity of less than 12 months.
(3) Section 7-2 applies with equal effect insofar as appropriate.
Section 7-6.Exemption from the obligation to prepare national prospectuses

Article 1, paragraph 4, and paragraph 6, first sentence, of the Prospectus Regulation, cf. section 7-1, on exemptions from the obligation to publish a prospectus when securities are offered to the public apply equally to national prospectuses.

Section 7-7.Content of and responsibility for national prospectuses
(1) National prospectuses shall contain such information as is necessary to enable the investors to make a well informed assessment of the issuer’s and any guarantor’s financial position and prospects, and of rights attached to the securities offered. In the assessment of what is to be deemed necessary information, account shall inter alia be taken of the nature of the offeror and of the securities offered. The information shall be presented in an easily comprehensible and analysable form.
(2) National prospectuses shall identify the persons responsible for the prospectus by their names and positions. Section 7-4 applies.
(3) National prospectuses shall include a responsibility statement signed by those responsible for the prospectus to the effect that to the best of their knowledge the information given is consistent with the facts, and that no knowledge of such nature as may alter the substance of the prospectus has been omitted, and that they have taken all reasonable steps to ensure that such is the case.
(4) The ministry may by regulations lay down provisions on the content of national prospectuses, including requirements on language and the presentation of information in a specified sequence.
Section 7-8.Registration of national prospectuses in the Register of Business Enterprises

National prospectuses shall be registered in the Register of Business Enterprises prior to publication.

Section 7-9.Validity and publication of national prospectuses
(1) National prospectuses are valid for 12 months after registration in the Register of Business Enterprises, provided they are completed by any supplement required pursuant to section 7-10.
(2) National prospectuses shall be published no later than the start of the offer period. Publication is deemed to have taken place once the prospectus is made electronically available on the website of the offeror or the lead manager.
(3) Where information on an offer of securities to the public is given in advertisements or by other means, they shall also state that further information is available in the national prospectus and indicate where the prospectus is electronically available. Such information shall be consistent with the information contained in the prospectus.
(4) Acceptance forms may only be issued together with a complete national prospectus.
Section 7-10.Supplements to national prospectuses
(1) Any new material circumstance, error or inaccuracy which is capable of affecting the assessment of the securities, and which arises or comes to light between the registration of the national prospectus and the expiry of the acceptance period, shall be mentioned in a supplement to the prospectus.
(2) The supplement shall be registered in accordance with section 7-8 and published without undue delay in accordance with section 7-9.
Section 7-11.Withdrawal of acceptance given in connection with national prospectuses
(1) If the national prospectus does not contain information on price or on the procedure for determining the price, acceptance of the offer may be withdrawn within two days of the date on which the final price and number of securities offered are registered with the Register of Business Enterprises.
(2) Acceptance of an offer given before any supplement to a national prospectus was published, see section 7-10, may be withdrawn within two days of such publication if the new circumstance, error or inaccuracy arose or came to light before the delivery of the securities. The final date for withdrawal of acceptance shall be stated in the supplement.
(3) The ministry may by regulations make provision concerning such registration as mentioned in subsection (1).