Issuers

  • Section:

Issuers are persons whose transferable securities (shares, bonds, debt securities, mortgage bonds) are offered to the public or traded on regulated markets, i.e. stock exchanges.

Public offer of securities

A public offer shall be a notification to the public by any type and by any means providing sufficient information on the terms of the offer and the securities to be offered so as to enable the investor to decide on the purchase or subscription for those securities.

1. In which cases a prospectus should be drawn up and the Financial and Capital Market Commission’s (hereinafter – the FCMC) permit for making an offer of securities to the public should be obtained?

1. Where a public offer is made for transferable securities with a total consideration in the European Union exceeding EUR 1 000 000 calculated over a period of 12 months.

2. Where a public offer is made for transferable securities with a total consideration in the European Union from EUR 1 000 000 to EUR 8 000 000 calculated over a period of 12 months and the offer is not subject to notification in accordance with Article 25 of 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, and repealing Directive 2003/71/EC, (hereinafter – Prospectus Regulation) such offeror may not draw up the prospectus referred to in the Prospectus Regulation. In this case the offeror of public offer shall draw up and publish an offer document in accordance with the FCMC’s regulations.

An issuer or offeror of public offer may also draw up a prospectus on a voluntary basis regardless of the volume of issue of transferable securities or the exemptions set out in the Prospectus Regulation.

2. In which cases a prospectus should not be drawn up and the FCMC’s permit for making an offer of securities to the public should not be obtained?

1. An offer of securities addressed solely to qualified investors.

2. An offer of securities addressed to fewer than 150 natural or legal persons per Member State, other than qualified investors.

3. An offer of securities whose denomination per unit amounts to at least EUR 100 000.

4. An offer of securities addressed to investors who acquire securities for a total consideration of at least EUR 100 000 per investor, for each separate offer.

5. In other cases referred to in Article 1 (4) of the Prospectus Regulation.

These exemptions can be combined, for example, only for institutional investors or natural persons when investing at least EUR 100 000.

Admission of securities to trading on a regulated market

1. In which cases a prospectus should be drawn up and approved by the FCMC?

 A prospectus shall be drawn up and approved by the FCMC for the admission of securities to trading on a regulated market regardless of the volume of the issued transferable securities.

2. In which cases a prospectus should not be drawn up and should not be approved by the FCMC?

In the cases referred to in Article 1 (5) of the Prospectus Regulation.

Prospectus

What should be taken into account when drawing up the prospectus?

1. The requirements for drawing up the prospectus are laid down in the Prospectus Regulation.

2. Requirements for the format and content of the prospectus are specified in the Commission Delegated Regulation (EU) 2019/980 of 14 March 2019 supplementing Regulation (EU) 2017/1129 of the European Parliament and of the Council as regards the format, content, scrutiny and approval of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Commission Regulation (EC) No 809/2004 (hereinafter – Prospectus Content Regulation).

3. Requirements for the key financial information in the summary of the prospectus are laid down in the Commission Delegated Regulation (EU) 2019/979 of 14 March 2019 supplementing Regulation (EU) 2017/1129 of the European Parliament and of the Council with regard to regulatory technical standards 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, and repealing Commission Delegated Regulation (EU) No 382/2014 and Commission Delegated Regulation (EU) 2016/301.

4. When including information on risk factors the European Securities and Markets Authority guidelines “On Risk factors under the Prospectus Regulation” should be taken into account.

5. Use of the language:

a) if the public offer is made only in Latvia, the prospectus shall be prepared in the Latvian language;

b) if the public offer is made in Latvia and in one of the Member States, the prospectus shall be drawn up in English accompanied by a summary translation in Latvian and the language of the Member State in which the public offer will be made;

c) if the admission of transferable securities to trading on a regulated market is requested in Latvia, the prospectus shall be prepared in the Latvian language.

Admission to trading and approval of prospectus

The decision regarding the admission to make a public offer and the approval of prospectus shall be taken by the FCMC.

What is necessary for admission and approval of prospectus?

1. In the case of public offer

In order to receive the admission to make a public offer, an issuer or an offeror of public offer shall submit to the FCMC an application, accompanied by:

1) two originals of the prospectus and the documents of prospectus in electronic format appropriate for browsing;

2) a decision of an offeror of public offer regarding the issue of relevant transferable securities and a public offer if the offeror is a legal person;

3) a list of cross-references indicating where the information required in the Annex to the Prospectus Content Regulation is to be found in the prospectus;

4) information regarding the contact person which the FCMC employees may contact in relation to the examination of the submitted prospectus.

Documents shall be sent electronically to the FCMC’s e-mail address: fktk@fktk.lv.

2. In the case of admission of securities to a regulated market

In order to approve the prospectus, the issuer or the person, requesting the admission of transferable securities to trading on a regulated market, shall submit to the FCMC an application, accompanied by:

1) two originals of the prospectus and the documents of prospectus in electronic format appropriate for browsing;

2) a decision of an administrative institution authorised by the issuer regarding the admission of transferable securities to trading on a regulated market;

3) a list of cross-references indicating where the information required in the Annex to the Prospectus Content Regulation is to be found in the prospectus;

4) information regarding the contact person which the FCMC employees may contact in relation to the examination of the submitted prospectus.

Documents shall be sent electronically to the FCMC’s e-mail address: fktk@fktk.lv.

What is the period of time for the examination of the application by the FCMC?

The application for admission to make a public offer or register a prospectus shall be examined by the FCMC and a decision shall be taken within 10 working days after receipt of all the necessary documents prepared and drawn up in line with the regulatory enactments.

If the public offer is related to transferable securities issued by an issuer whose transferable securities are not admitted to trading on a regulated market and who has not previously made a public offer for transferable securities, the FCMC is entitled to extend the period of examination of the application to 20 working days.

Contact details

Phone: +371 67774819 and +371 67774941 – on issues related to obtaining permit, approval and drawing up a prospectus.

Phone: +371 67774825 and +371 67774827 – on issues related to inclusion of financial information in the prospectus.

Laws, regulations and guidelines

1. 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, and repealing Directive 2003/71.

2. Commission Delegated Regulation (EU) 2019/980 of 14 March 2019 supplementing Regulation (EU) 2017/1129 of the European Parliament and of the Council as regards the format, content, scrutiny and approval of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Commission Regulation (EC) No 809/2004.

3. Commission Delegated Regulation (EU) 2019/979 of 14 March 2019 supplementing Regulation (EU) 2017/1129 of the European Parliament and of the Council with regard to regulatory technical standards 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, and repealing Commission Delegated Regulation (EU) No 382/2014 and Commission Delegated Regulation (EU) 2016/301.

4. Law on the Financial Instruments Market.

5. European Securities and Markets Authority’s “Guidelines on risk factors under the Prospectus Regulation”.

Contacts


Address:
Kungu iela 1, Riga, LV-1050
Phone:
6 7774800
E-mail:
Previous sign-in to the secretary:
67 774 801
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