It is not permitted to publish a prospectus before it has been approved by Finantsinspektsioon. Once the prospectus has been approved, it must be made publicly available within a reasonable time before the public offer or admission to trading of the securities or at the latest by the start of the offer or admission.
Publication of the prospectus
The prospectus can be published on the website of the issuer, offeror, financial intermediary, regulated market or operator of a multilateral trading system.
The prospectus must be in an electronic format that is available for free, downloadable, printable and searchable.
Finantsinspektsioon publishes all approved prospectuses and a list of them on its website. This is not considered to fulfil the requirement for the issuer or offeror to publish the prospectus publicly.
Advertising and investor communication
Advertising around the public offer of securities must be clearly identifiable as advertising, and its content must be accurate, fair, clear and not misleading, and must match the information in the prospectus or other documents that are published.
It is not the form or channel that determines what is advertising. Advertising can be information that appears on a website, in social media, in a video, online seminar or podcast, in an investor presentation or in some other channel if it concerns the offer of securities or encourages people to purchase or subscribe to securities.
The offer of securities and advertising for it must be kept at a distance from the advertising for the products and services of the issuer. Information about the offer of securities invites people to make decisions about investing that are different in essence from decisions about whether they want to consume the products and services of the company that is issuing the securities. Decisions about investments should start from the information in the prospectus or other information document on the securities and the issuer of them.
Advertising cannot be used as a substitute for the prospectus or any other required published document. If a prospectus needs to be written, the advertising must mention the publication of the prospectus and say where investors can access it.
Clear identification of advertising (click to open)
Investors must be able to understand clearly that something is an advert or a promotional communication for an offer of securities. Adverts must not be presented to give the impression of being independent news items, analysis or neutral investor information if they are intended to present the offer or increase interest in it from investors.
Coordination of the prospectus or other publication documents (click to open)
The information in adverts must be in line with that in the prospectus, the information document for the offer of securities, or any other published documents. Adverts may not focus only on the positive aspects of the offer without mentioning the risks, restrictions or conditions.
Information that is fair, clear and not misleading (click to open)
Adverts must not exaggerate or be selective in their information, or use arguments for one side only. Care is needed when discussing returns, interest rates, collateral, liquidity, security, or the financial position of the issuer. Opinions, comparisons and forecasts in the advertising must make it clear what they are based on.
Presentation of risks and restrictions (click to open)
If adverts highlight possible returns, interest rates, collateral or other conditions that are attractive for investors, it should be considered whether the main risks and restrictions of the investment could be presented in the same context. Advertising may not give the impression that investment is free of risk or that return is guaranteed if this is not actually true.
Social media, online seminars and investor meetings (click to open)
Requirements for advertising may also apply to short posts on social media, videos, podcasts, online seminars, materials for meetings with investors, and other channels. That a channel has limited volume does not remove the requirement for the information published to be clear, balanced, and not misleading.
Offers where there is no obligation to publish a prospectus (click to open)
Even if there is no obligation to compile a prospectus, all information presented to investors must be accurate and not misleading. If an information document for the offer of securities is required for the offer, any advertising must agree with the information in that document.
The requirements for advertising come from Article 22 of the Prospectus Regulation (EU) 2017/1129, Commission Delegated Regulation (EU) 2019/979, and the Advertising Act.