Finantsinspektsioon approves prospectuses following the requirements set in the Prospectus Regulation and the Securities Market Act. The process is designed to assess whether the prospectus contains all of the information that is needed for making a reasonable assessment of the issuer, the securities, and the rights and risks associated with them.
Before submitting an application
We recommend contacting Finantsinspektsioon before submitting an application for a prospectus to be approved to present the main circumstances around the planned offer or admission to trading, including the securities to be offered, and the size, timetable and target market of the offer.
Please make the initial contact by emailing [email protected].
Submitting an application
The application for a prospectus to be approved together with additional documentation should be submitted to Finantsinspektsioon by email to [email protected].
What documents should be submitted?
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the application for a prospectus to be approved signed by the issuer or an authorised representative;
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a prospectus in electronic form that is searchable;
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the annexes to the prospectus;
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proof of payment of the processing fee;
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a table of cross-references;
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a power of attorney if needed or any other documents required for processing the application.
More detailed requirements for the documents to be submitted are set out in Article 42 of Commission Delegated Regulation (EU) 2019/980. The documents may be submitted in Estonian or English.
Processing fees
A processing fee must be paid for approval of the prospectus and the annexes to the prospectus. Proof of payment of the processing fee must be attached to the application for approval of a prospectus or an annex to a prospectus.
| Event | Application fee |
|---|---|
| Approval of a prospectus | 2000 euros |
| Approval of an annex to a prospectus | 1000 euros |
The information document for an offer of securities and the Annex IX document under the Prospectus Regulation must be submitted to Finantsinspektsioon, but Finantsinspektsioon does not approve them. There is no processing fee for submitting those documents.
The stages of the procedure
Finantsinspektsioon looks at whether the prospectus meets the requirements in the Prospectus Regulation, and assesses whether it contains the information needed by investors. Approval of the prospectus does not imply any assessment of the economic position of the issuer, of whether the investment is beneficial, or of the quality of the securities.
How does assessment of the prospectus proceed? (click to open)
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the initial feedback is usually given within 10 working days;
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it is given within 20 working days for first-time issuers;
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feedback comments are usually made in multiple rounds during the procedure;
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responses to the comments must be submitted with changes tracked and in a clean version;
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a letter of response to the comments must be submitted together with the updated prospectus.
How long the prospectus procedure takes depends on how complicated the offer is, the quality of the documentation, and how quickly the comments from Finantsinspektsioon are answered.
Approval of a prospectus
If the prospectus meets the legal requirements, Finantsinspektsioon approves it by decision of the management board and informs the applicant and the European Securities and Markets Authority (ESMA) of this. If the changes or additional information that are required are not submitted, Finantsinspektsioon may refuse to approve the prospectus.
Passporting of the prospectus
If it is intended to offer the securities publicly or admit them to trading on a regulated market in other countries of the European Economic Area as well, the approved prospectus may be used in other countries under a notification procedure.
Using the prospectus in other countries of the European Economic Area (click to open)
An application must be submitted to Finantsinspektsioon for the prospectus to be sent to other countries. Finantsinspektsioon notifies the relevant authority of the other country as required by the Prospectus Regulation. The other country may need a summary of the prospectus translated into the language required in that country.
Annex to the prospectus
If important new circumstances, a serious error or a major inaccuracy that could change the assessment of investors about the security appear after the prospectus has been approved, an annex to the prospectus must be compiled to describe them.
Procedure for an annex to a prospectus (click to open)
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Finantsinspektsioon generally approves the annex within five working days;
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the procedure for publishing the annex is at least as strict as that for the initial prospectus;
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the summary and translations of it are updated as needed;
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the processing fee for the annex to a prospectus is 1000 euros.