Financial supervisor accepts internet as sole place for subscription
On July 6 2000 the Finnish Financial Supervision (the FFS), the authority which supervises the local securities market, issued an official statement regarding the use of the internet as a place for subscription in the offering of securities to the public. The statement revises the previous view of the FFS which was expressed in an official statement in 1998. Most public offerings by Finnish issuers during the past few years have been conducted through the internet but the FFS has so far required the availability of a physical subscription place, in addition to the internet.
Deviating from its earlier opinions, the FFS states that the internet may be the sole place for subscription in an offering of securities to the public. However, the manager providing the place for subscription is responsible for providing the investors with a de facto possibility to subscribe for the securities offered. Furthermore, the offering must be carried out in accordance with general offering and marketing provisions and guidelines, according to which securities must not be marketed by giving false or misleading information or by using a procedure that is contrary to good practise, or otherwise improper.
The FFS furthermore requires that, when the internet is being used to offer securities for subscription to the public, the manager providing the place for subscription is responsible for the reliability and adequate capacity of the systems used. Absolute confidentiality, authentication, indisputableness and entirety of the transmitted information and messages must be provided and the place for subscription must use high quality and standard technical solutions to enable secure and reliable execution of subscriptions. Special consideration must also be paid to the identification of the clients, which must meet the requirements of the Finnish Act on Investment Firms, the Finnish Credit Institutions Act and the Finnish Act on the Prevention and Investigation of Money Laundering.
The offering memorandum or listing particulars must also, however, always be provided as a printed version. The manager providing the place for subscription is responsible for the protection and screening of the electronically provided offering memorandum or listing particulars.
Centralized book-entry register to be created
As of October 16 2000, the Finnish book-entry system will be transformed into a centralized book-entry register. The introduction of the centralized book-entry register will, according to information received from the Finnish Central Securities Depository, decrease the capacity of the book-entry system between August 12 and October 16. This will particularly affect the processing of subscriptions relating to possible public offerings of securities, as the processing of subscriptions can not be executed during weekends and certain restrictions may also be imposed on weekdays. Issuers, managers and advisers are requested to take notice of the above restrictions when planning capital arrangements.Dimitrios Himonas
Roschier-Holmberg & Waselius
Tel: +358 9 228 551
Fax: +358 9 667 875