The Ministry of Finance has issued two new decisions amending the regulation on listing particulars and offer documents: the Decision on Listing Particulars (26.6.2002/539) and the Decision on Offer Documents (26.6.2002/540). These decisions replace the Ministry of Finance's Decision on Listing Particulars (19.11.1998/197) and Decision on Offer Documents (13.10.1994/905).
The two decisions set out the minimum contents and format of these documents. They also contain the grounds on which exemptions from the requirements of publication of listing particulars and offer documents can be sought and granted. The decisions came into force on July 1 2002 and are applicable to all securities according to the extended definition of securities in the amended Securities Market Act (26.5.1989/495). The amendment came into force on January 1 2002.
The new decisions are largely based on the previous decisions of the Ministry of Finance on listing particulars and offer documents mentioned above although some new features are apparent. The listing particulars and offer documents must now include a statement by the auditors that they have audited the annual accounts for the previous three financial periods and issued audit reports on them. The statement must include, among other things, a notice of possible remarks, amendments to the annual accounts by the auditors and any decisions not in favour of the board of directors adopting the annual accounts.
The most notable amendment is the extension of the scope of private placement in the Decision on Offer Documents. The exemptions from the duty to publish an offer document have been made unconditional on the granting of a discretionary exemption by the Finnish Financial Supervision Authority (FSA) and are now automatically available by operation of law in situations such as the following:
- when securities are offered to a limited number of investors or in an employee offering;
- when the aggregate subscription or purchase price of the securities does not exceed €40,000 ($40,300); or
- when the offered securities may not be acquired for a consideration of less than €40,000.
The Decision on Listing Particulars introduces a new ground on which the FSA (on application) can grant a partial or a complete exemption from the obligation to publish listing particulars. Such an exemption may be granted under certain conditions, if the securities that are the subject of the application have been admitted for public trading in a member state of the European Economic Area.
In order to achieve greater flexibility, a new ground on which the FSA may grant exemption from the contents of listing particulars has been included in both the Decision on Listing Particulars and the Decision on Offer Documents. The FSA may decide that instead of certain information provided pursuant to the decisions, the listing particulars or the offer document may present comparable information if the information specified is deemed not to serve its purpose considering, for example, the line of business of the company. The FSA may also grant an exemption regarding the provision of information which would subject the applicant to an unreasonable expense, if the applicant is not the issuer of the shares in question.
The Decision on Listing Particulars and the Decision on Offer Documents impose a new obligation to give an account of the risk factors that, if they occur, may significantly affect the operations or financial position of the issuer or the value of the securities.