Prospectuses

Rights and obligations pertaining to offering of securities to the public and admitting securities to trading on a regulated market in the Republic of Croatia, including the obligation to publish a prospectus and exemptions related thereto, are regulated by the Capital Market Act.

Except in the cases specifically provided for in the Capital Market Act, a prospectus is to be published:

  • when offering securities to the public in the territory of the Republic of Croatia
  • when admitting securities to trading on a regulated market in the Republic of Croatia.

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 (Text with EEA relevance) ('New Prospectus Regulation) – enters into force on 20 June 2017.

As from 20 July 2017 only provisions of Article 1 (5) first subparagraph points (a), (b) and (c) and Article 1 (5) second subparagraph of the New Prospectus Regulation shall apply and provisions of Article 4 (2) points (a) and (g) of Directive 2003/71/EC will be repealed and consequently the provisions of Article 352 (1) and (7) of the Capital Market Act shall cease to apply. The provisions of the third part head I. of the Capital Market Act, not specified above, will continue to apply until the start of application of the remaining provisions of the New Prospectus Regulation.

More about the entry into force of the New Prospectus Regulation can be found here (available in Croatian only).

Regulation (EU) No. 809/2004 currently in force and all its subsequent amendments, including two sets of the regulatory technical standards prescribed by the Delegated Regulation (EU) No. 382/2014 and the Delegated Regulation (EU) No. 2016/301 will continue to apply until 21 July 2019. when they will be entirely replaced and repealed by the provisions of the New Prospectus Regulation and related Level 2 and Level 3 measures. 

Notice to Hanfa on the application of exemption

Issuer, offeror or the person demanding admission of securities to trading on a regulated market must inform Hanfa of the application of exemption stipulated by Article 351, 352 or 353 of the Capital Market Act, at least three working days before the begining of the public offer in the Republic of Croatia or, in the case of one of the exemptions from the prospectus requirement related to admission of securities on a regulated market according to Article 352 or 353 of the Capital Market Act, at least threee working days before the submission of the application for admission of securities to trading on a regulated market.

Further information about notificiation on the application of exemption from the obligation to publish a prospectus can be found here.

Submission of an application for approval of a prospectus

Technical instruction for the drafting and submission of an application for approval of a prospectus in electronic format via electronic means (Technical instruction; available in Croatian only) regulates the drafting of an application for the approval of a prospectus in accordance with provisions of the Third Part, Title 1 of the Capital Market Act regarding prospectus, as well as the format and the means of submission of an application for approval in accordance with Commission Delegated Regulation (EU) 2016/301 of 30 November 2015 supplementing Directive 2003/71/EC of the European Parliament and of the Council with regard to regulatory technical standards for approval and publication of the prospectus and dissemination of advertisements and amending Commission Regulation (EC) No 809/2004 (Regulation 2016/301).

Further information about the submission of an application for approval of a prospectus can be found here.

The content of a prospectus

A prospectus must include all information which, according to the particular nature of the issuer and of the securities offered to the public or or admitted to trading on a regulated market, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses, prospects of the issuer and of any guarantor, and of the rights attaching to such securities.

The following persons are responsible for the accuracy and completeness of the information contained in the prospectus:

  • the issuer and members of its administrative, management or supervisory bodies
  • the offeror or the person demanding admission to trading on a regulated market, when different from the issuer
  • the guarantor related with the issue, if applicable, and
  • persons assuming responsibility for the accuracy and completeness of the information contained in the prospectus or some of its parts.

Further information about the content of a prospectus can be found here.

General information about the language of the prospectus in relation to the admission of securities on a regulated market and about the language of publication of regulated inforamtion can be found in the Instruction about the language of the prospectus in relation to the adnmission on the regulated market.

Structure of the prospectus

A prospectus may be drawn up:

  • as a single document (containing all information in one document)
  • as separate documents (information is contained in several separate documents), composed of:
    • registration document (containing information on the issuer)
    • securities note (containing information on securities to be offered to the public or admitted to trading on a regulated market), and
    • summary note (providing, in a brief manner and in non-technical language, the essential information enabling investors to make an informed assessment of the characteristics  and risks associated with the issuer, any guarantor and the securities).

For non-equity securities, including warrants in any form, issued under an offering programme, and non-equity securities issued in a continuous or repeated manner by credit institutions, a prospectus can, pursuant to the terms and conditions prescribed by Article 358 of the Capital Market Act, be drawn up as a base prospectus.

Approval of the prospectus

When the Republic of Croatia is the home member state of the issuer, Hanfa is authorized for the approval of a prospectus, supplement to a prospectus, registration document, securities note and summary note relating to securities to be offered to the public or admitted to trading on a regulated market in the Republic of Croatia.

A prospectus is valid for 12 months after the day of its approval, provided that the prospectus is completed by any supplement containing new information on the issuer and securities to be offered to the public or admitted to trading on a regulated market.

Final terms related to the base prospectus (when the Republic of Croatia is a home Member State)

In accordance with provisions of Article 358 Paragraph 4 of the Capital Market Act, if a base prospectus or a supplemet to the prospectus do not contain final terms, final terms shall be available to investors and submitted via electronic means to Hanfa: capital.markets@hanfa.hr. Hanfa shall submit final terms to ESMA and, in case of base prospectus notified to other Member State regarding cross-border offers and admission to trading in accordance with provisions of Article 381 of the Capital Market Act, Hanfa shall notify the competent authority of the host Member State. In that case, Hanfa does not approve final terms related to base prospectus. Final terms shall be drawn up in acordance with provisions of Commission Regulation (EC) No 809/2004 and submitted to Hanfa in accordance with procedure contained here.

Publication of prospectus, supplement to the prospectus, final terms related to a base prospectus and dissemination of advertisements relating to an offer to the public or an admission to trading on a regulated market

Once approved, the prospectus must be made available to the public by the issuer, offeror or person demanding admission to trading on a regulated market in a manner laid down in the Capital Market Act, at the latest at the beginning of the offer to the public or the admission to trading of the securities on a regulated market. In the case of an initial public offer of securities not already admitted to trading on a regulated market, the prospectus must be made available at least six working days before the end of the offer.

Further information about the publication of prospectus, supplement to the prospectus, final terms related to a base prospectus and dissemination of advertisements relating to an offer to the public or an admission to trading on a regulated market can be found here.

Notification of the approved prospectus to another Member State in case where the Republic of Croatia is the host Member State (passporting out)

The issuer who intends to use a prospectus approved by Hanfa as the competent authority of the home Member State, in another Member State must submit an application for the submission of the certificate of approval of the prospectus to the competent authority of the host Member State to Hanfa in accordance with Article 381 of the Capital Market Act and with provisions of the Regulation 2016/301 and Technical instruction.

More about the notification of the approved prospectus to another Member State in the case where the Republic of Croatia is the host Member State (passporting out) can be found here.

Notification of approved prospectus to Hanfa in the case when the Republic of Croatia is the host Member State (passporting in)

When the Republic of Croatia is a host Member State, a prospectus and a supplement to the prospectus approved by the competent authority of the home Member State, have the same effect as a prospectus and a supplement to the prospectus approved by Hanfa pursuant to the provisions of the Capital Market Act, provided that the competent authority of the home Member State has provided Hanfa and ESMA with a notification regarding the approval of the prospectus and with other relevant documentation. Hanfa shall inform the competent authority of home Member State, via e-mail, on the receipt of the prospectus, certificate of approval and translation of summary note, along with hyperlinks (when it is applicable) to the above mentioned documents published in electronic form on the web pages of the competent authority of the home Member State, on the issuer’s web page or on the web page of the regulated market.

More about the notification of approved prospectus to Hanfa in the case when the Republic of Croatia is the host Member State (passporting in) can be found here.