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) – entered into force on 20 June 2017.

The enforcement of the new Prospectus Regulation is gradual, taking place in three stages, ultimately replacing the Directive 2003/71/EC in its entirety and it is directly applicable in all Members States. This means that any national legislation currently in place transposing the Directive 2003/71/EC, shall be repealed.

The new Prospectus Regulation has entered into force on 20 July 2017 and applies as follows:

  1. From 20 July 2017, in relation to Article 1 paragraph 5 points (a), (b), (c) and second subparagraph of Article 1 paragraph 5 of the new Prospectus Regulation;

Enforcement of the aforementioned provisions of the new Prospectus Regulation in the Republic of Croatia is ensured through the provisions of Article 410 paragraph 1, points 1, 2 and 3 of the Capital Market Act.

  1. From 21 July 2018, in relation to Article 1 paragraph 3 and Article 3 paragraph 2 of the new Prospectus Regulation;

Enforcement of the aforementioned provisions of the new Prospectus Regulation in the Republic of Croatia is ensured through the provisions of Article 405 paragraph 1, point 9 and Article 409 paragraph 1 point 6, in relation to Article 738 of the Capital Market Act.

In accordance with the aforementioned, public offerings of securities with a total consideration in the European Union of less than EUR 1.000.000,00 in kuna equivalent, calculated over a period of 12 months, are outside the scope of the new Prospectus Regulation (Article 405 paragraph 1, item 9 of the Capital Market Act). Furthermore, public offers of securities with the total consideration in the European Union (with a total consideration of EUR 1.000.000,00 and more) of less than EUR 5.000.000,00 in kuna equivalent, calculated over a period of 12 months, are exempted from the obligation to publish a prospectus (Article 409 paragraph 1, item 6 of the Capital Market Act) and, in respect of such offers as in the case of other prospectus exemptions related to the issue/offer of securities, there is an obligation to notify Hanfa on the prospectus exemption in accordance with the provisions of Article 412 of the Capital Market Act.

  1. From 21 July 2019, in relation to the remaining provisions of the new Prospectus Regulation.

Enforcement of the remaining provisions of the new Prospectus Regulation in the Republic of Croatia, which will start to apply on 21 July 2019, will be ensured through the amendments to the relevant provisions of the Capital Market Act.

Regulation (EU) No. 809/2004 currently in force and all its subsequent amendments, including two sets of 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 accompanying Level 2 and Level 3 measures. 

Notice to Hanfa on the application of the prospectus exemption

In accordance with Article 412 of the Capital Market Act, the issuer, offeror or a person demanding admission of securities to trading on a regulated market must inform Hanfa of the application of the prospectus exemption stipulated by Articles 409, 410 or 411 of the Capital Market Act, at least three working days before the beginning 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 410 or 411 of the Capital Market Act, at least three working days before the submission of the application for admission of securities to trading on a regulated market.

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 (Delegated Regulation (EU) No 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 includes all information which, according to the particular nature of the issuer and of the securities offered to the public or admitted to trading on a regulated market, is necessary to enable investors to make an informed assessment:

  1. of the assets and liabilities, financial position, profit and losses, prospects of the issuer and of any guarantor
  2. of the rights attaching to such securities.

The information contained in the prospectus must be accurate and complete including the consistency of the information given and its comprehensibility. Information in the prospectus must be presented in an easily analysable and comprehensible form.

An investor who acquired securities on the basis of a prospectus may require compensation of damages if information in the prospectus which is essential for the assessment of the securities, is incorrect or incomplete, from the following persons:

  1. issuer, in case of an issue of securities, or offeror, in case of an offer of the existing securities
  2. person who assumes responsibility for the accuracy and completeness of information in the prospectus or parts of the prospectus
  3. guarantor, if any, but only in the part of the prospectus relating to the guarantor.

Persons responsible for the information given in a prospectus shall be clearly identified in the prospectus by their names and functions, in the case of natural person, or, in the case of legal persons, by their company names and registered offices.

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 admission on the regulated market (available in Croatian language only).

Structure of a 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 414 of the Capital Market Act, be drawn up as a base prospectus.

Approval of a prospectus

When the Republic of Croatia is the home member state of the issuer, Hanfa is authorised 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, if a 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 414 paragraph 4 of the Capital Market Act, if a base prospectus or a supplement to the prospectus does not contain Final terms, Final terms should be submitted via electronic means to Hanfa: capital.markets@hanfa.hr. Hanfa shall submit Final terms to ESMA and, in the case of a base prospectus notified to other Member State regarding cross-border offers and admission to trading in accordance with provisions of Article 442 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 accordance with the provisions of Commission Regulation (EC) No 809/2004 and submitted to Hanfa in accordance with procedure contained here.

Publication of a 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 shall be made available to the public by the issuer, offeror or a person demanding admission to trading on a regulated market in accordance with 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 a class of shares not already admitted to trading on a regulated market that is to be admitted to trading for the first time, the prospectus shall be 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 in accordance with Article 442 of the Capital Market Act and with provisions of the Delegated Regulation (EU) No 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.