Public Offer

Offer of securities to the public

In accordance with Article 120 (2) of the Act No. 566/2001 Coll. on securities and investment services and on amendments and supplements to certain laws as amended (hereinafter referred to as the "Securities Act") 'an offer of securities to the public' means any communication to a wider group of persons in any form and by any means, presenting sufficient information on the terms of the offer and the securities to be offered, so as to enable an investor to decide to purchase or subscribe to these securities. An offer of securities to the public shall also be understood to include the placing of securities through stock brokerage firms or foreign stock brokerage firms, provided that it is made in the manner mentioned in the first sentence.

Unless otherwise provided in the Securities Act, an offer of securities may not be made to the public without prior publication of a prospectus for the securities (hereinafter "prospectus").

Legal framework for offer of securities to the public and the regarding obligations are set by § 120 - § 125h of the Securities Act. Content, format, publication of prospectus for the securities as well as  dissemination of advertisements are set by the Commission Regulation (EC) No 809/2004.

We would like to point out that provisions regarding offer of securities to the public in the Securities Act as well as the Commission Regulation has been amended several times since 2005, more information could be found in the section Public Offer/Legislation.

On 1 July 2012 the Act No 520/2012 Coll. amending the provisions regarding offer of securities to the public in the Securities Act entered ito force.

On 1 July 2012 the Commission Delegated Regulation (EU) No 486/2012 amending Regulation (EC) 809/2004 as regards the format and the content of the prospectus, the base prospectus, the summary and the final terms and as regards the disclosure requirements entered into force.

On 22 September 2012 the Commission Delegated Regulation (EU) No 862/2012 amending Regulation (EC) 809/2004 as regards information on the consent to use of the prospectus, information on underlyig indexes and the requirement for a report prepared by independent accountants or auditors entered into force.

On 28 August 2013 the Commission Delegated Regulation (EU) No 759/2013 amending Regulation (EC) 809/2004 as regards the disclosure requirements for convertible and exchangeable debt securities entered into force.

On 5 May 2014 the Commission Delegated Regulation (EU) No 382/2014 of 7 March 2014 supplementing Directive 2003/71/EC of the European Parliament and of the Council with regard to regulatory technical standards for publication of supplements to the prospectus entered into force.

On 25 September 2015 the Commission Delegated Regulation (EU) No 2015/1604 of 12 June 2015 amending Regulation (EC) No 809/2004 implementing Directive 2003/71/EC of the European Parliament and of the Council as regards elements related to prospectuses and advertisements entered into force.

On 24 March 2016 the Commission Delegated Regulation (EU) No 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 entered into force.  NBS uses for this purpose  the email address:  verejna.ponuka[at]nbs.sk

Particulars of an application for prospectus approval are stipulated in Article 16 of Supervision Act.

Lists of approved and notified prospectuses you can find here.

Public offer of assets

On 22 July 2013, the Act No. 206/2013 Coll., amending and supplementing the Act No. 203/2011 Coll., on Collective Investments, as subsequently amended by the Act No. 547/2001 Coll., and amending and supplementing other Acts, entered into force. This Act deleted Articles 126 to 130 of the Act on Securities and Investments Service, No. 566/2001 Coll., as subsequently amended (The Securities Act), which governed the public offer of assets.

For the purpose of the Securities Act, which enter into force on 22 July 2013, a public offer of assets means any announcement, recommendation, or other text published, or any action taken, in order to raise money, by any person who, personally or through third parties, for its own benefit or for the benefit of third parties, by whatever distribution channels approaches a non-specific range of persons, not determined beforehand, with the objective to announce a possibility, or inspire interest, to acquire the assets offer in a public offer of assets. For the purposes of the Securities Act, assets mean any property rights and assets other than securities. Assets may be offered publicly only if an investment prospectus has been published.

Under the transitional provisions of the Article 173s (1) of the Securities Act, a person making a public offer of assets, who operated under regulations effective until 21 July 2013, is oblige to apply for the relevant permission until 22 July 2014 or apply for registration under the Act No. 203/2011 Coll., on Collective Investment, assubsequently amended or discontinue the activity as a person making a public offer of assets and redeem the collected money to investors including an aliquot of offered assets within the period provided in the prospectus of the investments.

Under the transitional provisions of the Article 173s (2) of the Securities Act, if the National Bank of Slovakia reject the request for permission or registration under the Article 173s (1a), a person making a public offer of assets is required to discontinue the activity as a person making a public offer of assets within a six months period and redeem the collected money to investors including an aliquot of offered assets within the period provided in the prospectus of the investments.

Under the transitional provisions of the Article 173s (3) of the Securities Act, a person making a public offer of assets cannot make the public offer of assets from 22 July 2013. A person making a public offer of assets cannot change the terms of the announced public offer of assets from 22 July 2013.

Under the transitional provisions of the Article 173s (4) of the Securities Act, a person making a public offer of assets is subject to the provisions of regulations effective until 21 July 2013 relating to compliance with the approved prospectus of investment and information obligations.