Prospektkrav

Prospektkrav are legal obligations that require a prospectus when a company intends to offer securities to the public or to list securities on a regulated market. A prospectus is a comprehensive document designed to provide potential investors with essential information about the issuer, the securities, and the offer, enabling an informed investment decision.

In Sweden, prospektkrav are implemented through the EU Prospectus Regulation and national law, notably the Swedish Financial Instruments Trading Act. The rules cover offers to the public in Sweden and admissions to trading on European markets, including cross-border offerings. The competent authority in Sweden, Finansinspektionen (the Swedish Financial Supervisory Authority), oversees compliance, with the prospectus typically requiring approval or verification under the Regulation.

A prospectus must present reliable and clear information about the issuer and the offer. Core content includes the issuer’s identity and business description, risk factors, use of proceeds, financial statements and capital structure, management and governance, details of the securities and their terms, rights attached, and information about the offering process and significant agreements. It may also include an auditor’s report, dates, and a description of any special risks or procedures.

Process-wise, the issuer (often with underwriters or sponsors) prepares the prospectus and submits it to the competent authority for approval before marketing the securities. The EU framework provides for harmonization across Member States, with national authorities enforcing compliance and granting the necessary authorizations or exemptions.

Exemptions exist for certain small offers, professional investors, or qualified investors, and for some securities or circumstances where a prospectus is not required. Language typically includes Swedish and English to facilitate cross-border distribution. Non-compliance can lead to marketing prohibitions, trading suspensions, or civil liability.