Prospektusmäärus

Prospektusmäärus is a term in Estonian law referring to a regulation or order that governs the content, form, and procedures related to prospectuses for securities offerings. It forms part of the national implementation of the EU prospectus framework and related domestic legislation in the field of securities markets.

Purpose and scope

The prospektusmäärus establishes when a prospectus must be prepared for public offerings of securities or for admission of securities to trading on a regulated market within Estonia. It also covers possible exemptions or alternative mechanisms for certain offerings, in line with the overarching EU rules. The regulation aims to ensure that investors receive adequate and comprehensible information to make informed investment decisions, while maintaining market efficiency.

Content and format

Typically, a prospektusmäärus outlines the required content of a prospectus, including issuer information, business description, risk factors, use of proceeds, financial statements, governance and ownership, legal matters, and other material disclosures; it often requires a concise summary and specifies language and presentation standards. It also prescribes the format, updates, and publication requirements, including how the prospectus should be filed with the competent authority and where it should be publicly available.

Review and publication process

The regulation defines the roles and responsibilities of issuers, advisers, and the regulatory authority, such as the Estonian Financial Supervisory Authority (Finantsinspektsioon), in reviewing, approving or notifying the prospectus, along with timelines for action. It may cover post-approval amendments and ongoing disclosure obligations.

Relation to EU law

The prospektusmäärus complements the EU Prospectus Regulation and national securities legislation, ensuring harmonized investor protection and market integrity within Estonia.

See also: EU Prospectus Regulation, Finantsinspektsioon, Securities Market Act.