The FIN-FSA is updating on its website the guidelines on prospectus applications and prospectus inspection. The updates relate to streamlining the prospection inspection process and the use of an AI tool in prospectus inspection. Preparers of prospectuses are requested to pay attention to, among others, the following points:

Prospectus application and comments on prospectus

• An application for the approval of a prospectus is submitted to the FIN-FSA Registry. It is considered to have arrived on the day in question when it has arrived during the Registry’s opening hours, i.e. by 4.00 p.m. on weekdays (by 1.30 p.m. on Maundy Thursday and New Year’s Eve). An application arriving later than this is considered to have arrived on the next working day. In addition to the Registry, an application may also be submitted directly to the prospectus inspectors.
• We recommend using secure email in the prospectus process.
• The draft prospectus and cross-reference lists must be submitted at least in Word format.
• Cross-reference lists should be prepared at a sufficiently detailed level. We recommend using the cross-reference list template formats published on the FIN-FSA’s website, as this streamlines the FIN-FSA’s prospectus inspection process.
• The application must include contact person(s) for commenting on the prospectus and provide contact details for invoicing.
• Responses to comments of the FIN-FSA and an edited version of the prospectus must be submitted to the FIN-FSA Registry in addition to those processing the prospectus.
• The final, approved version of the prospectus is submitted to the FIN-FSA in both pdf and Word formats. The prospectus preparer must ensure that the hyperlinks to the referenced documents work correctly.
• The FIN-FSA issues prospectus approval decisions within office hours. Decisions are issued electronically signed by e-mail.
• Instructions for submitting prospectuses to the register of prospectuses can be found on the FIN-FSA’s website.

Specific issues

• Please contact the FIN-FSA before filing a prospectus application so that any questions and the need for arranging a prospectus meeting can be assessed. Particularly if the prospectus concerns a merger, demerger or another corporate transaction, presents pro forma financial information or involves other special characteristics, such as a need to diverge from the language requirements for a prospectus, we request that you contact the FIN-FSA well in advance before filing an application. Companies preparing for an initial public offering typically introduce themselves to the FIN-FSA before filing a prospectus application.
• In prospectuses on share issues, please provide the justifications of the working capital statement with the application.
• When applying lighter prospectus requirements (EU Growth prospectus, wholesale prospectus and the simplified disclosure regime for secondary issuances), the justifications for the application of these requirements must also be presented.
• If the prospectus subject to the application is considerably similar to another prospectus already approved by the FIN-FSA, please provide a redline (track changes) version against the previously approved prospectus.
• When requesting notification of a prospectus, we recommend that a more precise schedule be agreed in advance.
• If a prospectus is submitted to the FIN-FSA for approval with material deficiencies, the inspection period will not begin until the prospectus has been supplemented with the missing information.
• More detailed information is available on the FIN-FSA’s website at Offering of securities and prospectuses.

For further information, please contact:

• Marianne Demecs, Senior Supervisor, marianne.demecs(at)fiva.fi, tel. +358 9 183 5366
• Ossi Eräkivi, Chief Specialist, ossi.erakivi(at)fiva.fi, tel. +358 9 183 5262
• Anna Sahrakorpi, Legal Advisor, anna.sahrakorpi(at)fiva.fi, tel. +358 9 183 5458
• Minna Toiviainen, Senior Supervisor, minna.toiviainen(at)fiva.fi, tel. +358 9 183 5219