3. Prospectuses and takeover bids

In the FIN-FSA prospectus scrutiny, we scrutinise and approve prospectuses related to the offering and listing of securities. Our takeover bid team scrutinises and approves offer documents related to public takeover bids and, among other things, makes interpretations in matters concerning takeover bid regulations.

Number of prospectus and takeover bid cases processed in 2024

In 2024, we approved a total of 29 prospectuses and 21 prospectus supplements. We discussed with the authors of the prospectuses particularly issues related to adequacy of working capital. The quality of the prospectuses submitted to the FIN-FSA for scrutiny during spring 2024 was lower than previously, with an exceptionally high number of prospectus attracting comments. We provided feedback on this and, in Market Newsletter 2/2024, we highlighted the issues that we wish preparers of prospectuses to pay attention to in order that the quality of the prospectuses submitted to us for approval in the future is more in line with the requirements of regulations and guidelines. We approved three takeover bid offer documents and four supplements related to them. In addition, we processed a number of interpretation issues relating to prospectus regulations and takeover bid cases.

Figure 1. Number of prospectuses and offer documents in 2024

Prospectus scrutiny priorities in 2025

In our prospectus scrutiny, we will pay attention to the completeness, consistency and comprehensibility of the content of prospectuses. We will focus particularly on risk descriptions, equity prospectuses’ information related to adequacy of working capital, and debt prospectuses’ sustainability information. Sustainability information in prospectuses is also one of ESMA’s areas of focus in 2025.

We will continue to review the marketing material of potential IPO prospectuses within the scrutiny period. Preparers of marketing material should pay attention to ensuring that the material is consistent with the information in the prospectus and, for example, that alternative performance indicators are not highlighted contrary to the guidelines. Marketing material must also take into account any changes made to the prospectus during the scrutiny period.

While we will continue to try to scrutinise and approve prospectuses within 10 working days (IPO prospectuses within 20 working days), we will, where necessary, exercise the option provided for in the Prospectus Regulation to calculate a new scrutiny period of 10 working days from the submission of a new draft prospectus. The prospectus preparers have the opportunity to influence this by submitting for approval a carefully prepared draft prospectus. To enhance our scrutiny of prospectuses, we will continue to invest in developing and utilising artificial intelligence tools. We will also continue international cooperation on prospectuses and takeover bids, both in European Securities and Markets Authority (ESMA) working groups and with other supervisory colleagues.

Changes to prospectus regulations

The Listing Act, which entered into force in December 2024, changes prospectus regulations significantly. Application of the changes has been staggered to start in three phases:

4 December 2024 For example, new prospectus exemptions
5 March 2026 For example, new types of prospectus: EU follow-on prospectus and EU issuance prospectus
5 June 2026 For example, new format and content requirements for other types of prospectus, a new prospectus threshold, and sustainability information in prospectuses

We will monitor the adoption of Commission Delegated Regulations affecting prospectus provisions contained in the Listing Act and will participate in discussion of issues related to the application of new regulations with ESMA and national supervisors.

Regulation on European Green Bonds¹ (hereafter the EuGB Regulation) mainly became applicable from 21 December 2024 and it impacts prospectus scrutiny if an issuer decides to issue bonds in accordance with the Regulation. The EuGB Regulation concerns European Green Bonds (EuGB bond). In addition, the EuGB Regulation provides for optional disclosure templates for bonds marketed as environmentally sustainable and for sustainability-linked bonds.'

Information and up-to-date guidance on the new Prospectus Regulation has been added to the Offering of securities and prospectuses section of the FIN-FSA website. We also reported on the above-mentioned regulatory changes at listed company events held last year (presentation material, in Finnish) and aim to report on future changes in more detail in a Market Newsletter during 2025.

FIN-FSA Regulations and guidelines 6/2013 Securities offerings and listings, which covered prospectuses, was repealed in spring 2024.

Observations on takeover bid cases

In 2024, the interpretation issues referred to the FIN-FSA with regard to takeover bids mainly concerned the obligation to launch a bid and various arrangements, including consortium situations.

Interpretation issues related to takeover bid regulations are typically challenging and often concern entirely new types of situations that the FIN-FSA has not previously addressed. We actively discuss market practices and other countries’ regulatory interpretations with our international supervisory colleagues. We aim to process interpretation issues promptly, but the duration of processing issues will be impacted by, among other things, the structure of the arrangement, the clarity of the description submitted to us, changes to the arrangement during the process and whether the FIN-FSA needs further clarification in the case and how much.

Takeover bid regulations were changed by amendments to the Securities Markets Act that entered into force on 19 April 2024. The amendments extended the obligation to launch a bid, conduct provisions to be followed in public takeover bids, and the flagging obligation to be applicable in a multilateral trading facility (First North companies) in addition to a regulated market.

In the same context, the provision related to persons acting in concert of chapter 11, section 5 of the Securities Market Act was amended to give the FIN-FSA the possibility to grant more broadly than before exemptions with regard to persons deemed to be acting in concert. In addition, the FIN-FSA’s authority to issue provisions, based on chapter 11, section 31 of the Securities Markets Act, was extended so that the FIN-FSA may in the future also issue provisions on grounds by which persons are not deemed to be acting in concert. In this respect, we aim to start updating FIN-FSA Regulations and guidelines (9/2013) Takeover bid and the obligation to launch a bid during 2025.

For further information, please contact:

Marianne Demecs, Chief Supervisor, marianne.demecs(at)fiva.fi or tel. +358 9 183 5366
Sari Helminen, Head of Division, sari.helminen(at)fiva.fi or tel. +358 9 183 5264

^{1 Regulation (EU) 2023/2631 of the European Parliament and of the Council on European Green Bonds and optional disclosures for bonds marketed as environmentally sustainable and for sustainability-linked bonds.}