The New Prospectus Regime – Slovenia

On 22 October 2019, the Slovenian National Assembly adopted the amended Market in Financial Instruments Act (the Act). The Act comes into force on 20 November 2019 and has been adopted mainly due to the new underlying European legislative framework. Namely, the Prospectus Regulation (fully effective as of 21 July 2019) replaced the Prospectus Directive and its implementing laws. The Act carries a more limited scope than its predecessor, given that it may not be considered as an implementing, but rather as an EU-regulation-integrating instrument.

The aspects of the prospectus summary and the disclosure of the risk factors are to be considered as particularly amended under the new prospectus regime. Issuers of equity and non-equity securities on a continuous basis may use the universal registration document. Qualifying issuers, including SMEs, will be allowed to prepare a simplified prospectus. The exemption regime has been changed, now allowing the offering of securities of up to EUR 3 million without a prospectus in Slovenia.

By: Suzana Bončina Jamšek, Partner