Prospectuses

Rules on public offerings and the admission of securities to trading can be found in Act no. 14/2020 on Prospectus for Public Offering or Admission to Trading on a Regulated Market, which implemented the Regulation of the European Parliament and of the Council (EU) 2017/1129 on Prospectuses to be published when securities are issued and offered to the public on a regulated market, and repealing Directive 2003/71/EC. Further details on the regulation can be found in Commission Delegated Regulation (EU) 2019/980, which was implemented with Regulation 274/2020, on the implementation of the Commission Delegated Regulation (EU) as regards the format, content, scrutiny and approval of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and Commission Delegated Regulation (EU) 2019/979 as it has been amended with Commission Delegated Regulation (EU) 2020/1272, which was implemented with Regulation no. 1590/2021, on Key Financial Information in the Summary of a securities Prospectus, the Publication and Classification of Prospectuses, Advertisements for Securities, Supplements to a Prospectus, the Notification Portal, and Notification of a Public Offering.

The Financial Supervisory Authority of the Central Bank of Iceland also complies with the following ESMA guidelines:

• ESMA Guidelines on Risk factors under the Prospectus Regulation

• ESMA Guidelines on disclosure requirements

• ESMA update of the CESR recommendations (Paragraphs 128-145)

• ESMA Guidelines on Alternative Performance Measures

The above rules assume in most cases that the first step in a public offering and admission of securities to trading in a regulated securities market is to obtain a confirmation of the prospectus from the Financial Supervisory Authority of the Central Bank of Iceland (FSA). The Financial Supervisory Authority recommends that parties interested in conducting a public offering or having their securities admitted to trading on a regulated securities market familiarise themselves with these rules in order to obtain the necessary information and thereby speed up the process of the application in question.

Certain requirements also apply with regard to the minimum information for a specific document that must be published due to an exemption from a prospectus in connection with a takeover by swap auction, merger or unbundling, cf. Regulation 1515/2021, which implemented Commission Delegated Regulation (EU) 2021/528.

There is no need to issue a prospectus in cases where there is a public offering of securities where the total amount of the offering over a 12-month period is less than the equivalent of EUR 7,999,999 in Icelandic krónur, provided that there is no intention to admit the securities to trading on a regulated market. Special attention is drawn to the fact that the Financial Supervisory Authority must be notified in the case of a public offering of securities when its value is in the range of EUR 1,000,000-7,999,999. The notification shall be sent to the Financial Supervisory Authority two weeks before the scheduled auction, cf. Article 3 of rules no. 1590/2021 on the Key Financial Information in the Summary of a Prospectus, the Publication and Classification of Prospectuses, Advertisements for Securities, Supplements to a Prospectus, the Notification Portal, and Notification of a Public Offering.

Qualified investors

Issuers are not obliged to issue a prospectus if the auction is exclusively for qualified investors. The definition of qualified investors is intended to distinguish those parties who are generally considered to have sufficient knowledge and experience to be able to participate in auctions without a specific prospectus, but it can be found in Article 2 (e) of the Regulation of the European Parliament and of the Council (EU) 2017/1129, on a prospectus to be published when a public offering of securities is called or they are admitted to trading on a regulated market and repealing Directive 2003/71/EC.

Financial undertakings maintain a list of qualified investors.