The Slovenia Securities Market Agency published a warning on the use of the prospectus exemption in Article 72 of the Financial Instruments Market Act (ZTFI-1), clarifying that the EUR 5 million threshold exemption must be applied on a standalone basis and cannot be combined with other prospectus exemptions for the same securities offer. Article 72 ZTFI-1 implements Article 3(2) of Regulation (EU) 2017/1129 (Prospectus Regulation), under which no prospectus is required for public offers where the total consideration in the EU over a 12-month period is below EUR 5 million. The agency notes that, although exemptions can sometimes be combined, Article 1(6) of the Prospectus Regulation explicitly limits permissible combinations to exemptions under Article 1(4) and Article 1(5), so the Article 3(2) exemption cannot be used together with any Article 1(4) exemption in a single offer.
Slovenia Securities Market Agency 2025-04-25
Slovenia Securities Market Agency warns the EUR 5 million prospectus exemption cannot be combined with other exemptions
The Slovenia Securities Market Agency issued a warning regarding the prospectus exemption in Article 72 of the Financial Instruments Market Act, emphasizing that the EUR 5 million threshold must be applied independently and not combined with other exemptions for the same securities offer. This clarification aligns with Article 3(2) of the EU Prospectus Regulation, which restricts combining exemptions to those under Article 1(4) and Article 1(5).