5.10 Shares as a Source of Cash 229territories without prior publication of a prospectus and that (b) Member States
shall ensure that any admission of securities to trading on a regulated market
situated or operating within their territories is subject to the publication of a
prospectus.^469
The prospectus may not be published until it has been approved by the
competent authority of the home Member State according to the home-country
principle.^470 The home Member State means usually the Member State where the
issuer has its registered office.^471
For this reason, Ahlstrom had to draft a prospectus before making the IPO and before
shares issued by it could be admitted to trading on the Helsinki Stock Exchange.
In the EU, the contents of regulated prospectuses are, to a large extent, based on a
Regulation implementing the Prospectus Directive.^472 The Prospectus Regulation:
specifies the contents of prospectuses (which can be drawn up either as a single
document or composed of three separate documents); lays down rules on the
publication of the additional information which the Prospectus Directive requires
to be published outside the prospectus itself; sets out the conditions issuers must
meet when making information available by referring (in the prospectus) to other
documents published previously or simultaneously; and includes requirements on
how such documents must be published and advertised (in order to ensure that
interested parties have adequate access to the prospectus).
Where the issuer or offeror has provided material information to qualified
investors or special categories of investors in the context of meetings relating to
the offer or otherwise, the same information must be included in the prospectus or
in a supplement to the prospectus.^473
In the Ahlstrom IPO, the Offering Circular that was originally confidental and distributed to
banks and institutional investors was thereafter made available to all investors.
Publication of a prospectus. The Prospectus Directive and implementing
legislation set out how a prospectus can be published once approved.^474
Drafting of advertisements and information concerning the offer. All
information concerning the IPO disclosed in an oral or written form must be
consistent with that contained in the prospectus.^475 Advertisements must state that a
(^469) Articles 3(1) and 3(3) of Directive 2003/71/EC (Prospectus Directive).
(^470) Articles 3(1) and 13(1) of Directive 2003/71/EC (Prospectus Directive).
(^471) Articles 2(1)(m)(i) of Directive 2003/71/EC (Prospectus Directive).
(^472) Regulation 809/2004 implementing Directive 2003/71/EC as regards information con-
tained in prospectuses as well as the format, incorporation by reference and publication
of such prospectuses and dissemination of advertisements.
(^473) Article 15(5) of Directive 2003/71/EC (Prospectus Directive).
(^474) Article 14 of Directive 2003/71/EC (Prospectus Directive).
(^475) Article 15(4) of Directive 2003/71/EC (Prospectus Directive).