232 5 Equity and Shareholders’ Capital
The issuer was identified as the party responsible for the Offering Circular.^481 However,
the liability of the issuer was limited in two ways. (a) It was de facto limited through terms
that sought to dilute the legal relevance of information contained in the Offering Circular.
(b) In addition, the issuer could benefit from provisions of Finnish law according to which
it is very difficult to make the issuer liable to subscribers of shares. The Offering Circular
contained a choice of law clause according to which the Offering was governed by Finnish
law, and the issuer was a company incorporated in Finland and thus governed by Finnish
company laws. The Offering Circular did not contain any rules that would have restricted
the application of provisions of Finnish law as regards liability for omissions or
misstatements in prospectuses.
Without being identified as responsible for the Offering Circular, several persons
signalled that they had verified its contents or information on which it was based. They
included the board of directors of the issuer as well as auditors that had submitted reports to
the issuer’s shareholders.
Waivers in the prospectus. The prospectus typically contains the same waivers as
the offering circular. A prospectus intended to fulfil all requirements set out in the
Prospectus Directive and implementing legislation will not contain any references
to exemptions under the Prospectus Directive.^482
In the Ahlstrom IPO, the prospectus was drafted in connection with an offer of shares to the
public. Unlike the Offering Circular, the prospectus contained no references to exemptions
under the Prospectus Directive.
Commencement of the Institutional Offering. The Prospectus Directive does not
set out when an offering which does not fall within the scope of the Directive may
commence. For example, the Prospectus Directive does not require an offering
circular used instead of a prospectus to be approved by the supervisory authority.
In practice, this means that an institutional offering may commence before a retail
offering.
In the Ahlstrom IPO, the Institutional Offering commenced on 27 February 2006 and ended
on 13 March 2006.
Applying for a listing. If the Prospectus Directive does require the publication of a
prospectus, it must be submitted to the competent authority for approval.
After the approval of the prospectus by the competent authority (in the
Ahlstrom IPO, the Finnish Financial Supervision Authority), Ahlstrom could
apply for the admission of its shares to official listing on the Helsinki Stock Ex-
change. The competent authority to decide on admission to listing^483 was the board
of the Helsinki Stock Exchange. One of the conditions of admission to listing was
(^481) Persons responsible would have been identified in a regulated prospectus under the Pro-
spectus Directive. Article 6(1) of Directive 2003/71/EC (Prospectus Directive).
(^482) See Article 3 of Directive 2003/71/EC (Prospectus Directive).
(^483) Articles 11 and 105 of Directive 2001/34/EC (Listing Directive); Article 48 of Directive
2004/39/EC (MiFID).