International ECM Listings Rules, Requirements & Obligations in Slovenia

The only regulated market in Slovenia is the Ljubljana Stock Exchange official market (“LJSEOM”), which is operated by the Ljubljana Stock Exchange (“LJSE”).

The LJSE trades on the Xetra electronic trading system.

The market is made up of the Standard Market segment and Prime Market segment.

Issuers in the Prime Market segment must meet higher listing standards, including capital requirements and notification obligations.

The regulated market of the LJSEOM is supervised by the Slovenian Securities Market Agency (“SMA”).

Joint stock companies (delniška družba), partnerships limited by shares (komanditna delniška družba) and European public limited liability companies.

As at 31 December 2022, no partnership limited by shares or a European public limited liability company has listed its shares on the LJSE.

The prospectus prepared and approved in accordance with the Prospectus Regulation.

There is no requirement regarding minimum assets, equity and/or working capital for the issuers on the Standard Market segment.

In the case of issues of shares on the Prime Market segment, an issuer must have minimum capital of €10 million or an equal amount in another currency.

For issues of shares on the Standard Market segment, no minimum public float is required.

The minimum public float for issues of shares on the Prime Market segment is 25%. If the minimum public float does not reach 25%, LJSE may consider this condition satisfied if it estimates that the market will work properly due to the number of the shares of the same class and the volume of shares issued to the public.

For issues of shares on the Standard Market segment there is no requirement for a track record.

In the case of an issue of shares on the Prime Market segment, however, the issuer must submit its audited annual reports for three financial years, meaning that it must have been in operation for at least three years. When deciding whether this criterion is fulfilled, any potential reorganisations (spin-off, etc.) and legal predecessors of the issuer should be taken into account.

When issuing shares on the Prime Market segment, the issuer must submit the audited annual reports for three financial years. Under certain circumstances, LJSE may grant exemptions from this requirement.

The shares must be freely transferable.

The articles of association may limit the transferability of shares made out to a name (imenske delnice) by laying down, in accordance with the Companies Act, that such a transfer is subject to approval by the company. Any decision on approval to transfer shares is generally made by the company's management.

Some other restrictions on shareholdings are also possible (e.g. that a shareholder cannot own more than a certain percentage of the shares). The justification for and compliance with those restrictions are decided by the LJSE.

There are no specific rules that require that an issuer must be independent from controlling shareholders, but any controlling shareholders must be disclosed in the prospectus in accordance with the Prospectus Regulation.

There are no lock-in requirements imposed by law or the listing rules, but contractual restrictions may apply.

There are no legal requirements for issuers established in EU Member States to appoint a Sponsor or other Financial Adviser, but it is very common for companies to hire a LJSE trading member to assist with the application for listing and ensure the fulfilment of the administrative requirements, to advise on promotion prior to the share issue process, to advise on tax and legal matters, etc. Trading members are highly recommended and sometimes even necessary in preparatory proceedings.

In cases where the issuer is established in a third country, representation by an authorised investment firm is required.

There are no legal requirements to hire a market-maker or broker for listing shares on the LJSEOM, nevertheless the sale of shares is only possible through authorised stockbrokers employed by member firms of the LJSE (brokerage houses and banks).

Advertisements, presentations to potential investors and other means of promoting an IPO are generally permitted but must be in accordance with the Prospectus Regulation.

Advertisements must be clearly recognisable as such and must indicate that a prospectus has been or will be published. Information included in an advertisement must be accurate and must not be misleading or inconsistent with the prospectus. Any information that is published concerning a public offering or an admission of securities for stock exchange trading, even if not for advertising purposes, must be consistent with the prospectus.

Depends on the complexity of each listing. The whole procedure, including the market sounding, roadshow, pitching, confirmation of a prospectus, order book filing, registration in the Slovenian Central Securities Clearing Corporation (“CSCC”), listing, etc., may take three to nine months.

The issuer may prepare a simplified prospectus in accordance with the Prospectus Regulation.

When a company issues new shares, existing shareholders generally have pre-emption rights in respect of the new shares to be issued.

Representation by a trading member of the LJSE is necessary for an issuer from a third country. Furthermore, every issuer must register its shares at the Slovenian CSCC, which is not very practical for the issuers from third countries. The Slovenian CSCC is lacking an efficient infrastructure connected to international dealings, for example Euroclear, Clearstream, etc., meaning that it makes the registration of shares of foreign companies relatively complicated.

According to the information from LJSE, the Slovenian CSCC may also check if the establishment of a foreign company is compliant with the requirements for establishing a company in accordance with the Slovenian law.

An issuer from a third country must also comply with the applicable special provisions of the Prospectus Regulation.

In practice, the most viable option for the issuers from the third countries is to use the global depositary receipt mechanism.

1. Slovenian or English; and
2. the summary must be translated into Slovenian.

Ljubljana Stock Exchange (http://www.ljse.si/)

Central Securities Clearing Corporation (https://www-en.kdd.si/)

Securities Market Agency (http://www.a-tvp.si/eng)

Regulated market.

Under Slovenian company law, the shareholders in general meeting shall decide on the following matters:

• the adoption of the annual report;
• the appropriation of distributable profit;
• the appointment and removal of the members of the supervisory board and of the board of directors;
• the granting of a discharge to the members of the management or supervisory bodies;
• amendments to the articles of association;
• measures to increase and reduce share capital;
• the dissolution and the changing of the legal status of the company; and
• the appointment of an auditor and others.

A decision to increase share capital through contributions shall require a majority of at least three-quarters of the share capital represented at the meeting, unless the articles of association stipulate a different majority being however, not less than a simple majority of the share capital represented at the meeting.

The LJSE and the Slovenian Directors’ Association have issued a Governance Code for publicly traded companies. The Code provides the companies with a framework for the governance, management and supervision of publicly traded companies. 

All shareholders must be treated equally.

A shareholder shall generally notify a company if its interest in the shares of the company reaches or exceeds the thresholds of 5%, 10%, 15%, 20%, 25%, 33.3%, 50% or 75% of all voting rights in the company or if its interest is reduced below any such threshold.

Under Slovenian company law, shareholders in a Slovenian incorporated issuer have the following basic rights:

• A shareholder or a group of shareholders holding at least 5% is/are entitled, inter alia, to:
  • file a lawsuit challenging the resolution of a general meeting on the use of distributable profit;
  • require the management board to convene a general meeting;
  • request an additional agenda item for a general meeting; and
  • bring an action requesting the court to decide on the winding-up of the company if they believe that that the company's goals cannot satisfactorily be achieved, or that other good reasons exist for the winding-up of the company.
• A shareholder or a group of shareholders holding at least 75% is/are generally entitled, inter alia, to:
  • remove the members of the supervisory board before the expiration of their term of office;
  • exclude the pre-emption rights of existing shareholders in relation to issues of new shares.
• A majority shareholder holding at least 90% of the share capital has the right to squeeze out the remaining minority shareholders.

All issuers are subject to MAR and must disclose inside information as soon as possible. Issuers can delay disclosure to protect their legitimate interests (e.g. if it would jeopardise ongoing negotiations), provided the public is not misled and the information is kept confidential.

Issuers must publish their annual reports within four months of the end of the financial year. Annual reports must include audited financial reports, business reports and a statement of the management on the accuracy of the report. An Auditor’s report must be published simultaneously. Interim reports must be published within three months of the half-year end.

All issuers are subject to MAR, which restricts directors and certain senior employees (Persons discharging managerial responsibilities (PDMRs)) from dealing in the company’s shares during “close periods” prior to the announcement of half-yearly and annual results and at any time when there exists any unpublished price-sensitive information relating to the company (whether or not the director who is proposing to deal knows of the information himself). Any dealings by such persons must be notified to the company, which must in turn announce details to the market. Companies typically adopt a share dealing code which requires PDMRs and sometimes other employees to seek clearance from the company before dealing in the company's shares.

Prospectuses and in the case of a takeover the offeror must obtain authorisation by the Slovenian Securities Market Agency of a takeover bid prior to its announcement.

The requirement for a mandatory offer under Slovenian law is triggered when the offeror alone or together with persons acting in concert with them achieve interests in shares which represent one-third or more of the voting rights in a company, or when an aggregate holding which is already over one-third is increased by 10%. The obligation for mandatory offers shall cease when the offeror, following a successful bid, has acquired shares carrying at least 75% of all of the company's voting rights.

Under the Slovenian law, a de-listing will require shareholders' approval with a majority of at least three-quarters (75%) of the share capital or higher if so stipulated in the articles of association of the company.

The decision to de-list the shares from the regulated market shall be entered in the court register and takes effect:

1. if it was adopted by a majority comprising at least 90% of the share capital of the company: on the entry of the resolution in the court register, unless the resolution provides that it shall not take effect until the expiry of a specified period after the date of entry of this resolution in the court register; or
2. in other cases, on the expiry of a period of two years from the date of entry of this resolution in the court register.

The company shall notify the LJSE or the operator of another regulated market from which the shares are de-listed of the entry of the decision to de-list the shares from the regulated market in the court register on the next working day following receipt of the court register’s decision.

The rules for non-domestic issuers are the same as for domestic issuers, however, in the case of a listing on the Prime Market segment, issuers from other EU Member States and from third countries must publicly disclose the valid and applicable provisions of company law applicable to the issuer with respect to (at least) treasury shares, repayment of paid-in amounts of share capital, profit sharing, procedures for changing the company's articles of association (charter), pre-emption rights to purchase a pro rata share of any future share issues and the removal or waiver of pre-emption rights.