Equities private placement regime in Bulgaria

1. Prospectus requirement

  • Offer to the public.
  • Admission to trading of securities on a regulated market.

2. Prospectus exemptions

Key exemptions

Offer to the public

  • Qualified Investors.
  • Less than 150 persons per EEA state, other than Qualified Investors.
  • Aggregate amount of the offer in the EU is less than EUR 1m in any rolling 12 month period. 1 The Bulgarian Parliament has recently introduced a bill to amend the Bulgarian Public Offering of Securities Act (“POSA”) to include prospectus exemptions for offers exclusively in Bulgaria with an aggregate amount of the offer of less than the BGN equivalent of EUR 3m in any rolling 12 month period. In such cases the Issuer is required to publish a simplified information document meeting the conditions set out under the POSA.

Admission to trading on a regulated market

  • Issue of new shares on a regulated market representing less that 20% of the existing issued shares of the same class in a rolling 12 month period.  

3. Ability to offer shares to

3.1 Institutional/professional/authorised investors (for example investment funds, insurers, pension funds)

Yes.

3.2 High net worth individuals 

Yes, subject to the individuals complying with the self-certification requirements as a professional investor.

3.3 Retail/public/others

Yes, subject to complying with applicable prospectus rules and publication of an approved prospectus or the exemptions set out in paragraph 2 above.

4. Can the issuer approach potential investors on their own?

Yes, subject to complying with any requirements referred to in paragraph 3 above.

5. Can the issuer's financial adviser/ placement agent approach potential investors on their own?

Yes, subject to complying with any requirements referred to in paragraph 3 above.

6. Are there any other exemptions which may be relied on?

No.