Law and regulation of private placement of common stock in Bulgaria

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

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 8m 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.

For offers of securities below the above threshold of EUR 8m, if the issuer applies for the securities to be admitted to trading on the SME Growth Market beam organised by the Bulgarian Stock Exchange (BSE) or on another MTF, it must publish on its website a document prepared in compliance with the rules of the respective MTF. The operator of the MTF submits the document to the financial regulator (the Financial Supervision Commission of the Republic of Bulgaria (FSC)) before admitting the securities to trading.

For offers of securities below the above threshold of EUR 8m, if the issuer does not apply for the securities to be admitted to trading on a regulated market or on an MTF, it must publish an information document on the public offering. The information document must be submitted to the FSC before it is published. The FSC may require supplementing or revising the information contained in the document.

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.

Yes.

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

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

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

Yes, subject to complying with any requirements referred to in paragraph 3 above. In the case of a public offer, the financial adviser/placement agent should have an appropriate license.

Bulgaria has implemented the reverse solicitation provisions of MiFiD II.