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Croatia

Law and regulation of private placement of common stock in Croatia

Table of contents
  1.  Prospectus requirement
  2. Prospectus exemptions
  3.  Ability to offer shares to
    1.  Institutional/professional/authorised investors (for example investment funds, insurers, pension funds)
    2.  High net worth individuals 
    3. Retail/public/others
  4.  Can the issuer approach potential investors on their own?
  5.  Can the issuer's financial adviser/ placement agent approach potential investors on their own?
  6.  Are there any other exemptions which may be relied on?
Croatia
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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 8m (or equivalent in Croatian Kuna (HRK)) which is calculated over a period of 12 months. In this case the issuer must notify the Croatian financial services supervisory agency, HANFA, that it is using the exemption immediately after it decides to do so and not later than 3 working days before the commencement of the offer in Croatia.
  • If the aggregate amount of the offer in the EU is between EUR 4m and EUR 8m (or equivalent in HRK) over a period of 12 months and no other exemptions under the Prospectus Regulation apply, the issuer and/or offeror is obliged to prepare an Information Document in the Croatian language and make it available to investors and the public in advance of and at the latest at the beginning of the offer.

Admission to trading on a regulated market – Listing

  • Securities fungible with securities already admitted to trading on the same regulated market, provided that they represent, over a period of 12 months, less than 20% of the number of securities already admitted to trading on the same regulated market.
  • There are a number of other exemptions available, most of them however require the submission of a document equivalent to a prospectus.

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 complying with applicable prospectus rules or the exemptions set out in paragraph 2 above.

3.3 Retail/public/others

Yes, subject to complying with applicable prospectus rules or the exemptions set out in paragraph 2 above.

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

Yes, subject to complying with applicable prospectus rules or the exemptions set out in paragraph 2 above.

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

Yes, subject to complying with applicable prospectus rules or the exemptions set out in paragraph 2 above.

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

Yes, there is a reverse solicitation exemption applicable under Croatia law.