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Czech Republic

Law and regulation of private placement of common stock in the Czech Republic

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?
Czech Republic
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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 EEA is less than EUR 1m when aggregated with other offers in the previous 12 months.

Admission to trading of securities on a regulated market – (listed shares)

  • Shares fungible with shares which, for the preceding 12 months, represent less than 20% of the total number of shares already admitted to trading on the same regulated market.

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, and local rules mostly in relation to duties/standards which apply when dealing with customers.

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

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