Equities private placement regime in Poland

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 2.5m on a 12 month rolling basis. For offers with a value not lower than EUR 1m but lower than EUR 2.5m, the issuer must make a memorandum available complying with the disclosure requirements in the legislation. For offers with a value not lower than EUR 100,000 but lower than EUR 1m, the issuer must publish a document containing the following:
    • essential information about the issuer;
    • conditions and rules of the offer (securities being offered, use of proceeds, significant risk factors, declaration by issuer on responsibility for informaiton in the document); and
    • statement that information is true, reliable and in accordance with the facts.   

Admission to trading of securities on a regulated market

  • Admission to trading of new shares on a regulated market representing less than 20% of the existing issued share capital 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 complying with prospectus rules or the exemptions set out in paragraphs 2 above.

3.3 Retail/public/others

Yes, subject to complying with 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 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, the financial adviser/placement agent should have an appropriate license and must comply with the prospectus rules or subject to the exemptions set out in paragraph 2 above.

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

Poland has implemented the reverse solicitation provisions of MiFiD II and there are limited exemptions available for one-off communications (however these are strictly interpreted and need to be considered on a case-by-case basis).