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Slovenia

Law and regulation of private placement of common stock in Slovenia

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?
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1. Prospectus requirement

  • Offer to the public.
  • Admission to trading of securities on a regulated market - Listing on the Official Market (borzni trg) of the Ljubljana Stock Exchange.

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 3m in a rolling 12 month period.

Where an issuer is to utilise any of these exemptions it must notify the Securities Market Agency, that it is doing so.

Admission to trading of securities on a regulated market – Listing

  • Admission to trading of new shares on a regulated market representing less than 20% of the existing issued share capital on a 12 month rolling basis.

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?

The financial adviser/placement agent should have an appropriate license and must comply with applicable prospectus rules or the exemptions set out in paragraph 2 above.

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

No special exemptions are available, but generally a prospectus is not required in the case of reverse solicitation, as long as the criteria for a public offer are not fulfilled.