Introduction

1. 13.1 The previous Swedish legislation concerning the prospectus for the public offering of securities was regulated in several different laws. With the Prospectus Directive the Swedish legislator substantially revised the legislation and from 1 January 2006 all rules concerning prospectuses are to be found in the Swedish Securities Trading Act (lag om handel med finansiella instrument [nr 1991:980 as amended]).

Competent authority

1. 13.2 With the changes in the Swedish Securities Trading Act only one competent authority supervises the public offering of securities, i.e., the Swedish FSA (Finansinspektionen), while in the past the approval was shared between the different stock exchanges in Sweden and the Swedish FSA. Although the Prospectus Directive contains a right for the competent authority to delegate some powers to other organs, this power was not used by the Swedish legislator to delegate powers from the Swedish FSA.

Procedure of prior approval and appeal

1. Obligation to publish a prospectus

2. 13.3 The Swedish Securities Trading Act (the ‘SSTA’) requires a prospectus to be published whenever a negotiable instrument is to be offered to the public or is to be traded on a capital market unless particular exemptions apply (ch. 2 §1; hereafter 2:1 and so forth). In accordance with the preliminary workings which preceded the legislation, a prospectus has to be published whenever a negotiable instrument is intended for public circulation. A negotiable instrument should be considered to be intended for public circulation if it is constructed in such a way that it easily and simply can be negotiated on a regulated market. This also means that other negotiable instruments, for instance shares in private companies and such fi nancial instruments which cannot be transferred, are not covered by the Prospectus Regulation.

3. […]