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Capital Markets Act Amendments

Capital Markets Act Amendments

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On 22nd February 2020 amendments of Capital Market Act in Croatia came into force.

Please find below the major changes:

  • Introduction of new thresholds for which an approval of the regulator is needed in case of an acquisition or disposal of shares in the investment company. Consent of the regulator is now needed if following the acquisition or disposal of shares in the investment company thresholds of 10%,20%, 30% or 50 % of shareholding in the investment company are reached, surpassed or fell below,  or in case that following an acquisition or disposal of shares in the investment company, the investment company becomes or ceases to be a daughter company of such person acquiring of disposing of shares;
  • New activity of investment companies is introduced. Investment companies holding an investment licences can now provide services of Servicers pursuant to EU Securitisation Regulation (Regulation (EU) 2017/2402 );
  • Capital markets intermediaries may now become private persons doing the activity as a profession. Before the amendments, capital markets intermediaries could have only be incorporated as limited liability companies or companies limited by shares;
  • Introducing new exception in relation to the obligation to publish a prospectus pursuant to the EU Prospectus regulation (Regulation (EU) 2017/1129). Offers of securities to the public are now exempt from the obligation to publish a prospectus if the consideration of each such offer in the Union is less than a monetary amount calculated over a period of 12 months which does not exceed EUR 8. 000.000. Previous threshold was set to EUR 5.000.000. For the offers of securities to the public in range from EUR 4.000.000 – 8.000.000 Information Memorandum should be made available to the investors prior to the beginning of the offer. Form and content of the Information Memorandum shall be regulated in a separate bylaw;
  • Introducing new sanctions in relation to the penalties arising out of breach of obligations in connection to offer of securities to the public;
  • Granting additional powers to the regulator -CFSSA, in relation to the public companies.

By Silvije Cipcic-Bragadin, Partner, Cipcic-Bragadin Mesic and Associates

Cipcic-Bragadin Mesic & Associates at a Glance

Čipčić-Bragadin Mesić & Associates is one of the leading law firms in Croatia that serve companies, credit & financial institutions and public entities. We have been recommended and recognized as the legal experts and service leaders by many leading international legal guides for more than 15 consecutive years. With roots dating from 1928. we now probably have more tradition, experience and market presence than almost any other law firm in Croatia. We work closely with the leading international law firms and consultants so we’re able to manage complex, cross-border projects and deals seamlessly and successfully. Around 85% of our clients are international enterprises doing business in Croatia. List of our clients include some of the world-renowned companies such as Amazon Europe Core, China Machinery Engineering Corporation, Tate & Lyle, Nafta a.s., Unilever Croatia, Unilever Hungary, Lenovo, Innoenergy CE, Flixmobility, Flixbus CEE South, Okoenergie Group, CTC Holding, Bunge Limited, Chipita, Rolls-Royce, Canvas Holidays, Vacalianselect, Redgate Software, Red gate Investment, Yahoo!, Aston Martin Lagonda, Domino Printing UK, Domino Printing Sciences, Goldman Sachs, Deutsche Bank, Barclays Bank, HSBC, State Street Bank, Citigroup Global Markets, Credit Suisse, Bank of America Merill Lynch, Standard Chartered, Och-Ziff Capital Management, Amundi Asset Management, Altima International, Red Arc Global Investments, SMBC Nikko Capital Partners, Royal Bank of Scotland, Morgan Stanley International, J.P. Morgan group, Allianz Global Investors, Schroders, Macquarie Bank, Digital Finance International, Winton Capital Management, Citibank, Invesco Asset Management Österreich, Croatian Pension Investment Company, Unicredit Bank AG etc. We enjoy learning about our clients’ businesses and want to understand them completely so we can provide the best possible and complete service.

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Firm's website: cipcic-bragadin.com