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