A public offer is any communication in any form or by any means containing at least the type of security, the issuer and the price or return. The issuer may be apparent from the context or a linked website; the price may be indicated indirectly, for example through its calculation method. The National Bank of Slovakia assesses content rather than the heading, so the threshold is lower than most issuers expect.
What must a communication contain to be a public offer?
Under the Prospectus Regulation, a public offer is a communication to persons in any form and by any means presenting sufficient information on the terms of the offer and the securities offered to enable an investor to decide to purchase or subscribe for them. The National Bank of Slovakia elaborates on this in its guidance on public offers of securities and considers three pieces of information sufficient:
- Type of security: the designation alone, such as “bond” or “share”, is enough.
- Issuer: it is sufficient if the issuer is apparent from the communication’s context or a website it links to.
- Price or return: indirect information also suffices, such as the pricing method or a link to a page with further information.
The NBS considers these three items sufficient to attract an investor’s interest. Publishing the full parameters of an issue is therefore unnecessary: considerably less is enough.
Content is assessed, rather than the document’s title
The NBS primarily assesses a communication in substance, based on its content. Giving it a different formal title is not decisive. “Investment opportunity”, “information for partners” and “project presentation” are therefore not categories that remove an offer from the regime. What the text says determines the outcome.
A communication is also treated as a public offer regardless of who publishes it: the issuer, offeror, person seeking admission to a regulated market or someone else. If an intermediary or media partner describes your issue in this way, the consequences affect the issue.
Why it matters
If the offer is public and no exemption applies, securities may be offered only after prior publication of an NBS-approved prospectus. Whether your communication is a public offer therefore determines the documentation required, the budget and whether the issue will be ready in six weeks or six months.
If you rely on an exemption, see also when the exemption for fewer than 150 investors does not work and why calling it a private offer is not enough. Our bond issuance in Slovakia service describes the full preparation process.
This answer provides general information on the law as at 9 August 2026. It does not constitute legal services or replace an assessment of an individual case. The details of your situation may differ. Book a consultation to discuss them.
