What matters is who the offer is addressed to, rather than how many people ultimately buy the bond. The communication must clearly show that it targets no more than 149 persons, for example by defining the recipient category. If basic bond information is published on a publicly accessible website, the National Bank of Slovakia treats it as a public offer requiring a prospectus. Saying the page serves only investors already contacted does not satisfy the exemption.
Count offer recipients, not purchasers
The Prospectus Regulation exempts an offer addressed to fewer than 150 natural or legal persons per Member State, other than qualified investors, from the prospectus publication requirement. The exemption serves proportionality: preparing a prospectus would impose an excessive burden for a small audience. A recital gives the example of an offer addressed to a limited number of relatives or personal acquaintances of company managers.
In its guidance on public offers of securities, the National Bank of Slovakia emphasises that the number of people who acquire the offered security is irrelevant to assessing the exemption. The relevant question is who receives the offer. The communication must clearly show that it targets only 149 persons. This can be achieved, for example, by defining a category or group of recipients that meets the exemption.
Where the exemption is most often lost
A typical scenario: the issuer directly approaches a small group of investors but also publishes basic issue information on a publicly accessible page for orderly recordkeeping, existing investors or transparency. That step defeats the exemption.
If basic security information — type, issuer, price or return — appears on a website accessible to the public, the NBS treats it as a public offer requiring publication of an approved prospectus unless another exemption applies. It expressly adds that claiming the page provides basic information to investors already contacted does not satisfy the exemption, because the information is available to a wider audience.
If the communication links to a page with further offer information, access must be technically restricted so that no more than 149 persons can view it, and this must be apparent from the communication.
Practical consequences for issue preparation
The limited-audience exemption is an operational arrangement: a controlled recipient list, individual delivery, restricted document access and records of what was sent to whom. If the issue relies on it, these arrangements must be in place before the first approach.
See also whether publishing terms and conditions online is a public offer and when a bond offer is a public offer.
See the scope and process of our bond issuance service in Slovakia.
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.
