The communication must unambiguously state that the public offer is exclusively for qualified investors, using wording that leaves no room for conflicting interpretations and presentation that makes it stand out. The exemption applies only to that offer: for a subsequent sale or admission to a regulated market, the prospectus requirement and any applicable exemption must be assessed afresh.
It must be visible, not merely mentioned
An offer of securities exclusively to qualified investors is one of the exemptions from publishing an approved prospectus. However, the National Bank of Slovakia’s guidance on public offers of securities imposes two specific labelling requirements:
- The communication must state that the public offer is intended exclusively for qualified investors, in wording that does not allow ambiguous interpretations.
- This information must be presented so that it stands out from the rest of the communication.
A statement hidden in a footer, footnote or disclaimer paragraph does not meet this requirement. The reader should see it before engaging with the offer.
The exemption attaches to the offer, not the security
Another frequently overlooked point is that the exemption concerns a specific offer. Under Article 5(1) of the Prospectus Regulation, every subsequent resale is assessed as a separate offer: it must be determined afresh whether it constitutes a public offer and whether it qualifies for an exemption under Article 1(4). For admission to a regulated market, the exemptions under Article 1(5) are assessed separately. A prospectus may be required, but it is not mandatory for every subsequent resale or admission.
If an issuer places an issue with qualified investors without a prospectus and later considers broader distribution or admission to a regulated market, the prospectus requirement must be reassessed in light of that specific next step. When planning an issue, it is therefore worth deciding what should happen to the bonds at the next stage.
Exemptions can be combined
The Prospectus Regulation permits exemptions to be combined if their conditions are met simultaneously. A single offer may therefore target qualified investors, investors acquiring at least EUR 100,000, the issuer’s employees and a limited number of other non-qualified investors not exceeding 149 persons, while remaining exempt from prospectus publication. Each exemption relied upon must independently satisfy its requirements.
See also when the exemption for fewer than 150 investors fails and why calling it a private offer is not enough.
See the scope and process of our bond issuance service in Slovakia.
This answer provides general information on the law as at 10 September 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.
