Bond issuance in Slovakia

In Slovakia, the obligation to publish a prospectus does not apply to public offers whose total aggregate consideration in the European Union is below €5 million. The threshold is calculated per issuer over twelve months, rather than per issue — two smaller issues in one year are added together. We explain your issue's regime at the initial consultation.

No, and this is the most commonly overlooked preparation requirement. For the volume-based exemption under § 120(2) of Act No. 566/2001 Z. z., subsection (3) requires a document to be submitted to the National Bank of Slovakia and made available to the public. This obligation does not automatically apply to every other prospectus exemption. We determine the specific disclosure obligations according to the offering regime.

The National Bank of Slovakia treats any communication, in any form and by any means, identifying at least the type of security, issuer and price or yield as a public offer. The issuer may be apparent from the context or linked website, and the price may be indicated indirectly, for example through its calculation method. This is a lower threshold than most companies expect.

It may. If the issuer chooses its website to make bond terms available, the regulator treats publication as a public offer because it is generally accessible to a wider audience. Describing it as a private offer does not help. The method of making terms available therefore needs a deliberate decision before the website launches, rather than afterwards.

No. The regulator assesses the substance of the communication, rather than its heading — a different formal label is not decisive, and a disclaimer alone changes nothing. If a communication meets the public offer criteria, it is a public offer.

If you rely on the exemption for an offer to fewer than 150 persons, what matters is whom the offer addresses, rather than how many eventually buy. This must be unambiguous, for example by defining the recipients. If basic bond information appears on a publicly accessible page, the exemption does not apply. Offers restricted to qualified investors are assessed similarly strictly — that restriction must be clear and prominent.

Only a securities dealer or bank may place an issuer's bonds — financial agents may not provide this investment service. Resolve this before building the distribution model, as it changes the economics of the entire issue. We discuss the appropriate distribution chain at the outset.

The regulator has expressly prohibited describing corporate bond investment or its yield as guaranteed, safe or risk-free, including phrases such as guaranteed return or guaranteed profit. Equating bonds with bank deposits or government bonds, or using the names of the National Bank of Slovakia or Investment Guarantee Fund for promotion, is also impermissible. Issue marketing therefore belongs within legal preparation, rather than after it.

Making bond terms and any amendments available, submitting the terms to the central depository, duly paying returns and principal and, if provided for in the terms, convening bondholder meetings, including where one tenth of bondholders demand one. If the bonds are admitted to trading on a regulated market, regular disclosure of payment and redemption information is also required. We prepare an obligations overview tailored to your issue.

Depository fees can be calculated upfront and amount to hundreds of euros for a smaller issue. Under the CDCP tariff, assigning an ISIN together with the classification code and short issue name costs €165, and establishing the issuer register also costs €165. Both exclude VAT, which the depository adds. The fee for registering the issue itself depends on its size and the number of months to maturity, with a €150 minimum — longer maturity means a higher fee. We calculate the exact amount at the initial consultation, before you decide on the parameters.

The central depository has 30 days to process a complete request. Complete is the key word: it rejects incomplete, unclear or incorrect information and may postpone registration — with the issuer bearing resulting losses. We therefore prepare complete documents the first time. If timing becomes delayed anywhere in an issue, it is often here.

Earlier than most issuers expect. The depository will not assign issue identification codes without a valid LEI, so it must be arranged before registration. The same central depository assigns it, and this can be handled alongside document preparation — it will not delay the issue unless forgotten.

A document evidencing the issuer's intention to issue securities. The required form depends on the issuer's legal form, the powers of the deciding body and CDCP requirements; it need not always be a notarial deed. Under CDCP's terms and conditions, the relevant supporting document may also be the National Bank of Slovakia's decision approving the prospectus. We determine the required documents and any need for a notary at the outset of the preparation.

Two points that are harder to correct than enter. The commercial issue name usually includes the interest rate and maturity year. Applying before agreeing the yield with investors means a later rate change requires amendment of the assigned code's details — the amendment is included in the code fee, but lost time is not. The classification code also indicates whether the bond is secured and its ranking; if suretyship or asset security is being negotiated alongside issuance preparation, the application can easily be submitted with information inconsistent with the final structure.

Nominal value is the amount represented by one bond. Minimum investment is the smallest amount an individual investor must invest in the issue. These are two different figures, surprisingly often confused in depository documents, requiring corrections to information already filed. The distinction also has substantive effects: a minimum investment of €100,000 per investor is one route to avoiding a prospectus; a nominal value of the same amount is another.

Yes, but not unilaterally or free of charge. Bond terms can be amended only using the procedure they specify and with bondholder consent, generally at a meeting recorded in a notarial deed. Holders who voted against or did not attend may demand early redemption following a change to maturity, yield or security: you sought an extension but instead must redeem part of the issue immediately. This can be addressed upfront — the right does not apply to amendments covered by a collective action clause (CAC), but only if the clause was in the terms when the bonds were issued. Adding it later does not have this effect. The depository also charges the same for extending maturity as for registering an issue. We therefore address this possibility while drafting the terms, rather than when it arises.

Various company forms can issue corporate bonds. At the initial consultation, we assess whether your existing company is a suitable issuer or a separate issuing company makes sense, including how investors and the regulator view an issuer with no track record.

Yes. We design security, such as mortgages over real estate or intra-group suretyship, around the project structure and reflect it in the bond terms and separate documents. With intra-group suretyship, bear in mind that the market and regulator assess its value cautiously — if the issuer encounters problems, the surety will generally be affected too.

Yes, we also prepare bond issues under Czech law. If your group has companies in both countries, we help choose where to establish the issue — one firm covers both. For cross-border offers, remember that prospectus thresholds differ between Member States.