Certificates of approval

Practical information concerning issue of certificates of approval by the Danish FSA

In Denmark it is mandatory to publish an approved prospectus in connection with admission to trading on a regulated marked and in connection with public offering of securities exceeding EUR 8 million. This follows from the prospectus regulation, art. 3(2)(b) as well as section 10 of the Danish Capital Markets Act. Approval of the prospectus is the responsibility of the Danish FSA, cf. article 20(1).

A prospectus and any supplements approved in the home country of a company (in this case Denmark) is also valid for offering of securities to the public and admission to trading in other member states (so-called host member states). This follows from article 24(1). Article 2(n) of the regulation defines the host member state as “the member state where an offer of securities to the public is made or admission to trading on a regulated market is sought, when different from the home Member State”. This may for instance be a Danish company wanting to make an offer in Sweden.

The competent authority in the home member state does not undertake any procedures and approval of prospectuses approved by the competent authority in the home member state. However, article 24(1) requires that ESMA and the competent authority in each home member state receive a notification – a so-called certificate of approval – from the home member state approving the prospectus. The certificate of approval confirms that the prospectus (or supplement) has been approved in the home member state in accordance with the prospectus rules.

The procedure for certificates of approval is found in article 25 and means that, at the request of the issuer or the person responsible for drawing up the prospectus, the FSA (as the competent authority in the home member state) prepares a certificate of approval. The FSA makes the certificate of approval available to the competent authority in the home member state via ESMA’s reporting system PRIII as well as to the issuer or the person responsible for drawing up the prospectus. The same procedure is followed for supplements, if any.

Requirements to the request

The competent authority in the home member state may request translation of the prospectus or of the summary.

Language requirements are stated in the following document: Languages accepted for scrutiny of the Prospectus and translation requirements for Summaries (europa.eu)

It is, moreover, the responsibility of the issuer or the person responsible for drawing up the prospectus/supplement to forward the documents electronically to the FSA. 

The following information must be forwarded to the FSA when the FSA is to issue a certificate of approval:

  • Name of the competent authority in the home member state to which the prospectus/supplement is to be passported
  • Name of issuer
  • Issuer of LEI
  • Issuer address
  • Type of securities
  • Reference to annexes used
  • Name of guarantor, if any
  • Omissions in the prospectus, if any
  • Date of approval of prospectus/supplement

The information must be emailed to: prospekter@ftnet.dk

The competent authority of the home member state publishes all approved prospectuses. In order to see the certificates of approval received by the FSA, we refer to ESMA’s register. In this it is possible to sort with Denmark as “Host Member State” and choose “Passported” to get a list of certificates of approval for the period selected.