Rights issue without a prospectus – Listing Act streamlines the arrangement of the share issue
The EU has recently eased its regulatory framework to enhance Europe's competitiveness, stimulate economic growth, and make capital markets more attractive. One of the recent changes is the amendment to the Prospectus Regulation in the Listing Act, which came into effect in December 2024.
Previously, in rights issues of established listed companies, comprehensive information about business, markets and strategy had to be provided in a Prospectus, just as in the case of companies issuing shares for the first time (IPOs). Following the recent changes to the Prospectus Regulation, established listed companies can now, under certain conditions, offer securities by publishing a light exemption document. This short document includes information on the terms and conditions of the issue and issuer’s risk factors, making preparation significantly faster and cheaper – and it does not require a review or approval by the Financial Supervisory Authority.
Lighter documentation makes it easier to raise capital for growth companies and speeds up the arrangement of issues. The change will also affect communications related to the offerings: whereas previously extensive Prospectuses with market, strategy, and business descriptions defined a precise framework for communications, under the new light exemption document, the communication and marketing related to the offering will rely on prior Prospectuses, financial reports, and company releases.
Bioretec Oy, listed on the First North Growth Market Place, is the first Finnish company to benefit from the recent amendments to the Prospectus Regulation. Bioretec, a manufacturer of bioabsorbable orthopaedic implants, arranged a rights issue in June 2025, publishing an 11-page Exemption Document instead of a full Prospectus. The rights issue was oversubscribed, raising approximately EUR 9.2 million in gross proceeds to accelerate the company’s growth. Bravura acted as Bioretec Oy’s investor communications partner and was also the communications advisor to the rights issue.
The idea behind the change is that the information and investor story previously published by a listed company includes, supplemented with the exemption document, all the information relevant to the investor when arranging a new offering. The regulatory easing is a welcome development, especially for private investors, as it may increase the popularity of rights issues over directed offerings.
