5 - Estonia

Summary

Introduction

1. In Estonia, the Estonian Securities Market Act (hereinafter ‘SMA’) is the main legal act providing, inter alia, the general rules on public offers (including prospectuses), takeovers, market abuse, provision of investment services, activities of investment firms, regulated markets and exchanges, as well as supervision of the market participants. The previous European rules on prospectuses specified in the directives 2001/34/EC and 89/298/EEC (see Chapter 1, No. 3) were also implemented into Estonian law by incorporation of the relevant rules to the SMA.

In view of the previous legislative tradition, no separate act implementing the Prospectus Directive (hereinafter also ‘Dir.’, ‘the Directive’, please see Annex I) was adopted in Estonia. The Prospectus Directive was implemented into Estonian law (i) by amending the SMA and (ii) by the Minister of Finance adopting two regulations specifying the rules on prospectuses provided for in the SMA. There was a short delay in implementing the Directive. The respective amendments to the SMA came into force on 15 November 2005 instead of 1 July 2005, as provided for in the Directive. The Minister of Finance adopted its Regulation No. 90 on ‘Procedure and Conditions with Regard to Exceptions on the Information and Data Published in a Prospectus’ (hereinafter the ‘Omissions Regulation’) on 27 December 2005 and Regulation No. 4 on “The Requirements for the Prospectuses Pertaining to Public Offer, Trading and Listing of Securities” (hereinafter the ‘Regulation on the Prospectus Requirements’) on 9 January 2006.