In connection with the publication of a package of EU regulations concerning public capital markets and increasing their attractiveness, specifically Regulation (EU) 2024/2809 of October 23, 2024, which amends Regulations (EU) 2017/1129, (EU) No. 596/2014, and (EU) No. 600/2014, which includes the amendment to Regulation (EU) 2017/1129 on prospectuses, the exemption from the obligation to publish a prospectus in Article 1 (3) of the relevant regulation has been revoked, effective December 4, 2024, known as the "de minimis" exemption. This exemption allows issuers of small securities offerings, i.e., public offers of securities with a total consideration value in the EU of less than €1 million, to avoid the obligation to publish a securities prospectus, significantly reducing the regulatory burden associated with preparing a sub-threshold issuance, and is therefore widely used in practice. The regulation has set a new "de minimis" threshold of €12 million, while member states have the option to reduce this amount to €5 million within national legislation. However, this new threshold of €12 million will only take effect on June 5, 2026. This gives rise to the legal basis of the legislative issue that has arisen. During the transitional period, the national regulation of blanket exemptions is to apply; however, in the Czech Republic, we do not have such a blanket exemption established by the Capital Market Business Act No. 256/2004 Coll. or any other law.
In accordance with the purpose and intent of both European and national legislation, the Czech National Bank (ČNB) clarified in its opinion regarding the "de minimis" exemption from the obligation to publish a prospectus during a public offering of investment securities how to proceed from December 4, 2024. The ČNB concluded that"Given the purpose of the prospectus regulation amendment, the ČNB will continue to accept public offerings up to €1 million without the publication of a prospectus until the new limit is set after the full effectiveness of the prospectus regulation amendment (or national adaptation, if it occurs earlier)."“.
Sečteno a podtrženo, ČNB bude nadále uplatňovat osvobození od povinnosti sestavit a uveřejnit prospekt cenných papírů pro veškeré veřejné nabídky pod 1 mil. EUR, a to do 5. června 2026, nebo do případné dřívější či jiné úpravy limitu v rámci národní legislativy. Od 5. června 2026 pak platí limit 12 mil. EUR s tím, že Česká republika může – na úrovni zákona – snížit tento limit na 5 mil. EUR.