Prospectuses of Securities
On the 23rd of June 2005 the Seimas adopted the Law Amending and Supplementing the Law on Securities Market No X-270 (State gazette “Valstybės žinios“ No 84-3108). Instead of the former obligatory registration of securities, the Law imposes an obligation to approve (in cases provided for by the Law on Securities Market) a prospectus – a document intended for investors and general public and containing the main information on the issuer and its securities that are offered to the public or are admitted to trading on a regulated market. The Law lays down requirements for the preparation, approval and announcement of the prospectus that shall be complied with in cases where securities of the issuer, the registration state whereof is the Republic of Lithuania, are intended to be offered to the public or admitted to trading on a regulated market in the Republic of Lithuania and / or another member state of the European Union. In case the Republic of Lithuania is not the state of registration of the issuer, the requirements provided for by the Law shall be complied with if securities of the issuer are intended to be offered to the public or admitted to trading on a regulated market of the Republic of Lithuania.
Amendments of the Law on Companies
On the 23rd of June 2005 the Seimas adopted the Law Amending Articles 13, 44, 46, 48, 55, 72 and 74 of the Law on Companies No X-271 (State gazette “Valstybės žinios“, 2005, No 84-3109). Thereby provisions of the Law on Companies have been harmonized with the Law Amending and Supplementing the Law on the Securities Market. It was laid down that the order for subscription, price fixing and payment for the shares issued to increase the share capital and distributed by technical means of the operator of the regulated market shall be established by the Securities Commission. It must be noted that according to the Law a share subscription agreement shall indicate the date and number of the approval of the prospectus of a public limited liability company (in case the prospectus shall be approved by the Securities Commission) instead of the date and number of registration of shares of the company. The Law also establishes that instead of the former obligatory registration of shares (in case of reorganization of a private limited liability company or any other form legal person provided for by the laws into a public limited liability company) the Securities Commission shall approve the prospectus of shares in cases and order provided for by the laws regulating the securities market. Amendments also annulled the function attributed to the liquidator’s capacity – to apply to the Securities Commission asking to repeal the registration of shares. In order to harmonize the terms used in the Law with the terms used in the Law Amending and Supplementing the Law on Securities Market, respective terms have been changed (e.g., "securities market" into "operator of the regulated market", "debt securities" into "non-ownership securities", etc.).
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.