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In the amount of over EUR 5 million

In the case of a public offer of securities where the total selling price of the offered securities in a 12-month period exceeds EUR 5 million, the issuer may:

a) on the basis of the application of one of the exceptions from the fourth paragraph of Article 1 of Regulation 2017/1129 on the prospectus (meaning that issuer does not need to prepare a prospectus and does not need to obtain authorization from ATVP in connection with the public offer).

Pursuant to the provision of Article 75 of the ZTFI-1, the issuer must notify ATVP on the   application of any of the relevant exemptions three working days before the start of the public offer.

Does the issuer intend to place securities worth more than EUR 5 million, which were issued on the basis of the exemption from the publication of the prospectus, into trading on the organized market?
YES
NO

In this case, the issuer has no additional obligations based on ZTFI-1 and Regulation 2017/1129 on the prospectus.


Additional explanation: Based solely on the application of the exception from the fourth paragraph of Article 1 of Regulation 2017/1129, the issuer of these securities cannot or may not be included in trading on regulated market, but may be included in the MTF multilateral trading system under the operator's conditions (in this regard, see Article 29 and other Articles of ZTFI-1).



In this case, for the purposes of listing these securities, the issuer must prepare a prospectus and, in this regard, obtain the appropriate authorization from ATVP (unless, for the listing of securities for trading on regulated market, they can use one of the exceptions to the publication of the prospectus, such as specified in the fifth paragraph of Article 1 of Regulation 2017/1129 on the prospectus).


b) on the basis of the approval of the prospectus, in connection with which the issuer obtains the appropriate authorization from regulator (ATVP)


Does the issuer intend to place the securities worth over EUR 5 million, which were issued on the basis of the approval of the prospectus, into trading on the regulated market?
NO YES
In this case, the issuer has no additional obligations based on ZTFI-1 and Regulation 2017/1129 on the prospectus.
Securities issued with a value of more than EUR 5 million, based on the approval of the prospectus (acquisition of ATVP authorization for a public offer), can further be included in organized trading without an additional procedure. Namely, within the scope of the requirement and prospectus for the public offer of securities, the issuer can also announce their listing for trading on the regulated market, and the ATVP, in connection with such a prospectus, issues him an authorization for the offer of securities as well as for the listing of securities on the regulated market (ATVP decides on the above within the framework of a single authorization, with one administrative act/decision). For both steps (public offering and admission of securities to trading on a regulated market), the issuer does not need to obtain two separate authorizations (submit two separate requests and produce two separate prospectuses), but instead prepares one prospectus, in relation to which the ATVP decides in one decision about both authorizations.
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