Legal Updates

Finland extends the scope of tender offer regulations and major holdings notification thresholds to apply to companies listed on MTFs

Amendments to the Finnish Securities Market Act extending the tender offer and shareholder disclosure obligations to apply to shareholders investing in companies listed on Finnish multilateral trading facilities (MTFs) were approved on 22 March 2024. Accordingly, regulations previously applicable only with regard to investments in companies listed on a regulated market regarding the disclosure of major holdings, as well as public tender offers, are extended to apply also to MTFs. Currently, First North Finland is the only MTF in Finland.

The key amendments to the Finnish Securities Markets Act include:

Tender Offer Regulations
  • The rules on voluntary and mandatory public tender offers are extended to apply to securities traded on MTFs. Offerors will be subject to formalised disclosure obligations with disclosures requiring approval from the Finnish Financial Supervisory Authority (FFSA). Further, the obligation to make a mandatory takeover bid applies if a threshold of 30% or 50% of the total voting rights of the MTF listed target company is met.
Shareholder disclosure rules (notification of major holdings)
  • Notification of major holdings will be required for significant ownership and voting interests in companies traded on MTFs.
  • A shareholder must notify the MTF listed target company and the FFSA if their ownership or voting rights reach, exceed or fall below 5, 10, 15, 20, 25, 30, 50 or 90 per cent, or two-thirds, of the target company’s voting rights or shares.

The aim of the amendments is to enhance investor protection and market transparency for companies traded in the First North Finland marketplace. However, these amendments will increase the regulatory burden of investors investing in First North Finland listed companies and represent a departure from the more uniform disclosure rules applicable on the other First North marketplaces in Sweden, Denmark and Iceland.

The amendments to the Finnish Securities Markets Act will become applicable after a three-month transitional period, which is expected to end in early autumn 2024.