Introduction

1. Taking as its point of departure the implementation of the Prospectus Directive, the Danish prospectus regime was substantially revised with effect from 1 July 2005.

Today, the Danish prospectus regime consists of three tiers, of which only Tier 1 is a direct consequence of the implementation of the Prospectus Directive. Figure 1 below illustrates the three current tiers of the Danish prospectus regime.

The Tier 2 legislation encompasses the ‘smaller unlisted offerings’ and is based on the Danish legislator's desire to ensure investors in these offerings a minimum standard of protection. The legislation is to a large extent similar to that of Tier 1. However, since it is not based on the Prospectus Directive there are certain differences, i.e. the passporting regime is inapplicable to Tier 2-offerings and the Danish Financial Services Authority (Finanstilsynet, the ‘Danish FSA’) is not bound by the EU interpretation of the Prospectus Directive.

Tier 3 deals with offerings which the Prospectus Directive specifically prohibits from being comprised by the obligation to publish a prospectus. Such offerings with an aggregate value below €100,000 are only comprised by the general regulation in the Danish Marketing Practices Act and other general pieces of legislation.