The Law has been published in: Official Gazette, 2007, No

The Law has been published in: Official Gazette, 2007, No REPUBLIC OF LITHUANIA LAW ON SECURITIES 18 January 2007  No X-1023 Vilnius (As last amended on 26 June 2012 - No XI-2123) SECTION I GENERAL PROVISIONS Article 1. Objective and Purpose of the Law 1.   The purpose of this Law—to establish the procedure for the preparation, approval and publishing of a prospectus and takeover bids as well as the requirements for the disclosure and storage of periodic and current information.                     2.   This Law is intended to bring into line the regulation of securities markets with the relevant legislative acts of the European Union listed in Annex to this Law. Article 2. Main Definitions of this Law 1.   Holding—the share of the voting rights of an issuer held at the general meeting of shareholders by a shareholder representing 5 per cent or more of the total voting shares. 2.   Shareholder—a person who holds: 1)   shares of the issuer acquired thereby in his own name and on his own account; 2)   shares of the issuer acquired thereby in his own name but on behalf of another natural or legal person; 3)   depositary receipts in respect of shares. 3.   Secondary trading in securities—an offer to acquire securities and their transfer after the completion of the primary trading in the securities. 4.   Open-ended collective investment undertaking—an investment fund or an investment company: 1)     the sole objective of which is through a public distribution of shares or investment units to raise funds from the public and invest the same collectively into securities and (or) other assets specified in the Law of the Republic of Lithuania on Collective Investment Undertakings (hereinafter – the Law on Collective Investment Undertakings) thus spreading the risk; 2)     whose securities (investment units or shares) certify the right of the holder thereof to require at any time them to be redeemed. 5.   The offeree company—a company, the securities whereof are the subject of a take-over bid. 6.   Central storage facility—the data base storing regulated and other information; 7.   Multiple-vote securities—securities assigned to a distinct and separate class and carrying at the general meeting of shareholders more than one vote. 8.   Multilateral trading facility—a facility as defined in the Republic of Lithuania Law on Markets in Financial Instruments (hereinafter — the Law on Markets in Financial Instruments). 9.   Depositary receipt in respect of shares—a security representing the right of its holder to receive income from the issuer in the amount depending on the amount of the issuer’s income from another issuer’s shares and the right to exchange the receipt into shares. 10. Electronic means—means of electronic equipment for the processing (including digital compression), storage and transmission of data, employing wires, radio, optical technologies, or any other electromagnetic means. 11. Material event—an event which is related to the issuer’s activity and therefore is or must be known to it, and which might have a significant influence on the market price of the issuer’s securities. 12. European Systemic Risk Board—an institution established on the basis of Regulation (EU) No 1092/2010 of the European Parliament and the Council of 24 November 2010 on European Union macro-prudential oversight of the financial system and establishing a European Systemic Risk Board (OJ 2010 L 331, p.1). 13. European Securities and Markets Authority—an institution established on the basis of Regulation (EU) No 1095/2010 of the European Parliament and the Council of 24 November 2010 establishing a European Supervisory Authority (European Securities and Markets Authority), amending Decision No. 716/2009/EC and repealing Commission Decision 2009/77/EC (OJ 2010 L 331, p.84). 14. Financial brokerage firm—a firm as defined in the Law on Markets in Financial Instruments. 15. Criteria to recognize natural persons as qualified investors—a set of requirements used to recognise a natural person implementing them as a qualified investor: 1)     the investor has carried out transactions of a significant size on securities markets, and during the past four quarters has concluded not less than 10 such transactions; 2)     the size of the investor’s securities portfolio is in excess of EUR 500 000; 3)     the investor has been or currently is, for a period not shorter than one year in the financial sector in a professional position which requires knowledge in securities investment; 16. Guarantor (underwriter)—a person securing the discharge of the obligations arising from securities and/or the distribution of securities of the issuer on its own account. 17. Investor—a person who holds securities by the right of ownership or intends to acquire them. 18. Source indicated in the Articles of Association—as defined in the Law of the Republic of Lithuania on Companies. 19. Securities of collective investment undertakings—units of a collective investment undertaking or shares of an investment company representing the right of the holder thereof in respect of a share of the assets of such collective investment undertaking, and the right to require such securities to be redeemed at any time. 20. Consolidated Annual Report—a report as defined in the Law of the Republic of Lithuania on Company Group Consolidated Financial Statements (hereinafter — the Law on Company Group Consolidated Financial Statements). 21. Controlled entity—an entity: 1)     in which a natural person or legal person has more than half of the total voting rights of the entity; or 2)     of which a natural person or legal person being a participant of the entity has the right to appoint or remove the manager, the majority of the members of the Supervisory Board or the Board. The person’s voting rights granting the right to appoint or remove managers of the entity shall be deemed to include the voting rights held in the meeting of shareholders of the controlled entity by other persons controlled by the first legal entity; or 3)     in which a natural or legal person being a participant of the entity under agreements with other participants has a right to decide on the manner of the use of more than half of the voting rights in the general meeting of shareholders of the entity in question; or 4)     over which a natural person or legal person has the power to exercise a material influence. 22. Credit institutions—an institution defined in the Law of the Republic of Lithuania on Financial Institutions. 23. Small and medium sized enterprises—legal persons which according to the set of their last annual financial statements (hereinafter — annual financial statements) or set of annual consolidated financial statements (hereinafter — annual consolidated financial statements) comply with at least two of the following criteria:          1) an average number of employees during the financial year is less than 250; 2) the value of the assets as indicated in the balance sheet does not exceed EUR 43 million; 3) the net sales revenue does not exceed EUR 50 million. 24. Annual report—the annual report defined in the Law of the Republic of Lithuania on Financial Statements of Entities. 25. Non-equity securities—bonds or other transferable securities certifying the indebtedness except the securities which are equivalent to securities of public companies or which, upon their conversion or the exercise of the rights conferred by them, grant the right to acquire shares or securities equivalent to shares. 26. Securities issued in a continuous and repeated manner—a continuous issue of securities of the same type and/or class or at least two separate issues of a similar type and/or class over a period of 12 months. 27. Equities (equity securities)—securities which are: 1)     shares of public companies; 2)     other transferable securities equivalent to shares of public companies; 3)     transferable securities of any other type giving the right to acquire any of the securities referred to in Article 2(27)(1) and (2) of this Law by converting them or through the exercise of the rights conferred by them, provided that securities referred to in this point have been issued by the issuer of the securities underlying those referred to in Article 2(27)(1) and (2) of this Law or by an entity belonging to the group entities of the said issuer. 28. Takeover bid circular (hereinafter — the circular)—the document disclosing the main information about the bid. 29. Parties to the takeover bid—the offeror, members of the offeror’s Board if the offeror is a legal person, the offeree company, holders of securities of the offeree company, and the members of the Board of the offeree company, and persons acting in concert with such persons. 30. Offeror—a natural or legal person submitting a takeover bid. 31. Parent company—as defined in the Law of the Republic of Lithuania on Consolidated Financial Statements of Groups of Undertakings. 32. Transferable securities—securities as defined in the Law on Markets in Financial Instruments of the Republic of Lithuania except money market instruments the term of validity whereof is shorter than 12 months. 33. Primary trading in securities—an offer to acquire securities and a transfer of these securities at the time of their issuance. 34. Supervisory institution—the Bank of Lithuania which according to the procedure set by this Law or other laws performs supervisory functions of markets in financial instruments.  35. Host Member State—an EU Member State in which the takeover bid is implemented, the admission to trading in securities on a regulated market  is sought, or in which trading in securities on a regulated market is permitted when different from the home Member State; 36. Mandatory takeover bid—a mandatory takeover bid submitted by a person who has acquired over 1/3 of votes in the general meeting of shareholders of the offeree company to the holders of the remaining securities of the offeree company, to buy up the remaining voting securities of the offeree company and securities representing the right to acquire such voting securities. 37. Qualified investors—investors that are: 1)      legal entities holding a licence to operate in the financial market or operating therein without a licence but supervised by competent financial supervisory authorities. Qualified investors include credit institutions, intermediaries in public trading in securities, other financial institutions engaged in licensed or regulated activities, insurance companies, management companies of investment funds, investment companies with variable capital and their management companies, pension funds and their management companies, commodity dealers, as well as entities whose activities are not subject to licensing or regulation and whose corporate purpose is solely to invest in securities; 2)      central and regional authorities of states, their central banks, international and intergovernmental organisations, including the International Monetary Fund, European Central Bank, European Investment Bank and other similar international organisations;      3)      other legal entities which do not meet the criteria of small and medium-sized enterprises set forth in Article 2(21) of this Law; 4)      natural persons resident in the Republic of Lithuania included into the list of qualified investors managed by the Supervisory institution upon an expressed request by the persons concerned to be considered as qualified investors provided they meet at least two criteria set forth in Article 2(13) of this Law, also natural persons resident in other Member States of the European Union if included into the identical or similar  lists of qualified investors in those States; 5)      small and medium-sized enterprises which have their registered offices in the Republic of Lithuania and are included into the list of qualified investors managed by the Supervisory institution upon an expressed request of such enterprises to be considered as qualified investors, also small and medium-sized enterprises which have their registered offices in other Member States of the European Union provided such enterprises are included into the identical or similar lists of qualified investors in those States. 38. List of qualified investors—the list of data accumulated on natural persons and small and medium-sized enterprises recognized as qualified investors. 39. Prospectus—a document intended for investors and the general public and containing the main information on the issuer and its securities offered to the public or admitted to trading on a regulated market. 40. Approval of the prospectus—a positive decision of the competent authority of the home Member State passed upon the scrutiny of the completeness of the prospectus, consistency of the information given and its comprehensibility, which confirms that the information provided in the prospectus complies with the rules on the provision of information set forth in relevant legal acts. 41. Regulated information—the information that the person seeking the admission of its securities to trading on a regulated market without the consent of the issuer shall publish in accordance with the requirements established by this Law and other legal acts. 42. Regulated market—as defined in the Law on Markets in Financial Instruments. 43. Regulated market operator—as defined in the Law on Markets in Financial Instruments. 44. Advertisement—an advertisement as defined in the Commission Regulation (EC) No. 809/2004 of 29 April 2004 implementing Directive 2003/71/EC of the European Parliament and of the Council as regards information contained in prospectuses as well as the format, incorporation by reference and publication of such prospectuses and dissemination of advertisements (hereinafter—Regulation (EC) No. 809/2004). 45. Market maker—a maker as defined in the Law on Markets in Financial Instruments. 46. Voluntary takeover bid—the takeover bid announced at the discretion of the person and under the terms established thereby to the holders of securities to purchase all voting securities issued by the offeree company or part thereof, and (or) securities representing the right to acquire the voting securities. 47. Persons acting in concert—natural or legal persons who cooperate with the offeror or the offeree company on the basis of an agreement, either express or tacit, oral or written, aimed at acquiring the control of the offeree company granting 1/3 or more of the votes in the general meeting of shareholders of the offeree company or at frustrating the successful outcome of the bid. Persons controlled by another person, persons acting in concert with that other person, shall also be deemed acting in concert with one another. It shall be deemed that in the cases referred to in Article 24 of this Law the persons concerned act in concert. 48. Management company of the collective investment undertaking (hereinafter—company)—a company as defined in the Law on Collective Investment Undertakings. 49. Member State—a Member State of the European Union or a State that belongs to the European Economic Area. 50. Member State’s competent institution—an institution performing functions in the Member State, analogous to the supervisory institution’s functions as provided in this Law. 51. Issue of securities (hereinafter—the issue)—the issue of a series of securities conferring identical property and non-property rights to their owners. 52. Issuer of securities (hereinafter—the issuer)—a person proposing to issue or issuing its securities. A legal person incorporated in the Republic of Lithuania shall be considered an issuer: 1)      where its securities have been admitted to trading on a regulated market in the Republic of Lithuania and/or other Member State; or 2)      where the prospectus of securities issued by it from 12 July 2005 was approved by the supervisory institution and securities issued on the basis of this prospectus were offered publicly or admitted to trading on a regulated market and all of these securities or their part placed or admitted to trading in a regulated market, or;       3)      other person provided its securities are offered publicly. The securities of the issuer shall be considered to be offered publicly where starting from 1 January 2002 the issuer has issued to public trading at last one issue of securities and the general meeting of shareholders of such issuer has decided within 6 months from the coming into effect of this Law to continue the public offering of securities. Where the documents confirming the decision to continue the public offering of securities within 6 months are not submitted to the supervisory institution, for the purpose of this Law such legal person established in the Republic of Lithuania is not considered to be the issuer. 53. Manager of the issuer of securities—a member of the Supervisory Board, of the Board, the manager of the issuer. 54. Securities market—a place where securities are traded in an organised way. 55. Offeror of securities—a natural or legal person offering or intending to offer securities publicly. 56. Public offering of securities (hereinafter – public offering)—a communication to persons in any form and by any means offering securities and presenting sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe to the securities being offered. Offering of securities through intermediaries of public trading in securities shall also be deemed to be the public offering provided it meets the features of the public offering described in the first sentence of this paragraph. Communication to persons on the basis of trading in the regulated market of the Republic of Lithuania is not deemed to be the public offering of securities. Admission of securities to trading in the multilateral trading facility, as well as the communication to persons on the basis of trading in the multilateral trading facility is not deemed to be the public offering of securities. 57. Intermediary of public trading in securities (hereinafter – intermediary)—financial brokerage firms and credit institutions authorised to provide investment services. 58. Foreign supervisory institution – an institution performing in a non-member state the functions analogous to the supervisory institution’s functions provided for in this Law. Article 3. Application of the Law on Securities 1.   For the purpose of this Law securities shall be deemed to constitute the transferable securities defined in the Law on Markets in Financial Instruments. 2.   Section 2 of this Law shall also be applied to investment units or shares of closed-ended collective investment undertakings. Section 3 of this Law shall also be applied to investment units of closed-ended collective investment undertakings or to shares of closed-ended collective investment undertakings allowed to be traded on a regulated market. SECTION II PUBLIC OFFERING AND ADMISSION OF SECURITIES TO TRADING ON A REGULATED MARKET Article 4. Scope of Application 1.   This Section of the Law shall define the requirements for the preparation, approval and publication of the prospectus to be complied by, where the securities of the issuer whose home Member State is the Republic of Lithuania, are intended to be offered publicly or admitted to trading on a regulated market in the Republic of Lithuania or other Member State. Where the home Member State of an issuer is other than the Republic of Lithuania the requirements set forth in this Section shall be complied with where the securities are intended to be offered publicly or admitted to trading on a regulated market of the Republic of Lithuania. An issuer in this Section shall also be a legal person established in the Republic of Lithuania, proposing to issue or issuing its securities. 2.   The requirements of this Section shall not be applied to: 1)     securities issued (to be issued) by open-ended collective investment undertakings; 2)      non-equity securities issued (to be issued) by a Member State, its regional or local authorities, the European Central Bank, central banks of Member States of the European Union, also public international organizations of which at least one European Union Member State is a member. 3)      shares of the central banks of Member States; 4)      securities unconditionally and irrevocably guaranteed by a Member State, its regional or local authorities; 5)      non-equity securities issued in a continuous or repeated manner by credit institutions of Member States provided that such securities are not subordinated, convertible or exchangeable, do not give a right to subscribe to or acquire other types of securities, or that they are not linked to a financial derivative, and provided the securities materialize reception of repayable deposits, and are covered by a deposit insurance coverage; 6)      publicly offered securities issued by an issuer incorporated in a Member State, provided the total consideration for the offer is less than EUR 2.5 million, which limit shall be calculated over a period of 12 months; 7)      non-equity securities issued in a continuous and repeated manner by credit institutions incorporated in a Member State where the total consideration for the offer is less than EUR 50 million, which limit shall be calculated over a period of 12 months, provided that such securities are not subordinated, converted or exchangeable, do not give a right to subscribe to or acquire other types of securities and that they are not linked to a financial derivative. 3.   Where in the cases referred to in points (2), (4), (6) and (7) of Article 4(2) of this Law the securities are intended to be offered publicly or asked for admission to trading, the issuer, an offeror or a person asking for admission to trading on a regulated market shall be entitled to draw up a prospectus. 4.   For the purpose of the present Section, the home Member State: 1)      for all Community issuers of securities which are not referred to in Article 4(4)(3) of this Law, shall be the Member State where the issuer has its registered office; 2)      for all non-Community issuers of securities which are not referred to in Article 4(4)(3) of this Law, shall be the Member State in which the securities were publicly offered for the first time after 31 December 2003, or intended to be offered, or where the first application for admission to trading on a regulated market is made. The home Member State shall be designated at the discretion of the issuer, a person offering the securities, or a person asking for admission to trading on a regulated market, subject to a subsequent election by issuers incorporated in a third country if the home Member State was not determined by their choice; 3)     for any issues of non-equity securities whose denomination per unit amounts to at least EUR 1 000, or for any issues of non-equity securities giving the right to acquire any transferable securities or to receive a cash amount as a consequence of them being converted or the rights conferred by them being exercised, provided that the issuer of non-equity securities is not the issuer of the underlying securities and is not related to the issuer of the underlying securities—the Member State in which the issuer has the registered office or where the securities were or are to be admitted to trading on a regulated market, or where the securities are offered to the public. The home Member State shall be established at the choice of the issuer, the offeror or a person asking for admission of its securities to trading on a regulated market. The same regime shall be applicable to non-equity securities in a currency other than EUR, provided that the minimum nominal value of such security is not less than EUR 1 000. Article 5. Obligation to Publish a Prospectus 1.   The public offering of securities may be exercised in the Republic of Lithuania only after the issuer or the offeror publishes the prospectus in the manner set forth in this Section of the Law. 2.   The obligation to publish a prospectus shall not apply in the presence of at least one of the following conditions: 1)     an offer of securities is addressed solely to qualified investors; 2)      an offer of securities is addressed to fewer than 100 natural or legal persons per Member State, other than qualified investors; 3)      an offer of securities is addressed to investors who acquire securities for a total consideration of at least EUR 50 000 for each separate offer; 4)      an offer of securities whose denomination per unit amounts to at least EUR 50 000; 5)      an offer of securities with a total consideration of less than EUR 100 000, which limit shall be calculated over a period of 12 months. 3.   The obligation to publish a prospectus shall not apply in the presence of public offer of the following securities: 1)     shares issued instead of previously emitted the same class shares provided that after the issue of such shares the issuer’s authorised capital does not increase; 2)     securities offered as a payment instrument for securities purchased by way of the takeover bid  where there is a document prepared according to a set procedure and available to future owners of such securities, which contains the information deemed by the supervisory institution as equivalent to the prospectus information to be provided on a mandatory basis; 3)      securities offered, allotted or envisaged for allotment to enterprises after their merger or incorporation where there is a document approved according to a set procedure and available to future owners of such securities, which contains the information deemed by the supervisory institution as equivalent to the prospectus information to be provided on a mandatory basis; 4)      shares offered free of charge, allotted or envisaged for allotment to present shareholders, also shares paid for dividends (where shares given as dividends and shares for which such dividends are paid out are of the same class) where a document containing the information about the offer, number and features of shares, as well as reasons and peculiarities of the offer is available to future owners of these shares. 5)      to a regulated market admitted securities offered, allotted or envisaged for allotment by the issuer or enterprises belonging to the issuer’s group of entities, to present or former heads and employees of the issuer) where a document (employees promotion plan, etc. approved by the issuer) containing the information about the number and features of shares, as well as reasons and peculiarities of the offer is available to future owners of these shares. 4.   Subsequent (later) sale of securities indicated in Article 5(2) of this Law shall be deemed as a separate offer and on the basis of the provision in Article 2(54) of this Law it is considered whether this offer may be treated as public. The placement of securities through financial intermediaries shall be subject to publication of a prospectus, where the final placement does not qualify for any of the exemptions specified in Article 5(2) of this Law. 5.   The admission of securities to trading on a regulated market operating in the Republic of Lithuania shall be subject to the publication of a prospectus by the person seeking the admission of securities to trading on a regulated market in the manner stipulated in this Section. 6.   An obligation to publish a prospectus shall not be applied when the following securities are admitted to trading in a regulated market: 1)     shares whose number within 12 months comprises less than 10 per cent of the number of the same class shares admitted to the same regulated market; 2)      shares issued instead of previously admitted to the same regulated market the same class shares provided that after the issue of such shares the issuer’s authorised capital does not increase; 3)      securities offered as a payment instrument for securities purchased by way of the takeover bid  where there is a document prepared according to a set procedure and available to future owners of such securities and containing the information deemed by the supervisory institution as equivalent to the prospectus information to be provided on a mandatory basis; 4)     securities offered, allotted or envisaged for allotment to enterprises after their merger or incorporation where there is a document approved according to a set procedure and available to future owners of such securities and containing the information deemed by the supervisory institution as equivalent to the prospectus information to be provided on a mandatory basis; 5)     shares offered free of charge, allotted or envisaged for allotment to present shareholders, also shares paid for dividends (where shares given as dividends and shares for which such dividends are paid out are of the same class) where a document containing the information about the offer, number and features of shares, as well as reasons and peculiarities of the offer is available to future owners of these shares; 6)      securities offered, allotted or envisaged for allotment by the issuer or enterprises belonging to the issuer’s group of entities, to present or former heads and employees of the issuer provided these securities are of the same class as securities admitted by the issuer to the same regulated market and there is a document (employees promotion plan, etc. approved by the issuer) containing the information about the number and features of shares, as well as reasons and peculiarities of the offer is available to future owners of these shares. 7)     shares that occurred as a result of conversion or exchange of other securities or because of the implementation of the rights granted by other securities where these shares are of the same class as the shares that have already been admitted to the same regulated market; 8)      securities that have already been admitted to trading in another regulated market. 7.   The exception provided in Article 5(6)(8) hereof may be used where the following requirements are complied with: 1)     these securities or other the same class securities have been admitted to trading in the same regulated market for more than 18 months; 2)      securities were admitted to trading in that regulated market for the first time after 31 December 2003 where before that date an approved prospectus which is an obligatory condition for the admission to trading in that regulated market, has been published in the procedure set in Article 14 of Directive 2003/71/EC. 3)      securities, other than these indicated in Article 4(7)(2) of this Laws, were admitted to that regulated market for the first time after 30 June 1983 and their prospectus or other documents obligatory for the admission to trading in that regulated market were approved according to requirements established in Directive 80/390/EEC or Directive 2001/34/EC; 4)     conditions for admission to trading in a regulated market are satisfied and continuous duties set for issuers in that regulated market are fulfilled; 5)      a person prepares and according to requirements set in this Law communicates to the public a summary document in the Lithuanian language; 6)     contents of the summary document comply with the requirements for the summary prospectus provided for in legal acts, and the summary document specifies where to get the latest prospectus and financial information published by the issuer in accordance with information disclosure requirements. Article 6. Drawing up of the Prospectus 1.   The prospectus shall present all information on the issuer and its securities to be offered to the public or admitted to trading on a regulated market. The prospectus shall contain all information which, according to the particular peculiarities of the issuer and securities offered to the public or admitted to trading on a regulated market, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and loss, and prospects of the issuer and of any guarantor, and of the rights granted to such securities. The prospectus must be of such a form that the information could be easily understood and analysed.   2.   Where the final price of a bid and the number of securities to be publicly offered cannot be specified in the prospectus: 1)     the prospectus must specify the criteria and/or the terms and conditions for the establishment of the number and price or the maximal price of securities, or; 2)      an investor shall have a right, by applying in a simple written form to the person specifically indicated in the prospectus, to revoke the acquisition or subscription of securities not later than within 2 working days from notifying the supervisory institution and publicly announcing in the manner defined in this Article 6(2)(2) of this Law the final price and amount of the bid. 3.   The supervisory institution may permit not to provide in the prospectus certain information the inclusion whereof in the prospectus shall be mandatory under the provisions of this Section and of Regulation (EC) No. 809/2004, when there is ground to believe that: 1)     the disclosure of such information would be contrary to the public interest; or 2)      the disclosure of such information would be detrimental to the issuer provided that the omission of such information would not be likely to mislead the public with regard to facts and circumstances essential for assessment of the issuer, each guarantor or the offeror of securities, also the rights assigned by securities to which the prospectus relates; or 3)      such information is of minor importance only for a specific offer or admission to trading on a regulated market and is not such as will influence the assessment of the financial position and prospects of the issuer, offeror or guarantor, if any. 4.   Upon the choice of the offeror of the securities or a person asking for admission to trading on a regulated market the prospectus may be drawn up as a single document or as several separate documents. Where the prospectus is drawn up as a single document it shall contain a summary in a brief and comprehensible manner indicating the main characteristics of the issuer, each guarantor or securities and the related risks. The prospectus composed of separate documents shall contain the registration document, the securities note and the summary note. The information in the prospectus may be provided by way of reference. 5.   The contents of the prospectus, the form of its constituent parts and the procedure for drawing up the prospectus shall be determined by the supervisory institution. Article 7. Responsibility for Information Provided in a Prospectus 1.   The responsibility for the correctness and completeness of the information presented in the prospectus shall attach to the issuer, the underwriter, the administrative, management and supervisory bodies of the issuer, offeror of securities and the person seeking admission to trading on a regulated market. Other persons maybe designated as responsible for the information presented in the prospectus apart from the mentioned persons and the bodies of the undertaking. The persons responsible shall be clearly identified in the prospectus: name and last name of the natural person, position held, name of the legal person and the registered office address. The declaration of responsible persons may be attached to the prospectus to the effect that to their best knowledge the information contained in the prospectus is in accordance with the facts and that no material information has been omitted. 2.   An investor who suffered damage due to an inaccurate or incomplete information presented in the prospectus shall have a right to claim indemnity from the responsible persons in the manner stipulated in the Civil Code of the Republic of Lithuania (hereinafter – the Civil Code). However, no civil liability shall arise when the investment decision has been made solely on the basis of the information presented in the summary (including the translation thereof), unless the summary, when read with other parts of the prospectus, is misleading, inaccurate or inconsistent. 3.   The supervisory institution shall have a right to require that the issuer, offeror of securities or the person applying for the approval of the prospectus, where the registered office of the issuer is outside the Community, submit a document specifying the persons responsible for the correctness and completeness of each item of the information presented in the prospectus, and signed by such persons, including consultants of the Republic of Lithuania involved in the drawing up of the prospectus or counselling the issuer, offeror of securities or the person applying for the approval of the prospectus. Article 8. Approval of a Prospectus 1.   Only a prospectus approved by the supervisory institution or the competent authority of another Member State may be announced.            2.   The supervisory institution shall notify of its decision concerning the approval of the prospectus the issuer, the offeror of securities or the person seeking the admission of securities to trading on a regulated market and the European Securities and Markets Authority not later than within 10 working days from the submission of the draft prospectus for approval. 3.   The time limit referred in Article 8(2) of this Law shall be extended to 20 working days where the securities intended for public offering have been issued by the issuer who does not have any securities admitted to trading on a regulated market or who has not previously offered securities to the public. 4.   Where within the time limit established by the present Article the supervisory institution does not pass any decision the prospectus shall be deemed not approved. 5.   Where the supervisory institution finds that the documents submitted to it are incomplete or it has reasonable grounds to require additional information to be submitted, the Supervisory institution shall within 10 working days from the submission of the application to approve the prospectus notify the issuer, the offeror of securities or the person asking for admission to trading on a regulated market of its requirement to submit supplementary documents or information. Article 8(2) and (3) of this Law shall commence from the date the supplementary information or materials are submitted to the supervisory institution. 6.   The supervisory institution, having in advance notified the European Securities and Markets Authority and obtained prior consent from the competent authority of another Member State, shall have a right to transfer to it the right to approve the prospectus. The Supervisory institution shall notify the issuer, the offeror of securities or the person asking for admission to trading on a regulated market of its decision to transfer the approval of the prospectus to the competent authority of another Member State not later than within 3 working days from the passing of the decision. Article 8(2) and (3) of this Law shall apply from the date of the decision by the Supervisory institution to transfer the approval of the prospectus to the competent authority of another Member State. 7.   Upon the receipt of the application to approve the prospectus the Supervisory institution shall have a right to: 1)     require that the issuer, the offeror of securities or the person asking for admission to trading on a regulated market submit in the prospectus the information necessary for the protection of investor interests; 2)      require that the issuer, the offeror of securities or the person asking for admission to trading on a regulated market, as well controlling persons and persons controlled by them submit to the Supervisory institution supplementary information or documents necessary for passing the decision concerning the approval of the prospectus; 3)      require that the managers and auditors of the issuer, the offeror of securities or the person asking for admission to trading on a regulated market, also intermediaries executing the public offering of securities or applying for admission to trading on a regulated market submit to the Supervisory institution supplementary information or documents necessary for passing the decision concerning the approval of the prospectus; 8.   The Supervisory institution shall pass a decision concerning the approval of the prospectus having scrutinised the prospectus for its completeness, including the compatibility and comprehensiveness of the prospectus. The approval of the prospectus shall mean that the information submitted in the prospectus is in accordance with the regulations on the provision of information stipulated in this Law and other legal acts. The approval of the prospectus shall not be deemed the confirmation of the correctness of the information; also it shall not be considered the recommendation of the Supervisory institution to investors. 9.   The Supervisory institution shall not approve the prospectus, where: 1)      the issuer has provided the information not in compliance with the rules on the submission of information established by this Law and other legal acts. 2)      the issuer failed to provide the documents or explanations stipulated in the regulations of the Supervisory institution or it was established that the documents or information were false. 3)      the securities of the issuer have been issued in violation of the laws of the Republic of Lithuania or Resolutions of the Supervisory institution. Article 9. Publication of the Prospectus 1.   The issuer, the offeror of securities or the person asking for admission to trading on a regulated market shall furnish the approved prospectus to the Supervisory institution and publish the prospectus without delay, and in any case in advance of the offer to the public or the admission to trading of the securities involved. Having published the prospectus the issuer, the offeror of securities or the person asking for admission to trading on a regulated market shall without delay post such prospectus into the Central Storage Facility in the manner defined in Article 28 of this Law. 2.   The prospectus shall be deemed available to the public when published either: 1)      in at least one newspaper of national circulation in case the public offer shall be executed or the admission to trading in the regulated market of the Republic of Lithuania is sought ; or 2)      in the form of a brochure handed out free of charge in the registered office of the issuer, the registered office of the operator of the market on which the securities will be traded, or the offices of intermediaries of public trading in securities (including the paying agents) placing or selling the securities to all persons wishing to receive such brochure; or 3)      in an electronic form in the Internet website of the issuer and the Internet website of intermediaries (including the paying agents) placing or selling the securities; or 4)      in an electronic form in the Internet website of the operator of the regulated market in which the admission to trading is sought. 3.   Where the prospectus is published in the manner specified in Article 9(2)(1) or (2) of this Law, the prospectus shall be additionally published electronically in the manner stipulated in Article 9(2)(3) of this Law. A hard copy of the electronically published prospectus shall be at no charge handed out to the investor, if he so requests. A copy of the prospectus shall be submitted by the issuer, offeror of the securities or the person seeking admission to trading on a regulated market, or the intermediaries selling or otherwise placing the securities. 4.   The Supervisory institution shall furnish on its website the list of the prospectuses approved during the last 12 months. 5.   In case of a prospectus comprising several documents and/or incorporating information by reference, the documents and the information making up the prospectus may be published and circulated separately provided that all the documents and the information making up the prospectus are made available to the public free of charge, in the manner stipulated in Article 9(2) and (3) of this Law. Each separately published document must indicate where the other constituent documents of the full prospectus may be obtained. 6.   The text and the format of the prospectus and the supplements thereto shall be identical to the text and format of the prospectus and supplements approved by the Supervisory institution. Article 10. Validity of the Prospectus and Supplements to the Prospectus 1.   The prospectus shall remain in effect for a period of 12 months provided all conditions stipulated in Article 10(2) of this Law are complied with. 2.   Every significant new factor, material mistake or inaccuracy related to the information included in the prospectus and capable of affecting the assessment of the securities concerned and which arise or are noted between the time when the prospectus is approved and the final closing of the offer to the public, or the beginning of trading on a regulated market shall be specified in the supplement to the prospectus. Such supplement shall be approved in the same way as the prospectus itself, and shall be published not later than within seven working days from the submission of the documents in the same procedure as the prospectus itself. The summary and any translation thereof shall also be supplemented if necessary to take into account the new information included in the supplement. Investors who have already agreed to purchase or subscribe to the securities before the supplement is published, shall have the right, exercisable within five working days after publication of the supplement to the prospectus, to withdraw its acceptance, and the issuer, the offeror of the securities or the person asking for admission to trading on a regulated market shall repay their contributions within ten working days without any deductions made. 3.   The supervisory institution shall, in the manner stipulated in Article 8(2) of this Law, notify the issuer, the offeror of securities or the person applying for admission to trading on a regulated market, and the European Securities and Markets Authority about the adopted decision regarding the approval of the supplement to the prospectus. The supervisory institution shall at the same time submit to the European Securities and Markets Authority a copy of the supplement to the approved prospectus. Article 11. Advertising of Securities 1.   Any type of advertisements relating either to the offer to the public of securities or an admission thereof to trading on a regulated market shall be performed only in the observance the principles defined in Article 11(2) to (6) of this Law. The requirements defined in Article 11(2) to (5) of this Law shall be mandatory in the cases the publication of the prospectus is mandatory. 2.   Advertisements shall be clearly recognisable as such. Advertisements shall state that a prospectus has been or will be published and indicate where investors are or will be able to obtain it. 3.   The information contained in an advertisement shall be accurate and not misleading. The information shall also be consistent with the information contained in the prospectus, if already published, or with the information required to be published in the prospectus, if the prospectus is to be published afterwards. 4.   In any case, all information concerning the offer to the public or the admission to trading on a regulated market disclosed in an oral or written form must be consistent with that contained in the prospectus, regardless of the fact whether or not such information was disclosed for advertising purposes. 5.   Where the issuer or the offeror of securities related to the public offer submits relevant information to qualified investors or special categories of investors (including the information disclosed at the meetings related to the public offer), such information shall be included into prospectus or the supplement to the prospectus in the manner defined by the supervisory institution. 6.   When according to this Law or the regulations approved by the supervisory institution no prospectus is required, and the issuer or the offeror of the securities submits relevant information to the persons referred to Article 12(5) of this Law, such information shall be disclosed to the specified persons on equal terms. 7.   The control over the compliance with these requirements shall be exercised by supervisory institution. Where the supervisory institution has grounds to suspect the violation of the provisions of this Article, it shall have a right to suspend the advertising and to set a time limit not exceeding 10 working days for elimination of the said violations or for carrying-out of other necessary actions. Where the violations are not eliminated or other instructions of the supervisory institution are not complied with within the set time limit, the supervisory institutions shall have a right to prohibit the advertising of securities. Article 12. Peculiarities of the Public Offering and Admission to Trading on a Regulated Market of Securities Executed in another Member State by the Issuer Established in the Republic of Lithuania 1.   Upon the receipt of the request of the issuer or a person responsible for the drawing up of the prospectus to offer the securities to the public or seek admission to trading on a regulated market in another Member State, the supervisory institution shall, not later than within three working days following the request, if submitted together with the approved prospectus, or not later than on the next working day after the approval of the prospectus, if the request is filed with the draft prospectus, provide the competent authority of the host Member State with a copy of the prospectus and a certificate of the European Securities and Markets Authority regarding the approval of the prospectus attesting that the prospectus has been drawn up in accordance with the legal requirements. Where legal acts of the host Member State stipulate that a translation of the summary prospectus must be provided, the supervisory institution shall additionally provide the competent authority of the Member State with the translation of the summary prospectus prepared by the issuer or another person responsible for the drawing up of the prospectus, as well as the supplement to the prospectus, in case of an obligation, under the provisions of this Law, to provide the supplement of the prospectus. 2.   In case of the presence of the basis under the present Law not to provide certain information in the prospectus, such basis and other motives for omitting the information shall be specified in the certificate of approval of the prospectus. Article 13. Public Offering and Admission to Trading on a Regulated Market in the Republic of Lithuania of Securities Issued by an Issuer whose Home Member State is other than the Republic of Lithuania 1.   Securities issued by an issuer whose home Member State is other than the Republic of Lithuania may be offered to the public or admitted to trading on a regulated market in the Republic of Lithuania only after the competent authority of the home Member State provides the supervisory institution with a copy of the prospectus and the certificate of approval attesting that the prospectus has been drawn up in accordance with the requirements of the legal acts of the home Member State. 2.   In case the prospectus has been drawn up in a language other than Lithuanian, the translation of the summary prospectus into Lithuanian shall be submitted together with the prospectus and its certificate of approval, as well as the supplements to the prospectus in case of an obligation, under legal acts of the home Member State, to provide the supplements to the prospectus. 3.   Where the supervisory institution determines that the issuer or the financial institutions responsible for the public offering of securities have violated the legal requirements of this Law and other legal acts applied to the issuers whose securities are publicly offered or admitted to trading on a regulated market, it shall immediately notify of the established violations the home Member State of the issuer as well as the European Securities and Markets Authority. Where the issuer or the financial institution responsible for the public offering of securities, disregarding the sanctions imposed by the competent authority of the home Member State, continues to violate the requirements set forth in this Law and other legal acts, or it becomes evident that the imposed sanctions were not sufficient, the supervisory institution, having in advance notified the competent authority of the home Member State thereof, takes all the necessary measures to protect the interests of investors. The supervisory institution shall without delay notify the European Commission and the European Securities and Markets Authority of the measures that have been undertaken. 4.   The supervisory institution shall publish on is website the list of the prospectuses obtained in accordance with this Article and of the certificates of approval of all supplements thereto, as well as, where applicable, the internet reference to these documents published on the website of the competent authority of the home Member State, the issuer or the regulated market. The published list of prospectuses and of the certificates of approval of supplements thereto shall be constantly updated and each record shall be retained on the website for not less than a year. Article 14. Issuers Established in Non-Member States 1.   The supervisory institution shall have a right to approve the prospectus concerning the public offering of securities or the admission to trading on a regulated market of securities of the issuer whose registered office is located in a non-member state and, for the purpose of Article 4(4) of this Law, the home Member State is the Republic of Lithuania, where the prospectus has been prepared in accordance with the requirements of the legal acts of the issuer‘s home State, provided that: 1)     the prospectus has been drawn up in accordance with the international standards approved by the international organisations of securities commissions, including the Disclosure Standards approved by the International Securities Commission Organisation (IOSCO); 2)     requirements stipulated in respect of the presented information (including the information of financial nature) correspond with the requirements defined in this Law; 2.   Where the securities issued by the issuer referred to in Article 14(1) of this Law are publicly offered or admitted to trading on a regulated market in one or several Member States, or one or several Member States except the Republic of Lithuania, the requirements of Articles 12 and 15 of this Law must be met. Article 15. Language of the Prospectus of the Issuer whose Home Member State is the Republic of Lithuania 1.   Where the securities are offered publicly or admission to trading on a regulated market is sought in the Republic of Lithuania only, the prospectus shall be drawn in the Lithuanian language. 2.   Where the securities are offered publicly or admission to trading on a regulated market is sought in one or several Member States except the Republic of Lithuania the prospectus submitted for approval of the supervisory institution upon the choice of the issuer, the offeror of securities or the person applying for admission to trading on a regulated market shall be drawn up in the language acceptable to competent authorities of the home Member States or the English language. The prospectus submitted for approval to the supervisory institution shall be at the discretion of the issuer, the offeror of the securities or the person asking for admission to trading on a regulated market prepared in the Lithuanian or English language. 3.   Where the securities are offered publicly or admission to trading on a regulated market is sought in the Republic of Lithuania and one or several Member States the prospectus submitted to the supervisory institution for approval must be drawn up in the Lithuanian or English language. In the event the prospectus is drawn up in the Lithuanian language, the translation of the prospectus shall be submitted, upon the choice of the issuer, offeror of securities or the person seeking admission to trading on a regulated market into the language acceptable to the competent authority of each host Member State or the English language. In case the prospectus is drawn up in the English language, additionally the summary prospectus shall be provided in the Lithuanian language. 4.   In case admission to trading on a regulated market in one or several Member States is sought in respect of non-equity securities of the unit nominal value not less than EUR 50 000, upon the choice of the issuer, offeror of the securities or the person seeking admission to trading, the prospectus must be drawn up in the language of the home Member State and the language acceptable to the competent authorities of the host Member States or the English language. Where the said securities are admitted to trading on a regulated market in the Republic of Lithuania, additionally the summary of the prospectus in the Lithuanian language must be drawn up. Article 16. The Primary Trading in Securities 1.   The primary trading in securities shall be conducted where the issuer offers the securities himself or under agreements with intermediaries. The securities may also be offered by means of the organisational-technical measures of the operator of the regulated market and (or) the settlement system in accordance with the rules approved by the supervisory institution. 2.   In the course of the primary trading in securities all persons belonging to the same group of investors entitled to acquire securities shall be ensured equivalent terms in respect of the acquisition of securities. Each investor shall be provided with a possibility to familiarise himself with the prospectus drawn up, approved and published in the manner defined in this Section. 3.   In the course of offering of securities the procedure, the payment procedure and the time limits for the offering of securities may be modified only with the authorisation of the supervisory institution. In this case the supplement of the prospectus shall be approved and published in the manner defined in Article 10 (2) of this Law. It shall be prohibited to modify the price, nominal value, class and type of the issue of securities. 4.   All requirements of the primary trading of securities shall also apply in the situation where the offering is executed by an intermediary for the securities acquired from the issuer under a firm commitment underwriting agreement. 5.   Where the shares of a company are subscribed to or acquired by a person acting in its own name but in the interests of the company and(or) on the company’s account, it shall be deemed that the shares are acquired or subscribed to by the company whose shares are acquired or subscribed. The company that has acquired the own shares from an intermediary of public trading in securities who purchased the securities while implementing price stabilisation measures bas …