A prospectus is a legal document containing the details of an investment offering to the public.
The information, format, and content disclosed in a prospectus are regulated by the European Union (EU) requirements to help investors make educated investing decisions.
What information is in a prospectus?
In general, a prospectus includes information about:
- A company’s main line of business, its finances, and shareholding structure
- The securities being issued and admitted to trading
It contains the information an investor needs before deciding whether to invest in the company’s securities (such as shares, bonds, and derivatives).
Every company offering financial instruments (also known as the issuer) must comply with EU prospectus rules and customize its base prospectus to fit the needs of its potential investors, depending on the type of financial instrument.
Prospectus regulation in the EU
In order for every investor to receive the same level of information, EU prospectus regulations ensure that suitable and similar disclosure standards are in place in all EU member states.
On Mintos, prior to offering public securities, a base prospectus requires the approval of Latvijas Banka (the central bank of Latvia), which is the national competent authority for financial markets in Latvia. After their approval, the European Securities and Markets Authority (ESMA) registers prospectus documents.
The Notes base prospectus on Mintos
The Notes base prospectus ensures that information shared with investors is transparent. It also defines Mintos established business structures relating to lending companies and includes key subjects in these structures, setups of payment flow, risks, duties and responsibilities, terms and conditions, and liabilities.
Specific details in the Notes base prospectus relating to the lending company on Mintos are:
- Details about the Notes’ underlying loans
- Detailed insight into the lending company of the Notes’ underlying loans
- The financial setup and payment flow
- Lending company portfolio and statistics
- Underlying assets that ensure proceeds
- The economic environment in the relevant lending company jurisdiction
- Legal and contractual covenants between involved parties
Once approved by the competent national authority (Latvijas Banka), the base prospectus is published before investments are offered under the prospectus. The base prospectus is valid for 12 months after its approval.
The prospectus approved by Latvijas Banka cannot be modified, apart from supplementary modifications, which are amendments to the prospectus approved by Latvijas Banka. However, in case the prospectus contains a mistake or inaccuracy that is not consistent with the Prospectus Regulation, the issuer must announce to the market explaining the mistake or inaccuracy. Accordingly, such announcements are published on the Mintos website.
How to read the Notes base prospectus
Here’s how the Mintos Notes base prospectus is structured in general:
Defines subjects of the prospectus and basic terms used in the document
Provides descriptions of key terms used throughout the document
Details potential risks related to the investment offering
Details the management of the prospectus and provides guidelines for the use of the document
Describes the transaction structure of the Notes which are the subject of the particular prospectus
Defines the issuer’s roles and responsibilities relating to the specific investment offering
Provides details of the company and structure of other special-purpose vehicles involved in the investment flow relating to the specific investment offering
The lending company
Provides information about the lending company of the Notes’ underlying loans
Provides detail about the Notes’ underlying loans
Terms and Conditions of the Notes
Defines the Terms and Conditions that apply to the specific Set of Notes
Provides a general summary of certain tax considerations for the specific Notes offered in a particular market
Applicable Final Terms
Provides a template of the Final Terms document for detailed insight into a particular Set of Notes
Prospectuses can have additional sections. On Mintos, we have Notes with direct structure and indirect structure. Prospectuses for Notes with indirect structure have 2 additional sections: A special purpose vehicle (SPV), and SPV Loans. An SPV is a separate legal entity involved in the deal to isolate financial risk.
Some prospectuses also have a separate guarantors section. The guarantor is part of the Notes–related transaction documents. The guarantor guarantees the lending company’s commitments to the Issuer if the lending company defaults.
Although a prospectus is a document with high informative value, it should not be considered investment advice. Furthermore, its approval by Latvijas Banka is not an endorsement of the loan-based investments offered on Mintos. Investing in financial instruments involves risk. There is no guarantee to get back the invested amount.