Types of offerings of financial instruments

November 07, 2026 | Marcin Duszyński

Under Polish law, there are different types of public offerings of shares, each regulated separately by the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies (ustawa o ofercie publicznej, UOP)¹. The most important of them are:

Public offering with a prospectus – a public offering that requires the preparation, approval and publication of a prospectus, which is a document containing detailed information about the issuer, the terms of the offering and the securities offered. A public offering with a prospectus applies to offerings with a value exceeding EUR 1 million over 12 months or offerings addressed to an unlimited number of recipients ².
Public offering without a prospectus – a public offering that does not require the preparation, approval and publication of a prospectus, because it meets certain conditions for exemption from this obligation. A public offering without a prospectus applies to offerings with a value not exceeding EUR 1 million over 12 months or offerings addressed to a limited number of recipients (up to 149 persons)².
Private offering – a non-public offering that does not require the preparation, approval and publication of a prospectus or an information document, because it is addressed to one person or is carried out under a loyalty program or an incentive program for employees or members of the issuer’s governing bodies. A private offering is limited in terms of the number of recipients and the amount of the issue proceeds. A private offering may be addressed to a maximum of 149 persons, and the total value of the issue proceeds may not exceed EUR 100,000 over 12 months.

¹: Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies; ²: Public offering: rules and purpose, changes in the regulations : What is a private offering? Who can use it? – Business Insider Polska

PUBLIC OFFERING WITH A PROSPECTUS

A public offering with a prospectus is one in which the issuer or the offeror publicly invites investors to acquire securities. The securities may be shares, bonds, investment certificates, subscription rights, derivatives, etc. A public offering with a prospectus requires the preparation of an information document called a prospectus and its approval by the Polish Financial Supervision Authority (Komisja Nadzoru Finansowego, KNF). The prospectus contains material information about the issuer, the securities offered, the terms of the offering and the risks associated with the investment, as well as financial and legal data. The purpose of the prospectus is to enable potential investors to make an informed decision about acquiring the securities.

The process of a public offering with a prospectus:

The process of a public offering with a prospectus consists of several stages, which may vary depending on the type of offering, the type of securities, the size of the issue, the target market, etc. In general, the process includes the following steps:

Making the decision to carry out a public offering by the company’s owners and management board, and selecting the advisers and institutions that will work on the offering, such as a brokerage house, a bank, an auditor, a law firm, a public relations agency, etc.
Carrying out due diligence, that is, an in-depth review of the company from a financial, legal, commercial, technical, organizational and other perspective. The purpose of due diligence is to identify the company’s strengths and weaknesses, as well as potential risks and threats related to the offering.
Preparing the prospectus on the basis of the due diligence results and other information and documents provided by the company. The prospectus must comply with the legal and formal requirements set out in Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and in Commission Delegated Regulation (EU) 2019/980 of 14 March 2019 laying down detailed technical rules on the format, content, submission and publication of the prospectus and its updates.
Submitting the prospectus for approval by the KNF, which has 10 working days to review it and issue a decision. If the KNF has reservations or comments on the prospectus, it may extend this period by a further 10 working days and require the company to make corrections or additions. Once the KNF has approved the prospectus, the company is obliged to publish it on its website and in other media, e.g. in the press, on television, on the internet, etc.
Running a promotional campaign and marketing for the offering, which aims to interest potential investors in acquiring the securities. The campaign may include meetings with analysts and with institutional and retail investors, press conferences, advertisements, publications, information materials, etc. The campaign must comply with the principles of fairness and truthfulness and must not mislead investors or influence their decisions in a way that is inconsistent with the content of the prospectus.
Carrying out the public offering, which involves accepting subscriptions for the securities from interested investors. The public offering may be addressed to a wide group of recipients (retail offering) or to a limited group of recipients (institutional offering). The public offering may also be divided into parts, e.g. a domestic offering and a foreign offering, a primary offering and a secondary offering, an ordinary offering and a preferential offering, etc. The public offering may be carried out in various forms, e.g.

in the form of a subscription, an auction, bookbuilding, a directed offering, etc. The public offering may also be combined with other financial instruments, e.g. warrants, options, convertible bonds, etc.

Allotment of securities, which involves determining the number and price of the securities that will be sold to individual investors. Securities may be allotted on the basis of various criteria, e.g. in proportion to the number of securities subscribed for, in the order in which subscriptions were made, according to the preferences of the company or the offeror, etc. The allotment of securities must be fair and transparent and consistent with the terms of the offering and the prospectus.
Settlement of the public offering, which involves investors paying the price for the securities acquired and receiving the rights attached to them. The public offering may be settled on different dates, depending on the type of offering, the type of securities, the target market, etc. The settlement of the public offering must comply with the applicable regulations and market rules, as well as with the terms of the offering and the prospectus.
Admission of securities to trading on a regulated or alternative market, which involves the company and the securities meeting the requirements set by the operator of the given market and the company obtaining the status of a public issuer. Admission of securities to trading on a regulated or alternative market entails the company’s obligation to comply with the rules and standards applicable on the given market, as well as disclosure obligations to investors and supervisory authorities.

Participants in the process of a public offering with a prospectus:

Various entities take part in a public offering with a prospectus, each performing a specific role in preparing and carrying out the offering. Here is a short description of these roles:

Issuer’s financial adviser: this is the entity that advises the issuer on the main parameters of the offering, such as the price, the number and structure of the shares, the timetable, and the terms and risks of the offering. The financial adviser also coordinates the process of preparing and carrying out the offering, advises on the selection of the other participants in the process, supplies and analyzes the data and information received from the issuer and used in the process, and merges the parts of the prospectus prepared by the other participants in the process. The financial adviser is responsible for the quality and consistency of the prospectus as a whole and for its compliance with the law and market regulations.
Brokerage house: this is the entity that prepares the offering part of the prospectus, which contains information on the terms and manner of carrying out the offering, the shares offered and the issuer, the risks associated with the investment, dividend plans and profit distribution policy, the objectives and use of the proceeds of the offering, and the rules for setting the offer price and allocating shares. The brokerage house also organizes marketing activities for the offering, such as a roadshow, investor meetings, press conferences, advertisements,

promotional materials. The brokerage house carries out the offering and its settlement, that is, it collects subscriptions from investors, sets the offer price and the allocation of shares, settles the transactions and introduces the shares to trading on the market.

Legal adviser: this is the entity that carries out due diligence on the issuer, that is, it reviews its legal position, contracts, liabilities, disputes, and compliance with the law and market regulations. The legal adviser prepares the legal part of the prospectus, which contains information on the issuer’s capital structure, its management and supervisory bodies, its shareholders and the agreements between them, the rights and obligations of shareholders, and the security and guarantees granted by the issuer. The legal adviser handles the prospectus proceedings with the Polish Financial Supervision Authority, that is, it files the application for approval of the prospectus, responds to the KNF’s questions and comments, makes any corrections and obtains approval of the prospectus. The legal adviser also makes sure that the issuer’s communication with the market complies with regulations, that is, that the rules on inside information, equal treatment of investors, and disclosure of current and periodic information are observed.
Auditor: this is the entity that audits the issuer, that is, it reviews its financial position, accounting, reporting, internal control systems, and compliance with the law and standards. The auditor prepares the relevant part of the prospectus, which contains information on the issuer’s financial results, its assets and liabilities, cash flows, changes in equity, accounting assumptions and methods, and events material to the assessment of the issuer’s financial position. The auditor also issues an opinion on the reliability and correctness of the issuer’s financial statements and on whether the prospectus is truthful and does not mislead investors.
Investor relations agency: this is the entity that organizes the marketing communication of the offering, that is, it creates and delivers information about the issuer and the offering to potential investors, the media, analysts and market institutions. The investor relations agency prepares and updates the issuer’s website, presentations, reports, leaflets, newsletters, press releases, and video and audio materials. The investor relations agency also supports the issuer and the brokerage house in organizing the roadshow, investor meetings, press conferences, webcasts and conference calls. The investor relations agency also monitors market sentiment and expectations, as well as the reactions and opinions of investors, the media, analysts and market institutions regarding the offering and the issuer.

PUBLIC OFFERING WITHOUT A PROSPECTUS

A public offering without a prospectus is a public offering of securities that does not require a prospectus to be prepared and published, in accordance with the conditions set out in Regulation (EU) 2017/1129 of the European Parliament and of the Council on the prospectus to be published when securities are offered to the public or admitted to trading ¹. A public offering without a prospectus may be carried out in the following cases:

a public offering addressed solely to qualified investors ⁴;
a public offering in which the minimum investment per investor is at least EUR 100,000;
a public offering of securities allotted or to be allotted to employees or members of the management bodies of the issuer or of a subsidiary, provided that the issuer makes available a document containing information on the number and type of the securities and on the terms of and reasons for the offering.

A public offering without a prospectus does not, however, mean that the issuer has no disclosure obligations. An issuer carrying out a public offering without a prospectus must prepare and publish information on the offering, which contains basic information about the issuer, the securities, the terms of the offering and the risks associated with the investment, together with a statement of responsibility for the content of the information on the offering. The information on the offering is not subject to approval by the Polish Financial Supervision Authority, but it must be published on the issuer’s website and on the website of the brokerage house running the offering. In addition, the issuer must notify the Polish Financial Supervision Authority of its intention to carry out a public offering without a prospectus at least 3 working days before the offering begins.

The process of an offering without a prospectus:

The process of a public offering without a prospectus consists of several stages, which may vary depending on the type of offering, the type of securities, the size of the issue, the target market, etc. In general, the process includes the following steps:

Deciding to carry out the offering: the issuer decides to carry out a public offering of securities without preparing and publishing a prospectus, in accordance with the conditions set out in the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies.
Carrying out due diligence: the issuer carries out a legal and financial review (due diligence) to identify and assess the risks associated with the offering and to prepare the documentation needed to apply for admission of the securities to trading on a regulated market or in an alternative trading system.
Preparing the information on the offering: the issuer prepares the information on the offering, which contains basic information about the issuer, the securities, the terms of the offering and the risks associated with the investment, together with a statement of responsibility for the content of the information on the offering. The information on the offering is not subject to approval by the Polish Financial Supervision Authority, but it must be published on the issuer’s website and on the website of the brokerage house running the offering.
Running a promotional campaign: the issuer, in cooperation with the brokerage house, runs a promotional campaign for the offering, which aims to interest potential investors in the issuer’s securities. The promotional campaign may include investor meetings, press conferences, media advertising, information materials, online presentations and other marketing activities.
Carrying out the public offering: the issuer, through the brokerage house, carries out the public offering of securities, which involves the submission and acceptance of

subscriptions for the securities from investors. The public offering may be addressed to a wide group of investors or to a limited group of qualified investors. The public offering may take the form of an ordinary offering, a rights offering,

an offering with a minimum subscription condition or an offering with a maximum subscription condition.

Allotment of securities: the issuer, in cooperation with the brokerage house, allots the securities among the investors who subscribed for securities in the public offering. The securities may be allotted on the basis of criteria set out in the information on the offering or on the basis of negotiations with qualified investors.
Settlement of the public offering: the issuer, in cooperation with the brokerage house, settles the public offering, which involves payment of the issue price for the securities by the investors who received an allotment, and the transfer of the securities to a depository or to investors’ accounts in the settlement system.
Admission of securities to trading on the market: the issuer, through the brokerage house, applies for admission of the securities to trading on a regulated market or in an alternative trading system, in accordance with the conditions set out in the Act on Trading in Financial Instruments (ustawa o obrocie instrumentami finansowymi). Once the formal and substantive requirements are met, the issuer receives a decision admitting the securities to trading on the market, after which listing and trading of the securities on the market begins.

Participants in the process of an offering without a prospectus:

The participants in the process of a public offering of shares without a prospectus are:

issuer – the company that offers shares to the public without preparing and publishing a prospectus, in accordance with the conditions set out in Regulation (EU) 2017/1129 of the European Parliament and of the Council. The issuer is responsible for preparing and publishing the information on the offering, which contains basic information about the issuer, the shares, the terms of the offering and the risks associated with the investment, together with a statement of responsibility for the content of the information on the offering. The issuer must also notify the Polish Financial Supervision Authority of its intention to carry out a public offering without a prospectus at least 3 working days before the offering begins.

investors – entities that may acquire shares offered by the issuer in a public offering without a prospectus. Investors may be divided into qualified and non-qualified investors, depending on whether they meet the criteria set out in Regulation (EU) 2017/1129 of the European Parliament and of the Council. Qualified investors include, among others, financial institutions, states and public bodies, large enterprises, other entities authorized and approved by the KNF, as well as natural and legal persons that meet at least two of three conditions: they have an investment portfolio worth at least EUR 500,000, they make transactions worth at least EUR 50,000, and they have at least one year of professional experience related to the financial market. Non-qualified

investors are all the other investors who do not meet the criteria for qualified investors. Investors are required to read the information on the offering and assess the risks associated with investing in the issuer’s shares.

Investors subscribe for shares in the public offering and pay the issue price for the shares,

which they receive as a result of the allotment.

issuer’s financial adviser – an entity that provides advisory services to the issuer in connection with a public offering of shares without a prospectus. The issuer’s financial adviser may be a brokerage house or another entity with the appropriate qualifications and experience. The issuer’s financial adviser helps the issuer prepare and carry out the offering, including preparing the information on the offering, carrying out the legal and financial review (due diligence), valuing the issuer and the shares, selecting the brokerage house, negotiating the terms of the offering, running the promotional campaign, and communicating with investors and supervisory authorities. The issuer’s financial adviser acts under an agreement with the issuer that sets out the scope and type of services provided, the financial adviser’s fee, the scope of liability for the content of the information on the offering, the method of resolving disputes and other material provisions.

The role of the issuer’s financial adviser in preparing the main assumptions of the offering, selecting the other advisers, negotiating the terms of the issuer’s cooperation with them and coordinating the work of the other advisers is as follows:

preparing the main assumptions of the offering – the issuer’s financial adviser supports the issuer in defining the objective, scope, timetable and budget of the public offering of shares without a prospectus. The issuer’s financial adviser helps the issuer analyze the market, competitive and regulatory environment in which the offering is to take place. The issuer’s financial adviser advises the issuer on the structure of the offering, including the type and number of shares offered, the method of setting the issue price, the form and criteria of share allotment, the minimum and maximum subscription conditions, and the date and method of settling the offering. The issuer’s financial adviser prepares for the issuer a report on the financial analysis and valuation of the issuer and the shares, which forms the basis for setting the terms of the offering.
selecting the other advisers – the issuer’s financial adviser helps the issuer select the other advisers who will be involved in the process of the public offering of shares without a prospectus. The other advisers may include, among others, a legal adviser, a tax adviser, a statutory auditor, an advertising agency, a rating agency, a press agency, a notary’s office and a depositary. The issuer’s financial adviser helps the issuer define the scope and type of services that will be needed from the other advisers, invite bids, evaluate the bids and verify the qualifications and references

of the other advisers, negotiate the terms of cooperation and conclude agreements with the other advisers.

negotiating the terms of the issuer’s cooperation with the other advisers – the issuer’s financial adviser represents the issuer’s interests in negotiating the terms of the issuer’s cooperation with the other advisers. The issuer’s financial adviser makes sure that the terms of cooperation are favorable to the issuer, comply with the law and market standards, and take into account the specific nature of a public offering of shares without a prospectus. The issuer’s financial adviser negotiates with the other advisers, among other things, the scope and quality of the services provided, the deadlines and methods for completing tasks, the fee and how it is set and paid, the scope of liability and insurance, the method of resolving disputes and other material provisions of the agreements.
coordinating the work of the other advisers – the issuer’s financial adviser supervises and coordinates the work of the other advisers involved in the process of the public offering of shares without a prospectus. The issuer’s financial adviser makes sure that all the advisers work in line with the timetable and budget of the offering, fulfill their obligations and deliver the necessary documents and information. The issuer’s financial adviser is the main point of contact for the issuer and the other advisers, as well as for supervisory authorities and investors. It resolves any problems and conflicts that may arise during the offering. In addition, it reviews and approves the content of the information on the offering and of other promotional and information materials prepared by the issuer and the other advisers. The issuer’s financial adviser monitors and reports on the progress and results of the offering.

The issuer’s financial adviser therefore acts as the company’s chief coordinator and strategic adviser in the process of a public offering of shares without a prospectus. Its task is to see that the offering is carried out efficiently, in compliance with the law and in line with market expectations.

brokerage house – the entity that runs the public offering without a prospectus in the name and on behalf of the issuer. The brokerage house is responsible for preparing and carrying out the offering, including setting the terms of the offering, accepting and verifying subscriptions, allotting shares, settling the offering, and filing the application for admission of the shares to trading on a regulated market or in an alternative trading system. The brokerage house must also publish the information on the offering on its website and make it available to investors. The brokerage house acts under an agreement with the issuer that sets out the rights and obligations of the parties, the brokerage house’s fee, the scope of liability for the content of the information on the offering, the method of resolving disputes and other material provisions.

ADDITIONAL REQUIREMENTS FOR THE GPW (WARSAW STOCK EXCHANGE) AND NEWCONNECT MARKETS

GPW: this is a regulated market with the highest standards and requirements for issuers. To introduce shares to trading on the GPW, an issuer must meet, among others, the following conditions ¹ ²:

have equity of not less than PLN 4 million;
have at least 100 shareholders;
offer for sale at least 25 percent of the shares, or 15 percent of the shares with a value of not less than PLN 15 million;
have a financial history covering at least 3 years;
have a prospectus approved by the KNF;
have an agreement with a brokerage house acting as offeror and market maker;
have an agreement with a legal adviser and an auditor;
comply with corporate governance rules and disclosure obligations;
the issuer must have a market capitalization (understood as the product of the number of all the issuer’s shares and the projected market price) of at

least PLN 60 million or the equivalent in zlotys of at least EUR 15 million. Where it is not possible to determine the projected market price, the issuer’s equity is taken into account. Except for issuers whose shares from at least one issue have been traded for at least 6 months on another regulated market or on NewConnect, whose capitalization may be at least PLN 48 million or the equivalent in zlotys of at least EUR 12 million ².

NewConnect: this is an alternative market with milder and more flexible requirements for issuers. To introduce shares to trading on NewConnect, an issuer must meet, among others, the following conditions ³ ⁴:

have equity of not less than PLN 500,000 (funds from a share issue carried out before the debut on the NewConnect market may be included in the capital);
have at least 50 shareholders;
The issuer must offer for sale at least 10 percent of the shares, unless it offers for sale at least 5 percent of the shares with a value of not less than PLN 1 million, calculated on the basis of the projected market price. Where it is not possible to determine the projected market price, the nominal value of the shares is taken into account ³.
have a financial history covering at least 1 year;
have an information document approved by an authorized adviser or a prospectus approved by the KNF;
have an agreement with an authorized adviser acting as offeror and process coordinator;