| Tittel: | Disclosure of Information in the Context of Directed Share Issues – An Empirical Study on Accelerated Bookbuild Offerings Conducted by Finnish Publicly Traded Companies | | Ansvar: | Jesse Collin og Sakari Sedbom | | Forfatter: | Collin, Jesse  / Sedbom, Sakari | | Materialtype: | Artikkel - elektronisk | | Signatur: | Nordisk tidsskrift for Selskabsret | | Utgitt: | København : DJØF Forlag, 2025 | | Omfang: | S. 107–135 | | Serie: | Nordisk tidsskrift for Selskabsret ; 2/2025 | | Innhold: | This paper investigates disclosure of information in the context of directed share issues, focusing on the reasons for accelerated bookbuild offerings (ABOs) that Finnish companies listed on Nasdaq Helsinki and First North Growth Market have communicated to the market. The public discourse has raised concerns about subscription discounts offered to institutional investors and the exclusion of minority shareholders from these types of share issues. The Finnish Companies Act requires a weighty financial reason for derogating from shareholders' pre-emptive rights, which has been the source of criticism when such reasons are not clearly communicated.
This study evaluates the reasons communicated in mandatory disclosures for arranging ABOs by Finnish companies from March 19, 2010, to November 27, 2024. The empirical analysis focuses on 42 ABOs, including 22 by listed companies and 20 by First North companies, to determine if the existence of a weighty financial reason is recognizable and to assess the appropriateness of the Finnish Securities Market Association’s new recommendation regarding disclosure of information in the context of directed share issues.
Introduction
Public discussion about directed share issues conducted by Finnish listed companies and First North companies has been lively in recent years. Public debate has particularly arisen around accelerated bookbuild offerings ("ABO"), in which shares are typically offered only to a limited group of experienced and professional investors in a private placement. The criticism has focused on the fact that institutional and other professional investors have been able to subscribe to the company's shares at a discount compared to the market price of the shares. In some cases, the discount has been significant (at highest 18.4 % compared to the closing price immediately preceding the ABO), leading to a clear decline in the market price of the share immediately after the directed share issue. | | Del av verk: | Nordisk tidsskrift for selskabsret 2/2025 |
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