[Last updated: 1 January 2024, unless otherwise noted]

Primary listings

Prime Market or Standard Market (operated as regulated markets)

An application and a prospectus are required for the admission of each issue.

The listing application must relate to all securities in the same issue.

Companies that apply for admission to a regulated market (the Prime Market or the Standard Market) must have published a prospectus approved by the CNB or by another competent national authority of the relevant EEA state. The prospectus must be drafted in accordance with the relevant EU regulations and Czech law in Czech or English language, if it is to be approved by the CNB. In the case of an issuer from another EEA country, the regulator of the home state will have to review and approve the prospectus according to its law, which will be substantially identical as it will also be based on the EU Prospectus Regulation.

Besides an approved prospectus, the applicant must submit an application to the PSE (including relevant annexes) in writing and in electronic form, if the nature of the documents so permits, in Czech, English, or Slovak, containing the following details:

• Data regarding the issuer:
  • The issuer's name or registered business name, registered office, identification number and Legal Entity Identifier (LEI).
  • Amount of the equity capital, or the amount of the issued and approved capital for international issuers.
  • Identification of the issuer according to NACE (Nomenclature générale des Activités économiques dans les Communautés Européennes).
  • For a foreign issuer it is necessary to submit a statement declaring that the issuer's legal status complies with the legal code of the country where the issuer has its registered office and that the shares comply with the legal code of the country in which they have been issued.
  • For issues admitted for trading on multiple European regulated markets (dual listing), the name and address of the relevant capital market supervisory authority.
  • Codes of corporate control and management, which are mandatory or voluntarily complied with.
• Data regarding the share issue:
  • ISIN.
  • FISN.
  • Class and type of the shares.
  • Detail on whether the shares are shares, immobilized shares or book-entry shares.
  • Information on the legal code of the country under which the shares were issued.
  • Volume of the issue to be traded (the information can be added subsequently, at the latest one day before the first trading day).
  • Nominal value.
  • Identification of the investment security according to ISO 10962.
  • Specification of the domestic or foreign regulated market on which the issue is traded or on which an application was filed for admission to trading, including the date of admission.
  • Reference price (the information can be added subsequently, at the latest one day before the first trading day).
• The following declarations for a Prime Market listing (only the last two declarations in the list below apply in the case of Standard Market listing):
  • The issuer agrees to comply with all obligations arising from admission of the shares for trading on the Prime Market, as established by the Exchange Rules and by generally binding legislation.
  • The issuer declares that all conditions for admission of the issue for exchange trading, as required by the Rules of the PSE and by applicable law, have been met (or shall be met no later than upon admission of the issue for exchange trading).
  • The issuer declares that all annexes, documents and information that are a part of the application pursuant to the Exchange Rules, or have been requested in accordance with the Exchange Rules, have been provided or will be provided before the beginning of trading.
  • The issuer agrees to the publication of all information it provides to the PSE in connection with the application or otherwise after the possible admission of the shares on the Prime Market (with the exception of any information regarding which the PSE and the issuer may agree otherwise).
  • The issuer declares that the information contained in the application, documents and attachments is true, up-to-date and complete.
  • The issuer declares that all conditions for admission to an official or regulated market (as applicable) according to the Czech Capital Markets Act No. 256/2004 Coll. have been fulfilled.

In addition, an application for listing on the Standard or Prime Market must have the following annexes:

• Certification of ISIN allocation.
• (Prime Market only) Certification of FISN allocation.
• Power of attorney by the issuer, if a current trading member requests admission on behalf of the issuer (original or certified copy).
• A prospectus stating the date, manner and place of its publication, and – if the prospectus is not approved by the supervisory authority as of the date of the application – a draft prospectus or similar document which, according to a decision of the supervisory authority, comprises data equivalent to the data from a prospectus; however, a prospectus is not required if an exception from the obligation to publish the prospectus applies.
• Articles of association of the issuer.
• Two originals of the Framework Agreement for Admission of Investment Instruments for Trading on the Market of the Exchange signed by the issuer.
• In the case of a foreign issuer, an extract from a public register maintained in the country where the issuer has its registered office (original or authenticated copy).

An application for Listing on the Prime Market must have the following additional annexes:

• Unconsolidated or consolidated regular financial statements of an issuer for the last three fiscal years before the submission of the application, or both unconsolidated and consolidated regular financial statements of an issuer, depending on which of them the issuer produces, compiled in compliance with valid, generally binding legal regulations.
• If the issuer has been in existence in its current legal form for less than three years, it shall submit financial statements of its legal predecessor or statements from the time of its founding.
• For foreign issuers that compile their financial reports in accordance with accounting standards other than IFRS, together with such reports, it must present an overview of the relevant differences between such accounting standards and IFRS.
• If the issuer complies with the official market rules according to the Czech Capital Markets Act No. 256/2004 Coll., confirmation that the issuer has published financial statements for at least three consecutive years preceding the year the application is submitted, if so required by applicable legislation.

An application for Listing on the Standard Market must have the following additional annexes:

• A document proving the entry of the shares in the register of securities maintained by the central depository or a document proving a bulk safekeeping of the shares.
• In the case of collection securities, the affidavit of the person authorized to maintain records on the share owners in the collection security that such record has been established.

Free Market and Start Market

Trading on the unregulated markets does not require formal listing approval, only a decision by the Chief Executive Officer of the PSE about the admission to trading of an investment instrument on either the Free Market or the Start Market in order to "include" the security in trading. The issuer itself must apply for inclusion in the respective unregulated market.

The obligation to obtain a prospectus applies only where required by applicable Czech law and the EU Prospectus Regulation and may therefore not apply where there is a statutory exemption. It is therefore possible to avoid the prospectus requirement in the unregulated segment by a private placement with institutional investors only.

The application for inclusion in the Start Market or the Free Market must be sent to the PSE in writing and in electronic form, if the nature of the documents so permits, in Czech, English, or Slovak, containing the following details:

• Data regarding the issuer:
  • The issuer's name or registered business name, registered office, the law of the country where the issuer was established and LEI.
  • The identification number of the issuer or the number under which the issuer is entered in the Commercial Register or a similar register kept in the country of the issuer's seat.
  • The amount of the issuer's equity capital or the amount of the issued and approved capital as regards international issuers.
  • Identification of the issuer according to NACE (Nomenclature générale des Activités économiques dans les Communautés Européennes).
  • (Free Market only) The name or registered business name and registered office of the person requesting admission (if different from the issuer), or the number of its entry in the register.
  • (Free Market only) Power of attorney, if the issuer or a trading member is represented.
• Data regarding the share issue:
  • ISIN and FISN.
  • Type, form and category of the investment instrument.
  • Volume of the issue to be traded.
  • Nominal value, if specified.
  • Identification of the investment instrument according to ISO 10962.
  • Reference price.
  • (Free Market only) Repayment date of the investment instrument (if specified).
  • (Free Market only) A statement of all Czech or foreign regulated or unregulated markets, where the issue is traded.

The application for listing on the Start Market or the Free Market must include the following documents:

• A document proving the entry of the investment instrument in the register maintained by the depository or four specimens of the investment instrument (if the investment instrument is issued in a physical form) together with its technical description. The physical investment instrument certificates must be issued in accordance with applicable Rules of PSE.
• Two originals of the Framework Agreement on the Admission of Investment Instruments for Trading on the Market of the Exchange signed by the issuer.
• If it exists, an agreement concluded with a trading member, who will act as a patron with regard to the issue admitted.

In addition, the application for listing on the Start Market must include the following documents:

• Power of attorney by the issuer, if a current member requests admission on behalf of the issuer.
• Certification of ISIN allocation.
• Information document featuring the particular details contained in the Annex to the Rules of the PSE applicable to Start Market.
• A security prospectus, if there is an obligation to publish a security prospectus in accordance with the law or if the prospectus is published on a voluntary basis.
• If the prospectus is not published, an information document contained in the Annex to the Rules of the PSE applicable to Start Market.
• The issuer's articles of association and other similar documents.
• The issuer's affidavit featuring the particulars provided in the Annex to the Rules of PSE applicable to the Start Market regarding the fulfilment of all the terms of the subscription.
• If the prospectus or the information document has been prepared by one or more shareholders of the issuer, an affidavit issued by the issuer that it provided such shareholder(s) with all due cooperation and that all information stated in the prospectus is true and accurate.

In addition, the application for listing on the Free Market must include the following documents:

• In the case of a shares listing, the issuer's articles of association and other similar documents.
• In the case of a bond listing, the respective issuance terms and conditions.
• Comprehensive information about the investment instrument, including its detailed description, underlying assets, liquidity provider details, and any required regulatory assessments.
• An extract from the Commercial Register of the issuer, or in the case of a foreign issuer, an extract from a commercial register maintained in the country where the issuer is headquartered.
• Other information and documents as may reasonably be required by the PSE.

In case the application for listing on the Free Market does not fulfil some of the conditions for admission to the Free Market, a guarantee from a trading member with the PSE must be obtained. In such case, some other documents may be required to be attached to the application.

Secondary listings

There are no major differences between an application for a primary listing and a secondary listing. For the relevant differences in the documents which are required for the secondary listing, please refer to section 3 (Listing documentation and process) above for a description of any differences in secondary trading (as opposed to a true listing) on the PSE.

The prospectus requirements are contained in the EU Prospectus Regulation.

In particular, the prospectus must include disclosure relating to the following topics:

• Details of the persons responsible for the prospectus.
• Details of the auditors.
• Selected financial information.
• Risk factors relating to the company and its industry.
• General information about the company.
• A description of the company's operations, principal activities, significant new products and services and principal markets.
• Organizational structure.
• Property, plant and equipment.
• A narrative description of the company's financial condition, changes in financial condition and results of operations for the periods covered by the financial statements, and any significant factors affecting its operating results.
• The company's research and development policies.
• Details of the company's management.
• Corporate governance.
• Number of employees and their share options.
• Major shareholders.
• Recent related party transactions.
• Dividend policy.
• Legal and arbitration proceedings.
• Profit forecast.
• Details of the company's share capital, objects, articles of association or charter, rights attaching to shares, procedure for conducting general meetings of shareholders and other related information.
• A summary of material contracts.

The prospectus must also contain historical financial information, in the form of consolidated financial statements for at least the last three completed fiscal years. If the balance sheet date of the last annual financial statements is older than nine months, interim financial statements must be provided. The last balance sheet date of the annual financial statements must not be older than 18 months (if the prospectus contains audited interim financial statements) or 15 months (in the case of unaudited financial statements). In any event, the latest semi-annual or quarterly financial statements must be included in the prospectus if they have been published by the company.

In addition to consolidated financial statements, the CNB requires the company's standalone financial statements for the last three fiscal years to be included in the prospectus because such financial statements show the company's distributable profits.

If there has been a recent significant change in the company's position, such as a significant acquisition or merger, it is necessary to include pro forma financial information to reflect how the transaction would have affected its assets and liabilities and earnings if it had occurred at the beginning of the period covered by the report. Also, in the case of a complex financial history (such as mergers with other companies or other major transactions), additional historical financial information for the company or companies that was or were merged into or acquired by the issuer may have to be provided, in order to give a complete picture of the consolidated company's financial history over the last three years.

For a company incorporated in an EEA member state, the accounts must generally be prepared under IFRS. For a company incorporated outside the EEA, the accounts should be prepared either under IFRS or under US, Japanese, Chinese, Canadian or South Korean GAAP (which have been deemed equivalent to IFRS by the European Commission).

In all cases, audited financial statements must be provided together with the auditor certificates.

The prospectus must be approved by the CNB or in case of issuers from another EEA member state, the competent authority in their home member state. The review period is 10 working days from receipt of the application, if the application includes documents proving that the issuer of the security given in the prospectus previously had securities admitted to trading on a regulated market, or previously offered securities to the public. In other cases, this time limit is extended to a maximum of 20 working days.

However, in practice, the approval process is usually discussed with the CNB well in advance (roughly two months) for the purposes of agreeing the contents and satisfaction of all statutory requirements, with the formal filing being just a formal conclusion of the whole approval process. Thanks to this cooperation with the CNB, the period between filing the application for approval of the prospectus and issuing a decision approving the prospectus can be as short as 1 day, which enables effective management of the related steps, such as listing the securities on the PSE or launching a public offer.

The listing process is much quicker than the prospectus approval process. The formal review period according to the Rules of the PSE is 10-15 days, depending on the specific market. However, listing cannot occur until the shares to be listed have been validly issued and the prospectus has been approved. In practice, due to the prior meetings with the PSE representatives, the formal approval is also very quick as the whole set of all necessary documents is usually agreed in advance.

Typical process and timetable for a listing of a foreign company on the PSE

Link to Timetable

There are no major variations in the documentation required for an offering of shares of a foreign company, compared to a domestic company. For any specific differences, please refer to section 3 (Listing documentation and process) above.