Public consultation open until 17 August 2026: SPOT market as a possible new market mechanism for unlisted shares
How can liquidity be provided for investments in unlisted companies? Is there a need in the Croatian market for an additional mechanism that would connect existing and prospective investors before a company joins the stock exchange?
These are some of the questions on which Hanfa is seeking feedback through a public consultation on the possible establishment of a SPOT market for unlisted shares. To this end, Hanfa has published a Public Consultation Document, launching a consultation process with all interested participants in the capital market.
In recent years, the Croatian market has seen growth in venture capital and private equity investment, an increase in the number of companies financed through private capital, and growing interest in alternative sources of business growth financing. At the same time, investors in unlisted companies often face limited exit opportunities, while potential new investors may find it difficult to access investment opportunities and relevant information about such companies.
Against this backdrop, Hanfa wishes to assess whether there is a need for additional market infrastructure bridging the gap between private financing and the public capital market.
What is SPOT market?
SPOT market is envisaged as an organised system for expressing and displaying market interest in the purchase and sale of unlisted shares through periodic trading cycles. Unlike a stock exchange or existing trading platforms, it would not facilitate transaction execution or order matching. Instead, it would provide a structured environment for displaying market interest and exchanging relevant information among participants.
The concept is partly inspired by the UK’s PISCES model; however, the purpose of the consultation is not to transpose a foreign solution uncritically, but rather to assess whether there is a need for a model tailored to the Croatian market and the European regulatory framework.
Why could this be important for the market?
Potential users of such a system could include:
- venture capital and private equity funds seeking additional opportunities for partial or full exits from investments;
- institutional investors interested in investing in unlisted companies;
- investment firms and banks monitoring capital market development and advising issuers;
- growth-stage companies seeking to broaden their investor base and gradually move closer to the capital market.
In the case of market demand for such a model, it could contribute to greater transparency in the unlisted shares market, improve exit opportunities for existing investors, facilitate the participation of new professional and qualified investors, and strengthen over the long term the pipeline of companies ready to go public.
Not a final regulatory proposal
The Public Consultation Document does not propose a final solution or a predetermined regulatory model.
Its purpose is to initiate an expert discussion and gather market views on the following questions:
- Is there a need for a SPOT market or a similar mechanism in Croatia?
- What challenges could such a system address?
- Who would use it?
- How should it operate?
- What are the key regulatory, operational and market risks?
The document also contains an illustrative example of potential legislative provisions, intended solely as a basis for discussion and for gathering comments from stakeholders.
Invitation to submit comments
Hanfa invites all interested capital market participants, including investors, venture capital and private equity funds, investment firms, credit institutions, law firms, members of the academic community and professional associations, to submit their comments and proposals on the Public Consultation Document.
Comments should be submitted until 17 August 2026 using the Comment Submission Form, which should be sent by email to shpms@hanfa.hr with the subject line: “Consultation on the establishment of a SPOT market for unlisted shares”.
The comments received will be used to assess whether there is market demand for this type of model and may serve as a basis for future regulatory proposals in the context of amendments to the Capital Market Act.
The presentation on the proposed introduction of the SPOT market for unlisted shares is available here.
