Generally, all public offerings of an offeror or issuer in or to Liechtenstein residents are subject to a duty to prepare a prospectus. This includes the offering of securities negotiable on securities market, shares equivalent to equity or shares of legal entities, bonds and other securitised debts and any other securities qualifying as transferable securities.
However, the prospectus duty does not apply according to Article 3 of the Law of 10 May 2019 implementing Regulation (EU) 2017/1129 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market (EEA Securities Prospectus Implementation Act; EWR-WPPDG) in accordance with Article 3 (1) of Regulation (EU) 2017/1129, insofar as:
- these offers are not subject to notification in accordance with Article 25 of Regulation (EU) 2017/1129; and
- the total consideration of such an offer in the EEA is less than a monetary amount calculated over a period of 12 months which shall not exceed EUR 8,000,000 or the equivalent in CHF.
Generally, the obligation to publish a prospectus according to Article 1 (4) of Regulation (EU) 2017/1129 is exempted in the following cases:
- if the offer is directed solely at qualified investors;
- if the offer is directed at fewer than 150 non-qualified investors in each State;
- if the offer price does not exceed EUR 100,000 or the equivalent in another currency over a period of twelve months; or
- if the denomination per unit or per investor amounts to at least EUR 100,000 or the equivalent in another currency.
Qualified investors according to the Article 2(e) of Regulation (EU) 2017/1129 are persons or entities that are listed in points (1) to (4) of Section I of Annex II to Directive 2014/65/EU, and persons or entities who are, on request, treated as professional clients in accordance with Section II of that Annex, or recognised as eligible counterparties in accordance with Article 30 of Directive 2014/65/ EU unless they have entered into an agreement to be treated as non-professional clients in accordance with the fourth paragraph of Section I of that Annex. For the purposes of applying the first sentence of this point, investment firms and credit institutions shall, upon request from the issuer, communicate the classification of their clients to the issuer subject to compliance with data protection laws.
In addition, the Regulation (EU) 2017/1129 provides for several other exemptions which depend on the nature of the security (securities offered in connection with a takeover, shares representing, over a period of 12 months, securities that are traded on a regulated market etc.).
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