New Prospectus law in Liechtenstein

Where securities are either offered to the public or are to be admitted to trading on a regulated market, a prospectus must in principle be drawn up. From 21/07/2019, the new EU Prospectus Regulation – Regulation (EU) 2017/1129 – will apply in Liechtenstein.

There are in particular the following exceptions from the obligation to publish a prospectus:

• Offer of securities addressed solely to qualified investors: “Qualified investors” are defined in particular as follows
  • financial institutions (banks, insurance companies, investment firms);
  • large companies (balance sheet total = EUR 20 million, net turnover = EUR 40 million, own funds = EUR 2 million);
  • investors who, upon request, can be treated as qualified investors;
• offer of securities addressed to fewer than 150 natural or legal persons per EEA Member State, other than qualified investors;
• offer of securities whose denomination per unit amounts to at least EUR 100,000;
• offer of securities addressed to investors who acquire securities for a total consideration of at least EUR 100,000 per investor, for each separate offer;
• offer of securities that is not subject to notification and whose total consideration over a 12-month period does not exceed EUR 8,000,000;
• offer of securities whose total consideration over a 12-month period does not exceed EUR 1,000,000.

Special feature of the “EU Growth Prospectus”

Prospectus with standardised presentation for the following issuers:

1. SMEs;
2. issuer, other than SMEs, whose securities are traded or are to be traded on the SME growth market with an average market capitalisation in the last 3 calendar years of less than EUR 500 million;
3. issuer, whose public offer does not exceed EUR 20 million over a period of 12 months, provided that no securities are traded on an MTF and average employment in the last financial year is up to 499;
4. offeror of securities of one of these issuers referred to in points 1. and 2.