Today, the FMA published a Communication on the obligations of issuers who issue, offer to the public, or have offered to the public securities or security tokens, as well as an Instruction on approval of a securities prospectus.
FMA Communication 2019/2 explains the main principles and clarifies the most important obligations of issuers. This Communication is supplemented by FMA Instruction 2019/10. The Instruction explains the processes for approval of a securities prospectus. FMA Instruction 2019/10 also serves to meet the requirements of the directly applicable Regulation (EU) 2017/1129.
Note on the distinction between approval and endorsement of a prospectus
Offering securities to the public generally requires preparation and publication of a securities prospectus under the EEA Securities Prospectus Implementation Act (EWR-WPPDG). In Liechtenstein, a securities prospectus must be approved by the FMA (prospectus approval) and published as required by law in order to be considered valid. There is no obligation to publish a prospectus if an exemption applies under Article 1 of Regulation (EU) 2017/1129. Prospectuses covered by an exemption are, however, subject to restrictions including with regard to target audience, issue amount, distribution, and also trading (secondary market).
A securities prospectus must contain all the essential information about the issuer and the securities offered in order to eliminate information asymmetries between investors and issuers. The securities prospectus must therefore contain at least the minimum information required under European law.
The FMA examines only whether the prospectus contains the minimum information required by law and whether the content of the prospectus is comprehensible and consistent. It expressly does not verify the accuracy of the contents of the prospectus. In principle, the issuer (offeror) is liable for the accuracy of the information provided in a securities prospectus. Consequently, the FMA examines neither whether the issuer is reputable and trustworthy nor whether the business model is sustainable.
Statements by issuers or publications which, in particular, give the impression that the FMA has endorsed the securities prospectus or conferred a seal of quality or verified the business model violate the Prospectus Ordinance and the law. In such cases, the FMA may publish appropriate warnings or notices and take further steps to protect investors.
On its website, the FMA maintains a register of the securities prospectuses it has approved.