Capital Market Prospectuses
Capital market prospectuses are usually very detailed, and should not be confused with advertising material or information flyers that are sometimes also referred to as a “prospectus”.
Capital market prospectuses are intended to permit you as an investor to provide you with an fundamental picture about the issuer and the securities or investments that it offers publicly. By way of explanation: An issuer issues securities. In the case of a public offering of a product, investors must be places in the position by the prospectus to be able to make an informed decision to buy.
Such information must be contained in a clear and comprehensible manner in the capital market prospectus:
- Inspecting assets and liabilities
- Information about the financial situation
- Profits and losses
- Future prospects of the issuer and every guarantor
- The rights associated with securities or investments
In order to be able to gain one’s bearings among the wealth of information, every prospectus must also contain a summary. It should be understood as an introduction that contains the most important information and warnings in a clear way in the summary of the prospectus.
The obligation to publish a prospectus also applies for the admittance to trading on a stock exchange. The Stock Exchange Act (BörseG; Börsegesetz) however stipulates certain individual exceptions, for example in the case of exchange offers in the case of a takeover, merger or demerger of companies.
A prospectus is generally to be drawn up for all securities and investments that are publicly offered.
Exceptions from the obligation to publish a prospectus however include, among others, public offerings of securities or investments to less than 150 persons or with a total consideration of less than EUR 2 million. Below the EUR 2 million threshold the Alternative Financing Act (AltFG; Alternativfinanzierungsgesetz) applies, which prescribes a less comprehensive information document for investors. Where the total consideration is less than EUR 250,000 then not only is the obligation to publish a prospectus under the Capital Market Act (KMG; Kapitalmarktgesetz) is waived, but also the information requirement in the Alternative Financing Act (AltFG; Alternativfinanzierungsgesetz). All exemptions in relation to the obligation to publish a prospectus may be found in Article 3 of the Capital Market Act.
The FMA checks prospectuses for their:
For a securities prospectus to be valid, it must been approved and legally external auditors). These prospectuses are not approved by the FMA
The FMA only checks securities prospectuses for completeness, coherence and comprehensibility. The FMA is unable to review the correctness of the information. The respective issuer is liable for the correctness of the details published in a securities prospectus, in particular guaranteed features (for example absolute safety, opportunities for high yield, the highest possible security, low volatility).
Both securities and investment prospectuses are as a rule made available free of charge as the registered office of the issuer. You may also download the prospectus on the issuer’s website or provider.
The Oesterreichische Kontrollbank AG, with its registered office in Vienna, is the legal repository. You may enquire at the notification office whether a prospectus was published. Copies of the prospectuses may be requested from the OeKB for a nominal fee.