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Austria

Law and regulation of private placement of common stock in Austria

Table of contents
  1.  Prospectus requirement
  2. Prospectus exemptions
  3.  Ability to offer shares to
    1.  Institutional/professional/authorised investors (for example investment funds, insurers, pension funds)
    2.  High net worth individuals 
    3. Retail/public/others
  4.  Can the issuer approach potential investors on their own?
  5.  Can the issuer's financial adviser/ placement agent approach potential investors on their own?
  6.  Are there any other exemptions which may be relied on?
Austria
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1. Prospectus requirement

  • Offer to the public.
  • Admission of securities to trading on a regulated market – Listing on the Official Market (Amtlicher Handel) of the Vienna Stock Exchange.

2. Prospectus exemptions

Key exemptions

Offer to the public

  • Qualified Investors.
  • Less than 150 persons per EEA state, other than Qualified Investors.
  • Aggregate amount of the offer in the EU is less than EUR 5m when aggregated with other offers in the previous 12 months:
    • For offers between EUR 250,000 and EUR 2m, the issuer must publish an information document according to the Alternative Financing Act (Alternativfinanzierungsgesetz); or
    • For offers between EUR 2m and EUR 5m, the issuer must publish a simplified, national prospectus according to the Capital Markets Act (Kapitalmarktsgesetz).

Admission to trading on a regulated market – Listing

Admission to trading/Listing of new shares of the same class as shares already admitted to trading on the same regulated market, representing less than 20% of the existing issued share capital on a rolling 12 month basis.

There are a number of exemptions available, most of them however require the submission of a document equivalent to a prospectus.

3. Ability to offer shares to

3.1 Institutional/professional/authorised investors (for example investment funds, insurers, pension funds)

Yes.

3.2 High net worth individuals 

Yes, subject to complying with applicable prospectus rules or the exemptions set out in paragraph 2 above.

3.3 Retail/public/others

Yes, subject to complying with applicable prospectus rules or the exemptions set out in paragraph 2 above.

4. Can the issuer approach potential investors on their own?

Yes, subject to complying with applicable prospectus rules or the exemptions set out in paragraph 2 above.

5. Can the issuer's financial adviser/ placement agent approach potential investors on their own?

The financial adviser/placement agent should have an appropriate license and must comply with applicable prospectus rules or the exemptions set out in paragraph 2 above.

6. Are there any other exemptions which may be relied on?

Austria has implemented the reverse solicitation provisions of MiFiD II.