Law and regulation of private placement of common stock in Austria

• 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.

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.

Yes.

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

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

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

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.

Austria has implemented the reverse solicitation provisions of MiFiD II.