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Offering of securities

offering of securities

Going public typically refers to when a company undertakes its initial public offering, or IPO, by selling shares of stock to the public. The Securities Markets Act applies to offerings of securities regardless of whether the issuer is a public or private company or whether there is an. A securities offering, whether an IPO or otherwise, represents a singular investment or funding round. Unlike other rounds (such as seed rounds or angel rounds). FOREX INDICATOR STRATEGY Im having similar. The good thing different ways to view GPOs, and an administrator can. The Cisco IOS software dynamically creates and connect to remote SQL server Overview Any Desk allow other users account then not Mode with Networking.

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There will be disintermediation — less need for lawyers, brokers, registrars and other middle men. The ongoing compliance process will become significantly automated. Think: securities compliance as a service SCaaS. Regulation could become … attractive. That is only one reason. There are quite a few practical benefits to security tokens. These generally arise from the use of blockchain technology in a securities context. These include:. Not quite.

The best use case for security tokens is illiquid assets that are sensitive to the cost of capital but agnostic to the identity of investors. Take a social enterprise business. The identity of the key stakeholders in the business is a critical feature. The notion that it could be anybody would be shocking. Not a good candidate for tokenisation. Real estate is illiquid. Cost of capital dictates the attractiveness of the investment. Lower the cost of capital, and market entry is attractive.

The identity of the investors is not important. These characteristics make quality real estate asset a good use case for tokenisation. Why would tokenisation of real estate be attractive? Fractional ownership will allow part of an asset to be made available by tokenisation. This provides the asset owner with different choices on how to approach the market. Tokenisation allows access to a broader range of people who can participate in asset ownership with potentially lesser costs.

Tokenisation makes this more possible. In time, investors will be able to access to a broader range of property assets. Presently, the international property investment market is difficult to access, and investors need to rely on intermediaries to present opportunities. Tokenisation should help democratise this. Real estate investment will be made more liquid. Tokens will be traded in the secondary market. A real estate investment is usually locked up for a number of years.

Tokenised real estate could be sold wholly or partially at the discretion of the token holder. Public trading in real estate. Only at the surface level. In practice, tokenised real estate investment should be quite different. REITs are securities traded on stock exchanges. The underlying investment and asset management policy is subject to many conditions. The operator and other participants all are subject to a high degree of regulation.

The cost of formation and operation mean REITs are geared to a property portfolio comprising many expensive property assets. The nature of the investment lends itself to a buy and hold investment policy. That all sounds very fine indeed. Any obstacles? The worst case scenario is poor quality assets mis-sold, causing retail investor loss across multiple countries, and leading to a crisis of confidence in the underlying technology and an enforcement crackdown.

If I buy a token in an asset-based security token offering, will I own a piece of the property? Am I tokenising the asset? Tokenising the underlying real estate would require tokenisation of the Land Registry. This is not what happens. You will most likely indirectly own an interest in a share in a company that is the owner of the property. This is an indirect interest in the share, and the share in turn represents an indirect interest in the property. The token is an asset-backed security.

If the token could be considered an instrument or agreement under which the return is determined by reference to the change in the price, value or level of property or a basket of property , then that is a structured product. If the token is an indirect interest in shares, are we tokenising shares then? Usually, shares or the share register are not being directly tokenised. It may be possible to do so in some locations. It would need the laws of that legal system to accommodate digitisation of each step of the share issuance and share transfer process.

These and other related questions will be answered in different ways in different places. Sometimes solutions can be found; sometimes not. If a solution cannot be found, then the issuer can choose another location, wait for laws to be updated, conduct a traditional security issuance, or find an alternative tokenised approach. What kind of alternative tokenised approach? The alternative that is presently used more frequently is for the company to issue shares to a custodian.

The role of the custodian is to hold the shares and hence the share register static. Sometimes a trustee is used instead of or in addition to a custodian. This depends on the structure and the token rights. Then, the company declares that a digital token represents a right that is derived from and linked to the shares. This is typically a right to an earnings stream such as dividends, but can also include voting rights and other rights associated with shares.

This is a structure similar to depositary rights. It is an additional layer to the legal structure used for the investment arrangement. So, it is an added level of complexity. This is an offering to the public. Is the asset-owning company a public company? Public companies could be used. It will normally be a private company. A private company is a company that, by its Articles of Association, limits the number of its members to fifty, is prohibited from offering its shares to the public, and contains restrictions on the transfer of its shares.

A share is the share in the capital of the company. The company only has regard to the person entered in the Register of Members as the owner of that share. This person is the legal owner of share. Even though it is private company, an indirect interest in its shares is being offered more widely. It is possible to separate legal ownership to shares from equitable interests in or rights to the shares. Only indirect rights linked to shares are being offered widely in the token offering.

When that token is traded in the secondary market, then only the indirect interest is being traded, not the legal interest in the share itself. The legal interest in the share remains static, and that legal interest will have restrictions on transfer prescribed by the Articles of Association. Can a Hong Kong private company limited by shares be used for this purpose?

Theoretically, yes, but unlikely in practice. Stamp duty is assessed on the transfer of a beneficial interest in shares under Hong Kong tax law. Even though security tokens are not shares, they may represent an interest in shares, and stamp duty may be assessable on transfers of security tokens.

A better location might be a location that does not impose stamp duty on share transfers, or has an electronically enabled system for submission and payment of stamp duty. Why does securities law apply to a security token offering? Take Hong Kong. One and probably more of those categories is likely to apply, and will be considered a security offering.

The more likely categories are interests in shares issued by a company, interest in a collective investment scheme, or a structured product. What is the consequence of the offering being classified a security? In Hong Kong, the consequences relate to regulation of the offering documents, and regulation of persons conducting certain activities in or targeting Hong Kong in relation to the offering and subsequent trading.

What is the regulation that applies to the offering document? Any offering document issued in connection with a security token offering issued to the public in Hong Kong must be authorised by the Securities and Futures Commission SFC , unless an exemption or safe harbour applies. Most offerings will seek to rely on an exemption or safe harbour. This is sometimes referred to as a private placement, which can in fact include quite a number of people. The specific exemptions or safe harbours will depend on the offering itself, and the legal nature of the token.

For instance, shares and debentures in a company can rely on safe harbours that are different to securities that are not shares or debentures in a company. An offering will not need SFC authorisation if it is limited to professional investors, or is not made to the public in Hong Kong deemed to be 50 persons for share or debenture offerings. Professional investors are defined by the SFO and in general terms, comprise institutional investors, and corporate and individual investors that have high net worth.

Other exemptions could apply, and some exemptions can be aggregated. If the offering will be made on a retail business, open to all, then SFC authorisation will almost certainly be needed. However, the normal process for SFC authorisation of an offering document will need some adjustment to take account of the specific circumstances of a security token offering.

SFC authorisations will be slow and uncertain at first. Even if you call it a dog. This is the same even if it is called a white paper. Does that mean that white papers for security token offerings will need to be written like offering documents? Yes, if they relate to an offering of securities. Actually, they should not be called white papers anymore. The white paper was a technical description of a technology application.

A security token offering is simply an offering of securities, aided substantially in process and execution by technology. It is first and foremost a security offering. That said, the standard Private Placement Memorandum for a security offering will need to be adapted for the significant and substantial impact of technology.

Yes, if they relate to a subscription for or purchase of a security. Typical language around the classification of the investor, and the nature of the offering, will be critical. The standard Subscription Agreement will need to be adapted for the impact of technology on the process. What activities need to be regulated for a security token offering? So all I need to do is find a willing licensed company that has the right licences.

You will need to find a licensed corporation that either has specific permission to undertake a security token offering, or is willing to notify the SFC to obtain that. Licences are issued according to the business plan provided to the SFC, and the licensing conditions imposed by it. If there is a material change, then the licensed corporation must notify the SFC. Security token offerings are new, and would constitute a material change.

Very few, if any, licensed corporations have this as part of their approved business lines. There are different exemptions for each of the regulated activities. But it is hard to conceive of an exempted structure that would allow a security token offering be launched in Hong Kong, without the persons in Hong Kong doing so being licensed. What if I only target professional investors? It will help with the offering document regime, assuming you are able to confirm, before an offer is made, that the person to whom you intend to make an offer is a professional investor in accordance with regulatory guidance on the evidence needed.

It is unlikely to help too much in respect of the regulated activity regime. The professional investor exemption only applies to one regulated activity dealing in securities , only in respect of institutional professional investors not corporate and individual professional investors such as family offices and high net worth individuals , and the person must be acting as principal. General principle. If you have people on the ground in Hong Kong working to launch a security token offering, then there is a very high probability near certainty it is a regulated activity and those people need a licence.

Maybe if the structure is moved entirely out of Hong Kong? Yes, if you intend to be in the business of conducting security token offerings or trading in security tokens. Be prepared that it might take some time to get the licences. Who do I need to work with to conduct an STO? You will likely need to work with a Issuance Platform, a distributor broker-dealer , a listing platform, a legal team and a financial advisor. You may also need to work with an auditor, a valuation company and a trustee.

That seems like a lot of parties. Who should I contact first? You can start first with the legal team, the financial advisor and the issuance platform. So lawyers, financiers and issuers. What are their roles? The issuance platform provides the technology platform and support for the token issuance. The issuance platform also works closely with the corporate service provider and the listing platform, especially if they already have a good working relationship. They can also assist with coordinating subsequent listings, and keeping the tokens up-to-date with the evolving market practice and new requirements of listing platform.

The legal team can advise you at an early stage on how to structure the underlying asset to the STO, and advise you whether there is any major legal or regulatory obstacle to your business model. The financial advisor can give a preliminary advice on the expected costs and return of the STO.

Are the engagements only for the STO project? No, an issuance platform will be engaged on a long-term basis, and not just for the STO. The issuance platform will continue to monitor the security tokens after closing the token sale. This can assist with managing the ownership registry, and ascertaining the ultimate beneficiaries of the tokens and their proportion of tokenised investment. This is a critical function when the STO company makes distributions in the future after closing.

For instance, you may want to seek legal advice before issuing announcements to investors. Are the financial advisors the glue to keep the project together? A financial advisor is the critical adviser for an STO, and is likely to be the first person engaged by the STO company. The general expectation is that financial advisers in respect of security tokens will need to be licensed in Hong Kong for Type 6 Advising on Corporate Finance.

However, the SFC has yet to confirm or provide guidance on this point. You mentioned broker-dealers above. But their role is more than that. They can also:. Not all licensed broker-dealers in Hong Kong are approved to distribute security tokens. The broker-dealer must have completed the notification and approval process with the SFC for approval to distribute security tokens. And when should I start talking to a broker-dealer?

We recommend the engagement of a broker-dealer at an early stage. The due diligence process may result in changes to the STO structure or process. Also, once due diligence is completed, the broker-dealer will conduct a transparent and focused marketing campaign in Hong Kong.

How do I know where to conduct the STO? You will need a listing platform for listing and trading of the security token is a crucial aspect of STO. What listing platforms are available in Hong Kong? In Hong Kong, the SFC accepts applications from virtual asset trading platforms for the licences that allow the virtual asset trading platforms to trade security tokens.

Hong Kong is well-positioned to be a key hub for the Asia-Pacific region. Does a listing platform bring anything else to the offering? Yes, a popular listing platform can bring volume to your STO. They can also assist with managing the token holders and help with dividends payment. Regulation, legal structures, and legal process are at the heart of an STO.

A legal adviser is a key project team member that must be engaged at an early stage. STOs are often conducted on a multi-jurisdictional basis, and the STO company will appoint a lead legal adviser to project manage the roles and responsibilities of lawyers from other locations.

Yes, the corporate structure is a key focus of any STO project. The processing period of a prospectus is 20 banking days when the securities of the company are being offered to the public for the first time or when a new company is being listed on the stock exchange. In other circumstances, the processing period of a prospectus is 10 banking days.

The date on which the application was filed is not included in the processing time. We charge a processing fee for an approval decision in accordance with our price schedule. The application must indicate for what purpose the prospectus was prepared and which prospectus requirements were observed in preparing it. When applying lighter prospectus requirements, the justifications must also be presented.

In addition, other material issues concerning the offering and prospectus must be described, and if the intention is to notify the approved prospectus to another EEA state, this must be mentioned. If permission regarding, for example, the language or publication schedule of the prospectus is sought, the justifications must be provided in the application.

The application must also indicate who functions as the contact person during the inspection period, and who should be the recipient of the approval decision and invoice of the inspection. The cross-reference list indicates which parts of the prospectus provide which information under the content requirements e. Annexes of the Prospectus Regulation. The cross-reference list should be provided in as much detail as possible, taking all sub-items of the content requirements into account.

Where some of the required information items does not exist or some requirement does not apply to the issuer, this should be mentioned, and the justifications for omitting an item should be given when necessary. Requirements for the contents and publication of prospectuses are harmonised across the European Economic Area. The requirements of the basic information document in accordance with the Securities Market Act are set out in the relevant decree of the Ministry of Finance. It must be published with its text and format identical to the approved original version.

Any documents incorporated in the prospectus by reference are part of the prospectus and must be published in the same manner as the prospectus. Once approved, the prospectus shall be made available to the public at a reasonable time in advance of, and at the latest at the beginning of, the offer to the public or the admission to trading of the securities involved.

In the case of an initial offer to the public of a class of shares that is admitted to trading on a regulated market for the first time, the prospectus shall be made available to the public at least six working days before the end of the offer.

All prospectuses approved shall remain publicly available in electronic form for at least 10 years after their publication. A prospectus will be valid until the closing of the offer or until the securities have been admitted to trading on a regulated market, but for no longer than 12 months after approval of the prospectus. If an error is found in the information contained in the prospectus during its validity, or other such information arises which may have material importance for investors, the prospectus must be supplemented without undue delay.

In the context of a supplementation of a prospectus, the investors as a rule receive the right to cancel their investment decision. The cancellation period is two banking days from the publication of the supplement. The supplement must state the right of cancellation a description of the cancellation procedure and the time period when investors can use their right of cancellation. The maximum processing period for a supplement is 5 banking days from the submission of the application.

A supplement must be published in the same manner as the prospectus. Capital markets Issuers and investors Offering of securities and prospectuses. Offering of securities and prospectuses How is the offering of securities regulated?

The following general principles under the Securities Markets Act must always be complied with when offering securities: prohibition of procedures in violation of sound securities market practice prohibition against providing untruthful or misleading information provision of fair access to adequate information. There are, however, several exceptions to the obligation to prepare a prospectus. Open all elements Close all elements. When is there no obligation to prepare a prospectus? There is no obligation to prepare a prospectus if one of the following exemptions apply to the offer: the total consideration of the offerings within a month period is under EUR 1,, the total consideration of the offerings within a month period is at least EUR 1,, but does not exceed EUR 8,, instead of a prospectus the offeror is obliged to publish a basic information document referred to in the Securities Market Act the securities are offered exclusively to qualified investors the securities are offered to fewer than investors the minimum investment or denomination per unit is at least EUR , What constitutes an offering to the public?

What information must be provided in an application? How and where is the application submitted? In connection with an application for approval, the FIN-FSA must be provided with the following: Prospectus Cross-reference list Any documents incorporated in the prospectus by reference, e. The application and appendices may be submitted to us either by email to kirjaamo at finanssivalvonta. Box , FI Helsinki.

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The Securities Markets Act applies to offerings of securities regardless of whether the issuer is a public or private company or whether there is an intention to list the securities.

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Is it really possible to earn a forex We will submit the decision concerning the approval in a scanned copy by email to the contact person. If a prospectus is submitted to us with material deficiencies, we may request the applicant to supplement the application. A secondary offering is when a company that has already made an initial public offering IPO issues a new set of corporate shares to the public. There are also certain exceptions to this obligation. The underwriter also guarantees a specific number of shares will be sold at that initial price and will purchase any surplus. The issuing company and offering of securities investment bankers handling the transaction predetermine an offering price that the issue will be sold at. However, it may not make sense for your company to conduct a securities offering at this point in its development.
Binary options cent accounts brokers Exempt Offerings Offerings conducted pursuant to an exemption from registration are often referred to as exempt offerings. Partner Links. Investors often base their investment decisions on their impressions of management. You will need to determine the offering exemption or registration that is most appropriate. The application must indicate for what purpose the prospectus was prepared and which prospectus requirements were observed in preparing it. This plan should describe in detail the product or service the nim financial sells, the market for its products or services, its competition, management and financial condition. The issuer must submit the approved prospectus and any documents incorporated therein by reference to the public register of prospectuses maintained by us.
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