News & Articles

February 19, 2020

CMTA releases Model Prospectus for the public offering of tokenized shares

The Capital Markets and Technology Association (CMTA), an independent Swiss association creating standards for the use of new technology in capital markets, released today a model prospectus for public offerings of tokenized shares, a further tool to help Swiss companies use distributed ledger technology to finance their activities.

Swiss companies wishing to offer their shares to the public are required to publish a prospectus, a legal document that describes the offered shares and the company offering it. With the entry into force of the Swiss Financial Services Act (FinSA), prospectuses will now be subject to an official review and be required to contain more information than was previously the case.

The CMTA Model Prospectus offers a framework needed to comply with FinSA’s requirements and certain standardized disclosures with respect to the tokenization of shares. With this, companies are able to put more focus on the most important sections of the prospectus: the description of their activities, their prospects and the related risk factors.

The Model Prospectus has been prepared to be used in conjunction with the Blueprint for the tokenization of shares, released in 2018 by the CMTA. For ease of use, it is accompanied by an explicative memo detailing the conditions under which the model should be used. Members of the CMTA also have access to advice from international law firm Latham & Watkins on EEA and UK "selling legends" to add to the Model Prospectus and other aspects of public offerings conducted from Switzerland.

The Model Prospectus was prepared by a working group of individuals from CMTA’s members, in particular capital markets experts from Niederer Kraft Frey Ltd (NKF) and Lenz & Staehelin.

Mr. Daniel Bono, partner at NKF and a member of the working group, commented: "Preparing a prospectus can seem overwhelming, especially for growth companies. We believe that the CMTA Model can be used as a basis to make prospectus drafting more efficient."

Dr. Jacques Iffland, the CMTA’s Chairman said: "With the new Swiss prospectus regime set to become effective in the coming months, companies who want to tokenize their shares will need to make sure they comply with the new regime. The CMTA Model Prospectus provides a framework to achieve compliance."