Sovereign Ordinance No. 8.258 dated September 18th, 2020 implementing Law n° 1.491 of June 23rd, 2020 relating to token offerings (the “Ordinance”) was published in the Journal de Monaco of September 25th, 2020 and provides clarifications to be summarized as follows:
Any offer of tokens must necessarily be presented to persons acting on their own behalf, addressed either only to qualified investors or to less than one hundred and fifty (150) unqualified investors, or to investors who acquire tokens for a total price of at least 100,000 euros per investor and per separate offer, or when the nominal unit value of the tokens is at least 100,000 euros. The Ordinance also defines the status of qualified investors, being specified that the latter must notify in writing their wish to be considered as qualified investors and the envisaged transaction.
The Commission overseeing and controlling the issuance of token offerings is made up of six full members bound by rules of professional secrecy. The Ordinance provides for all of its prerogatives and control procedures.
In addition, the Ordinance specifies that the label referred to by the Law can only be issued to offerings of tokens with a nominal unit value of at least 100,000 euros. The decision of the Minister of State is notified to the petitioner within two months of receipt of the complete application for authorization. Likewise, the Ordinance defines (i) the conditions of the authorization granted by the Minister of State to all digital platforms, the only entities therefore authorized to issue said token offerings, as well as (ii) the information required in order to file a request for authorization to make a token offering.
The Information Document intended for investors and controlled by the Commission (the “White Paper“) is attached to this application for authorization. The Erratum to the Ordinance, published on October 2nd, 2020, adds an annex, namely a model of the Information Document to be provided in the context of a token offering.
The list of token offerings the authorization is published with the mention of its authorization’s date by ministerial decree on a website of the Prince’s Government.
Finally, the token issuer publishes on its website the result of the token offering no later than two working days from the closing of the offer, it being specified that the closing of the offer is defined as the first of the two dates between the date on which the maximum amount of the offer is reached and the date corresponding to the end of the subscription period.