Regulatory
Issuance framework, listing and investor eligibility.
The compliance perimeter of the programme: Czech a.s. issuer, planned Wiener Börse MTF application and access limited to qualified investors.
Vienna MTF listing and regulatory perimeter.
Application will be made for the Notes to be admitted to trading on the Wiener Börse MTF via an Information Memorandum — not a full Prospectus — exempt under Regulation (EU) 2017/1129 for qualified investor-only offerings. An MTF is not a regulated market under MiFID II, which suits an institutional-only investor perimeter. Advised by Black Manta Capital Partners, the Official Capital Market Coach of the Vienna Stock Exchange.
Listing route
Information Memorandum to be submitted to Wiener Börse (Annex B route, qualified investors only). No ESMA Prospectus required and no PRIIPs KID for professional investors. Admission sought to the Qualified Investor Segment.
Investor perimeter
MiFID II professional clients and eligible counterparties only. Negative target market for retail in the EEA and UK. Regulation S: no US offer, no US persons.
Czech law issuer
LienFlow a.s., Czech joint-stock company and SPV for the Notes, IČO 23943572. Notes governed by Czech Bonds Act No. 190/2004 with Czech court jurisdiction.
Regulatory risks flagged
Single-class, no tranching — not formally a securitisation under Regulation (EU) 2017/2402, with a voluntary disclosure commitment. Legal opinions on fund characterisation and AIFMD are to be obtained prior to issuance and will not bind regulators or courts.
Tax is designed to arise once
At the level of the investor — not between the portfolio and the coupon.
Interest deductible
Interest paid by the Borrower on the loan is deductible in the United States, so the US entity has little taxable income.
Disregarded entity
US Holding is a disregarded entity holding no equity in the Borrower — the condition for the portfolio interest exemption on the interest it receives.
Margin only
At the Issuer, interest received is offset by the coupon paid, so Czech corporate income tax falls only on the Issuer's margin.
Where tax arises
The intended result is that no tax is suffered between the portfolio and the investor. Investors should take their own tax advice.
The treatment described depends on confirmations being obtained and no assurance is given.
Contact
Let's talk.
Documentation — Information Memorandum, business plan model, PVOne servicer reports, BMCP engagement letter and Articles of Association — is available under NDA on request to professional clients.
Martin Bodocký
LienFlow a.s.