BaFin Issues Warning Against Wonderkiri OÜ

The Federal Financial Supervisory Authority (BaFin) has announced that it has sufficient grounds to suspect that the website operator of (wonderkiri.de/), Wonderkiri OÜ, which states that its registered office is in Tallin (Estonia), is offering its securities "naos token" to public in Germany without the required prospectus.

Offering securities to the public without an approved prospectus constitutes a violation of the prospectus requirement under Article 3(1) of the EU Prospectus Regulation – unless an exemption applies.

In contravention of Article 3(1) of the EU Prospectus Regulation, no prospectus was published for the public offering. There is no evidence to suggest that the company is exempt from the prospectus requirement.

Unless an exemption from the prospectus requirement applies, securities may be offered to the public in Germany only if a prospectus approved by BaFin in advance has been published. During the approval process, BaFin checks whether the minimum information required by law is included in the prospectus and whether its content is understandable, coherent and consistent. However, BaFin does not check whether the information contained in the prospectus is correct. Moreover, it does not check whether the issuer is reliable nor does it examine the product in question.

Under section 24 (3) no. 1 of the WpPG, a violation of the prospectus requirement constitutes an administrative offence and, under section 24 (6) of the WpPG, is punishable by a fine of up to EUR 5 million or 3% of total revenues for the previous financial year. Fines of up to twice the economic advantage gained from committing the offence may also be imposed.