Exemptions from the interdiction to offer securities in The Netherlands to the public

by R.A.U. Juchter van Bergen Quast

Are there any exemptions or exceptions from the interdiction to offer any securities in The Netherlands to the public or to admit to trading on a regulated market that is either located or functioning in The Netherlands without making available to the public a prospectus approved by a competent authority (all as meant in article 5:2 Wft (Law on the financial supervision)?

In principle, no prospectus needs to be approved by a competent authority and made available to the public if one or more of the exceptions set forth in articles 5:3 and 5:4 of the Wft apply or if one or more of the exemptions sets forth in the ‘Vrijstellingsregeling Wft’ (exemption regulation Wft) apply. Pursuant to these articles and this regulation it is i.a. not necessary to obtain the approval of a prospectus from a competent authority and make it available to the public in case of:

  • An offer of securities addressed to fewer than 150 natural or legal persons (it is not relevant how many persons actually purchase the securities offered, relevant is the number of persons to whom the offer is made).
  • An offer of securities that can only be acquired for a total consideration of at least EUR 100.000 per investor, for each separate offer.
  • An offer of securities whose denomination per unit amounts to at least EUR 100.000.
  • An offer of securities with a total consideration of less than EUR 100.000.
  • Shares or certificates of shares representing, over a period of 12 months, less than 10 per cent of the number of shares or certificates of shares of the same class already admitted to trading on the same regulated market located or functioning in the Netherlands.
  • Securities offered in connection with a takeover by means of an exchange offer, provided that a document is available containing information which is regarded as being equivalent to that of the prospectus.
  • Securities offered by an association or institution (vereniging of instelling) without the intention of making a profit and with the intention of obtaining funds to realize its non-commercial aims.
  • The total value of the securities offered is less than EUR 5.000.000, calculated over a period of 12 months and provided the offer is in compliance with sub clause 3 and sub clause 4 of article 53 of the ‘Vrijstellingsregeling Wft’ (exemption regulation Wft).
  • More information about the exemption notice.