Increase exemption limit prospectus requirement
On 6 September 2017 the final regulation on the increase of the exemption limit for the prospectus requirement (only available in Dutch) has been published. The regulation increases the exemption limit for the prospectus requirement from EUR 2,5 million to EUR 5 million. According to the explanatory notes, this increase should contribute to efficient access for SMEs to the capital markets.
If an issuer wishes to make use of the EUR 5 million exemption, this must be notified to the AFM in advance. The notification must include certain information, such as the maximum size of the intended issuance in euro’s, the offer period, the category of the offered securities and the manner in which the raised monies will be spent including the intended (investment) strategy and the manner in which profits will be generated).
The regulation also contains certain minimum information requirements regarding the information to be provided to potential investors for entities making use of the EUR 5 million exemption. Appendix A contains a standard information document to be completed by the issuer. The appendix is based on the requirements set by the Dutch Unfair Commercial Practices Act (Wet oneerlijke handelspraktijken). The standard information document is only available in Dutch. This is due to the fact, according to the Ministry of Finance, that the exemptions is only available for offerings of securities in the Netherlands.
The regulation will enter into force on 1 October 2017.