The revised Prospectus Directive, which came into force on 31 December 2010, was implemented in the Netherlands on 1 July. The main changes to the Dutch Financial Markets Supervision Act (FMSA) are:

  • The exemption from the requirement to prepare a prospectus now applies to offers with a minimum denomination of EUR 100,000 per investor or per unit. Previously, the limit was EUR 50,000. The threshold for dispensation under the Transparency Directive has also been raised to EUR 100,000.
  • The requirement to produce a prospectus does not apply if the offer is directed at fewer than 150 persons per member state, none of whom are qualified investors.
  • Clarification that the exception for offers with a total value of less than EUR 100,000 concerns the total value in the EEA.
  • The exception to an obligation to produce a prospectus for offers to employees will be extended to (i) securities of issuing institutions with a head office or registered office in the EEA, and (ii) securities that are admitted to trading on a market outside the EEA.
  • The definition of "qualified investor" now matches the definition of professional client under the MiFID.
  • The obligation to annually publish an information document has been abolished.
  • The requirements for the summary have been specified. The European Commission may expand the requirements for the contents and lay out of the summary (see the amended Prospectus Regulation for this).
  • The prospectus is deemed to be available to the public if it has been placed on the website of the issuing institution or the website of the financial intermediaries.
  • A prospectus is valid for twelve months after approval, instead of twelve months after publication.

Offers of securities to the public currently fall outside the scope of the Prospectus Directive if the total value of the offer is less than EUR 2.5 million. The amended Prospectus Directive provides for the option to raise this threshold to EUR 5 million, but the Netherlands have not used this option.

Finally, two omissions have been rectified. Firstly, the FMSA now requires that the prospectus identifies the person responsible for the prospectus. This requirement was incorrectly omitted from earlier implementing legislation. Secondly, the FMSA did not include the exemption for offers of securities already admitted to trading on a regulated market situated or operating in the Netherlands. This omission has also been rectified.

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