On 6 September 2017, the decree amending the Exemption Regulation to the Act on the Financial Supervision (Vrijstellingsregeling Wft, the Exemption Regulation) (the Decree) was published in the Dutch Government Gazette (Staatscourant).

The Decree will result in a number of changes as of 1 October 2017:

  1. A prospectus will not require approval from the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten, the AFM) and does not need to be made available to the public if the total value of the securities offered to the public or admitted for trading on a regulated market in the EEA does not exceed EUR 5,000,000 calculated over a period of 12 months (the Exemption). This means that the current exemption limit of EUR 2,500,000 will be doubled.
  2. Parties wishing to rely on the Exemption will be required to:
  • notify the AFM prior to the offer or admission taking place. The AFM will need to be provided with some basic information on, among other things, the issuer, the issuer’s management and the offering itself; and
  • provide investors with the newly introduced information document that will be included in Annex A to the Exemption Regulation. This information document provides information on, among other things, the issuer, the most important risks for investors, the target market, the type of investment and costs.

The AFM has indicated that it is important that the information document is brought to the attention of investors, for example by referencing to this document in marketing material. The Dutch Minister of Finance will liaise with the AFM to investigate how this can be safeguarded.

View the Decree (Dutch only), 6 September 2017.