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Romania

Law and regulation of private placement of common stock in Romania

Table of contents
  1.  Prospectus requirement
  2. Prospectus exemptions
  3.  Ability to offer shares to
    1.  Institutional/professional/authorised investors (for example investment funds, insurers, pension funds)
    2.  High net worth individuals 
    3. Retail/public/others
  4.  Can the issuer approach potential investors on their own?
  5.  Can the issuer's financial adviser/ placement agent approach potential investors on their own?
  6.  Are there any other exemptions which may be relied on?
Romania
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1. Prospectus requirement

  • Offer to the public.
  • Admission to trading of securities on a regulated market.

2. Prospectus exemptions

Key exemptions

Offer to the public

  • Qualified Investors.
  • Less than 150 persons per EEA state, other than Qualified Investors.
  • Aggregate amount of the offer in the EU is less than EUR 1m in a rolling 12 month period and in the case of a Romanian issuer making a public offer exclusively in other EU member states EUR 5m in a rolling 12 month period.

Admission to trading on a regulated market

  • Admission to trading of new shares on a regulated market representing less than 20% of the existing issued share capital in a rolling 12 month period.

3. Ability to offer shares to

3.1 Institutional/professional/authorised investors (for example investment funds, insurers, pension funds)

Yes.

3.2 High net worth individuals 

Yes, subject to complying with applicable prospectus rules or the exemptions set out in paragraph 2 above.

3.3 Retail/public/others

Yes, subject to complying with applicable prospectus rules or the exemptions set out in paragraph 2 above.

4. Can the issuer approach potential investors on their own?

Yes, subject to complying with applicable prospectus rules or the exemptions set out in paragraph 2 above.

5. Can the issuer's financial adviser/ placement agent approach potential investors on their own?

The financial adviser/placement agent should have an appropriate license and must comply with applicable prospectus rules or the exemptions set out in paragraph 2 above.

6. Are there any other exemptions which may be relied on?

Reverse solicitation provisions were implemented in Romania (subject to complying with the provisions applying to reverse solicitation and observing the private placement requirements).