The pre-marketing definition of the AIFMD has been closely implemented into the Danish AIFM Act section 3(1)(55).
Pursuant to the Danish AIFM Act 88 a (implementing the AIFMD article 30a) an EEA AIFM may commence pre-marketing except where the information presented to potential professional investors:
(a) is sufficient to allow investors to commit to acquiring units or shares of a particular AIF;
(b) amounts to subscription forms or similar documents whether in a draft or a final form; or
(c) amounts to constitutional documents, a prospectus or offering documents of a not-yet-established AIF in a final form.
Where a draft prospectus or offering documents are provided, they must not contain information sufficient to allow investors to take an investment decision and must clearly state that:
(i) they do not constitute an offer or an invitation to subscribe to units or shares of an AIF; and
(ii) the information presented therein should not be relied upon because it is incomplete and may be subject to change.
EEA AIFMs must ensure that investors do not acquire units or shares in an AIF through pre-marketing and that investors contacted as part of pre-marketing may only acquire units or shares in that AIF through the applicable marketing procedures pursuant to the AIFMD.
Any subscription by professional investors, within 18 months of the EEA AIFM having begun pre-marketing, is considered the result of marketing and is subject to the applicable marketing procedure pursuant to the AIFMD, if investors subscribe units or shares:
- of an AIF referred to in the information provided in the context of pre-marketing, or
- of an AIF established as a result of the pre-marketing,
Further, the Danish AIFM Act implements the notification procedure for pre-marketing pursuant to the AIFMD article 30a.
Pursuant to the AIFMD article 30a an EEA AIFM must send, within two weeks of it having begun pre-marketing, an informal letter, in paper form or by electronic means, to the competent authorities of its home Member State. That letter must specify the Member States in which and the periods during which the pre-marketing is taking or has taken place, a brief description of the pre-marketing including information on the investment strategies presented and, where relevant, a list of the AIFs and compartments of AIFs which are or were the subject of pre-marketing.
The competent authorities of the home Member State of the EEA AIFM must promptly inform the competent authorities of the Member States in which the EEA AIFM is or was engaged in pre-marketing.
The Danish FSA has in its Q&A on, inter alia, AIFMs and UCITS stated that the pre-marketing regime is not available for non-EEA AIFMs. This means that no pre-marketing may be conducted by non-EEA AIFMs in Denmark.
Social Media cookies collect information about you sharing information from our website via social media tools, or analytics to understand your browsing between social media tools or our Social Media campaigns and our own websites. We do this to optimise the mix of channels to provide you with our content. Details concerning the tools in use are in our privacy policy.