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Belgium

Law and regulation of private placement of common stock in Belgium

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?
Belgium
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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 5m in a rolling 12 month period; or
    • EUR 8m in a rolling 12 month period if (to be) admitted to the Belgium Stock Exchange markets the MTF Euronext Growth or the MTF Euronext Access.

For offers of investment securities below or equal to these thresholds and for direct admission (without a public offer) to trading on MTF Euronext Growth/Access, the issuer must publish an information note, complying with the conditions set out in the prospectus law and Royal Decree of 23 September 2018 which must be filled with the Financial Services and Markets Authority (FSMA), without prior approval, at the latest at the time when it is made public.

Admission to trading on a regulated market

  • Issue of new shares on a regulated market of 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?

Yes, subject to complying with applicable prospectus rules or the exemptions set out in paragraph 2 above. In the case of a public offer, the financial adviser/placement agent should have an appropriate license.

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

There are limited other exemptions available for one-off communications (however these are strictly interpreted and need to be considered on a case-by-case basis). Belgium has implemented the reverse solicitation provisions of MiFiD II.