Equities private placement regime in the Netherlands

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 Member State, other than Qualified Investors.
  • Aggregate amount of the offer is less than EUR 5m within the EEA, calculated per category in a rolling 12 month period, subject to the issuer notifying the Dutch Authority for the Financial Markets and completing an information document in the form required by Dutch law which must be submitted to the Dutch Authority for the Financial Markets and made available to investors.

Admission to trading on a regulated market – Listing

  • Listing 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, but only if such individuals successfully request to be treated as professional investors in accordance with Annex II, Section II of MiFID II.

3.3 Retail/public/others

Only on the basis of an approved prospectus, unless one of the exemptions referred to in paragraph 2 above applies.

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

Yes, subject to complying with any requirements referred to in paragraph 3 above.

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

Yes, subject to complying with any requirements referred to in paragraph 3 above and subject to having obtained the required license to perform investment services.

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

No.