Equities private placement regime in Portugal

1. Prospectus requirement

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

2. Prospectus exemptions

Key exemptions (subject to further requirements not detailed below)

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.

Admission to trading of securities on a regulated market

  • Shares representing less than 20% of the existing issued shares of the same class, already admitted to trading on the same regulated market, 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)

Only on the basis of an approved prospectus or the exemptions set out in paragraph 2.

3.2 High net worth individuals 

Only on the basis of an approved prospectus or the exemptions set out in paragraph 2.

3.3 Retail/public/others

Only on the basis of an approved prospectus or the exemptions set out in paragraph 2.

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

Not if a prospectus is required.

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

Yes, subject to complying with applicable financial intermediation rules.

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

Reverse solicitation is possible if within the scope and observing private placement requirements.