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Spain

Law and regulation of private placement of common stock in Spain

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?
Spain
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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.  

Admission to trading on a regulated market – Listing

  • Admission/Listing of new shares on a regulated market, representing less than 20% of the existing issued share capital admitted to trading on the same market in a rolling 12 month period.
  • Shares resulting from the conversion or exchange of other securities or from the exercise of the rights conferred by other securities, where the resulting shares are of the same class as the shares already admitted to trading on the same regulated market, provided that the resulting shares represent, over a period of 12 months, less than 20% of the number of shares of the same class already admitted to trading on the same regulated market.

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 if the high net worth individual does not comply with the exemptions set out in paragraph 2 above, a prospectus must be issued.

3.3 Retail/public/others

Yes, but if the “retail/public/others” does not comply with the exemptions set out in paragraph 2 above,
a prospectus must be issued.

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

Yes, but if the potential investor does not comply with the exemptions set out in paragraph 2 above, a prospectus must be issued.

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

Yes, but if the potential investor does not comply with the exemptions set out in paragraph 2 above, a prospectus must be issued.

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

No.