Offer to the public
- Qualified Investors.
- Less than 150 persons per EEA state, other than Qualified Investors.
- The aggregate consideration for which securities are publicly offered in the European Economic Area is less than EUR 8m during the preceding twelve months (however, in cases where the aggregate consideration is EUR 100,000 or more, the issuer must produce a 3 page securities information sheet which must be approved by the German Financial Supervisory Authority (BaFin) and published).
In cases where the aggregate consideration is EUR 1m or more, the exemption may only be used, if securities are only provided in conjunction with investment advice or investment brokerage by an investment firm that is obliged to verify that the aggregate value of securities that can be purchased by each non-qualified investor does not exceed the following amounts:
- EUR 1,000, or
- up to EUR 10,000, if the respective non-qualified investor holds at least EUR 100,000 in cash and/or financial instruments of which he can freely dispose;
- twice the non-qualified investor’s average monthly net income, subject to a maximum amount of
- offers made by credit institutions or issuers whose shares are already listed on a regulated market of a member state of the European Economic Area with an aggregate consideration for which securities are offered of less than EUR 8m.
Admission to trading on a regulated market – Listing
- Admission to trading/Listing new shares of the same class as shares already admitted to trading on the same regulated market, representing less than 20% of the existing issued share capital in a rolling 12 month period.
Pursuant to Peruvian securities laws, an offer qualifies as private when it is not targeted to the general public or to a segment of the market.
Pursuant to Peruvian securities law:
- General public is an undetermined group of individuals, who could be potential investors in Peru.
- Segment of the market is a segment of the general public, who could require protection granted
by the Superintendence of Securities Market.
The protection of the Superintendence is considered necessary when such segment of the general public has difficulties in adopting a free and informed decision with respect to an offer.
In addition, an offer is considered private when:
- It is not made via mass media, it is not publicly advertised, and there is no public solicitation. An offer is considered made via mass media when it is made through newspapers, magazines, radio, television, mail, meetings, computer systems or other technological means ideal for making known the content of the offer to the general public or to a segment of the market;
- It is targeted exclusively to Qualified Investors (including high net worth individuals) (hereinafter, “QIBs”). Pursuant to Peruvian securities regulations, QIBs are individuals, companies or legal entities that, due to their nature, net worth, knowledge and sophistication, understand and evaluate the risks associated with their investment decisions.
Peruvian securities laws consider the following individuals, companies or legal entities to be QIBs:
- Banks, finance entities, insurance companies and other companies set forth in the General Act of the Financial and Insurance Systems and of the Superintendence of Banking and Insurance, Act No. 26702; companies authorised to be securities traders; and private pension funds, investment funds and companies authorised to pursue asset-backed securitization;
- Foreign entities that develop similar activities to those indicated in section (i) above, as well as ‘Qualified Institutional Buyers’ as this term is defined in Rule 144A of the U.S. Securities Act of 1933;
- Healthcare Providers (“Entidades Prestadoras de Salud”) referred to in the Modernization of Social Security Act, Act No. 26790; the Public Pension Fund (“Oficina de Normalización Previsional- ONP”); and the Peruvian Social Security Administration (“Seguro Social de Salud - ESSALUD”);
- Private or public legal companies that have as principal activity to invest in securities. In case of private legal entities, to be considered as QIBs, they shall have an investment portfolio in securities with a value greater than or equal
to PEN 1m (approx. USD 303,000);
- The funds administrated by the individuals or companies referred in the previous sections, provided that the investment decision is their sole responsibility and that the individual net worth of the fund is equal to or greater than PEN 400,000 (USD 120,000);
- Individuals that have a net worth that exceeds PEN 2m (approx. USD 606,000), and have securities investment portfolios of at least PEN 1m (approx. USD 303,000);
- The offering is of financial products (securities) with an individual consideration (face or placement value) of at least PEN 250,000 (approx. USD 75,000) each. These securities are subject to transfer restrictions (may only be transferred to other QIBs, unless the offering is registered with the Superintendence of Securities Market).
Should the offer be targeted to more than 100 individuals, it shall be presumed public.