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.
- offer to professional clients who are not natural persons;
- offer in or from the DIFC directed at fewer than 50 persons in any 12 month period, excluding professional clients who are not natural persons;
- an offer where the total consideration to be paid by a Person to acquire the Securities is at least USD 100,000, or an equivalent amount in another currency;
- an offer where the total aggregate consideration offered is less than USD 100,000 (or equivalent) calculated over a period of 12 months;
Exempt securities which may be admitted to trading without a prospectus
- shares representing, over a period of 12 months, less than 10% of the number of shares of the same class already admitted to trading on the same DFSA authorised market institution (being DFSA licenced exchanges and clearing houses);