Financial Markets Lawyers

As of 1 January 2012, the conditions for reliance on the ‘minimum amount’ and the ‘minimum denomination’ exemption for offerings of individual investment objects, participation rights in collective investment schemes and securities in the Netherlands have been tightened. These changes have been implemented through amendment of the Exemption Regulation to the Dutch Act on Financial Supervision (Vrijstellingsregeling Wft).
As a result, the minimum investment thresholds resulting in exemption from the relevant licensing and/or prospectus requirements have been increased to EUR 100,000 instead of EUR 50,000. The new stricter rules apply in any event to all "offerings" taking place after 1 January 2012 (an "offering" includes the management of a financial product during its life time). Certain transitional provisions have been enacted for:
(a)    parties merely managing individual investment objects offered before 1 January 2012 under the EUR 50,000 exemption; and
(b)    collective investment schemes offered before 1 January 2012 in reliance on the 50,000 exemption.
Further explanation concerning those changes and the transitional provisions can be found in a letter from the Dutch Minister of Finance (Dutch only) and on the AFM website (Dutch only).
As of 1 January 2012, new mandatory warning rules apply to advertisements, offerings and marketing documentation relating to exempted offerings of individual investment objects, participation rights in collective investment schemes and securities.

Inclusion of these warning is not required for exempted offerings of securities to only “qualified investors” as defined under Dutch regulations.

As of 1 January 2012, the scope of the rules governing the notification of voting rights and participating interests in –briefly put– listed Dutch public companies and non-European issuers with a Dutch listing has been extended to certain cash-settled instruments, such as ‘contracts for difference’ and ‘total return equity swaps’. The rationale behind this extension is that under certain circumstances these instruments may give the holder the possibility to influence the underlying voting rights and to obtain a participating interest in the relevant issuer. In relation to this change the Dutch Authority for the Financial Markets (“AFM”) has recently issued a policy rule and an updated version of the AFM brochure for shareholders.