Exempted offerings after 1 January 2012: increase of exemption threshold from EUR 50,000 to EUR 100,000 and new ‘visual’ warning requirements for exempted offerings
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 Netherland 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. 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). In connection with the above change the relevant definition of “Professional Market Parties” has been amended so as to only cover parties from whom deposits or other forms of repayable funds are attracted for an amount of at least EUR 100,000 (rather than 50,000).
In addition to the above, as of 1 January 2012, new mandatory warning rules (so-called “Wild West sign”) apply to advertisements, offering and marketing documentation relating to exempted offerings of individual investment objects, participation rights in collective investment schemes and securities (i.e. less than one hundred offerees, minimum investment > EUR 100,000, etc.).
Inclusion of such warning is not required is for exempted offerings of securities targeting exclusively “qualified investors” as defined under Dutch regulations.