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ProfessionalsInformation forIssuers of securitiesOffering/ listing of securitiesProspectus supervision

 

Prospectus supervision

The Prospectus Directive (2003/71/EC) was published in the Official Journal of the European Union (L345/64, 31.12.2003) on 31 December 2003, on which date it became effective. The Prospectus Directive was implemented in the national legislation on 1 July 2005. The Prospectus Directive is accompanied by the Commission Regulation (No. 809/2004). The Prospectius Directive sets the overarching content requirements, but the details are being set within the Commission Regulation.

The European Securities and Markets Authority (ESMA) also published an update of series of Recommendations on 23 March 2011 (Ref: ESMA/2011/81) regarding the way in which certain topics in the Prospectus Directive and the Commission Regulation should be interpreted and/or explained. In addition, ESMA published its updated version of the Frequently Asked Questions regarding prospectuses.

Pursuant to the Prospectus Directive, it is not allowed to offer securities to the public in the Netherlands or have securities admitted to trading on a regulated market situated or operating in the Netherlands without prior publication of a prospectus that has been approved by the AFM or by the competent authority of another Member State.

Under the new regime, if a prospectus has been approved, it can be used to offer securities throughout the European Union, provided that the AFM has provided the host Member State with a certificate of approval. Conversely, prospectuses that have been approved by another Member State's competent authority will be accepted in the Netherlands. The Member States where securities are offered via an approved prospectus for which a certificate of approval has been provided are not allowed to impose any additional requirements on that prospectus. If applicable, the certificate of approval must be accompanied by a translation of the summary of the prospectus.

New developments
New developments will be announced on the AFM website so you are well advised to consult it regularly. We also recommend that you will not hesitate to obtain professional advice with respect to the applicable rules and regulations.