Offering/ listing of securities

Pursuant to Dutch law implementing the Prospectus Directive (2003/71/EC) 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 Netherlands Authority for the Financial Markets or by the competent authority of another Member State.

The Prospectus Directive is implemented in the Act on the Financial Supervision and the AFM is the competent authority in the Netherlands for approving prospectuses.

One consequence of the implementation of the Prospectus Directive is that the distinction between the regime governing prospectuses relating to securities offered to the public and those admitted to trading is abolished.  The offering or listing of securities is now governed by the rules of the Prospectus Directive as implemented. All other financial instruments and products may be subject to a different regime.

The rules of the Prospectus Directive also apply to the offering or listing of  securities issued by closed-end collective investment schemes. However, for the applicable laws and regulations with respect to the licensing of collective investment schemes, please refer to 'Supervision of collective investment schemes'.