Procedures for the prospectus Directive For Issuers of securities

An application for approval of a prospectus can only be taken into consideration when the following documents are received by the AFM: the completed and signed statement and the documents mentioned in that statement (if applicable), including a signed request for approval.

When the issuer is a ‘specialist’ issuer as meant in the prospectus regulation and the ‘ESMA Recommendations’, the applicable completed checklists must be sent to the AFM as well. Specialist issuers are: property companies, mineral companies, scientific research based companies, companies with less than 3 years of existence (start up companies) and shipping companies.

Please send the documents by e-mail to service.prospectus@afm.nl.

Procedure

The AFM will notify the applicant of its decision relating the approval within 10 working days of the submission of these documents. This period shall be extended to a maximum of 20 working days if the securities to be offered to the public or admitted to trading involves securities offered by an issuing institution which does not have any securities admitted to trading on a regulated market and who has not previously offered securities to the public.

If the documents submitted by the applicant are incomplete or if further information is necessary for the AFM to assess the capital, financial position, results or prospects of the institution or the rights and obligations attached to the securities, the AFM will notify the applicant within a period of 10 or 20 working days and will grant the applicant the opportunity to supplement such information. Generally, for this purpose, the applicant for approval will receive a 'document comment sheet' from the AFM.

The 10- or 20-day approval period will start again when the applicant provides the additional information.

An application for approval of a supplement according to section 5:23 (1) of the Act on the Financial Supervision can only be taken into consideration when the following documents are received by the AFM: (i) this completed and signed statement together with (ii) the documents mentioned therein (if applicable), including a signed request for approval.

Please send the documents by e-mail to service.prospectus@afm.nl.

The AFM will notify the applicant of its decision on that request within a period of 7 working days.

If the documents submitted by the applicant are incomplete or if further information is necessary for the AFM to assess the capital, financial position, results or prospects of the institution or the rights and obligations attached to the securities, the AFM will notify the applicant within a period of 7 working days and will grant the applicant the opportunity to supplement such information. Generally, for this purpose, the applicant for approval will receive a 'document comment sheet' from the AFM. The 7-day approval period will start again when the applicant provides the additional information.

The AFM may approve a certain type of supplement on the same day of its submission provided that certain conditions are met. A supplement can only qualify for this procedure if it is prepared in respect of published press releases and published (semi)annual reports (including for instance SEC filings such as Form 8-K (announcements of major events that investors should know), Form 10-Q (quarterly reports) or Form 10-K (annual reports)). The AFM must have received such supplement prior to 10.00 o’clock a.m.

The person applying for approval should (i) one day prior to the submission of the relevant supplement contact the department Securities Offerings & Takeover Bids Division by phone (please see contact details) and (ii) complete and sign this statement and send it together with the documents mentioned therein (if applicable), including a signed request for approval, to service.prospectus@afm.nl with subject: ‘same day supplement’.

Please note that the supplement may not be approved on the same day should the AFM have any comments or questions regarding the information therein.

As a result of recent recommendations from the European Securities and Markets Authority (ESMA), the AFM has refined its procedure for the exemption from publication of required financial information by issuers (see Section 5:18 (3), preamble and at (c) of the Netherlands Act on Financial Supervision (Wet op het financieel toezicht, the ‘AFS’)) that have as yet carried out no or only limited business activities and have not prepared financial statements.

The aim of this recommendation is to advance the supervisory convergence between national supervisors. The ESMA recommendations have consequences for issuers that have carried out no or only limited business activities since their date of incorporation and have not prepared financial statements. This means that these companies have to apply for an exemption with respect to the publication of historical financial information required under the Prospectus Regulation.

Application form

In order to assist these issuers and limit the administrative burden as far as possible, the AFM has prepared an application form for specific exemption applications. The AFM will assess whether an exemption can be granted on the basis of a completed application form.

If an issuer wishes to apply for an exemption on the basis of Section 5:18 (3), preamble and at (c) AFS with respect to the historical financial information required under the Prospectus Regulation (EC/809/2004), it may use this form, provided that:

1. the issuer has carried out [no]/[only limited] business activities since its date of incorporation and no financial statements have been prepared, and
   
   
2. such historical financial information is of minor importance, intended exclusively for a specific offer of securities to the public (for the record, this also applies to base prospectuses) or an admission of securities for trading on a regulated market, and is not of such nature that it could affect the assessment of the financial position and prospects of the issuer, the offerer, the applicant for admission of securities to trading on a regulated market or, if applicable, the guarantor.

If 1 and/or 2 do not apply, the issuer may not use this form. If the issuer wishes to obtain an exemption with respect to (other) information in the prospectus on the basis of Section 5:18 (3), preamble and at (c) AFS, it may submit its application stating the grounds for this to service.prospectus@afm.nl.

Where the issuer has included the final terms of the offer of securities to the public neither in the base prospectus nor in a supplement to the prospectus it shall, in connection with every offer of securities to the public or admission of securities to trading on a regulated market, provide the final terms to the public and file them with the AFM as soon as possible, where possible in advance of the beginning of the offer of the securities or the admission to trading on a regulated market. Section 5:18 (1) of the Act on the Financial Supervision shall thereby apply mutatis mutandis.

Such final terms must be filed using the following e-mail address: final.terms@afm.nl