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Application for approval of prospectus For Issuers of securities

This page provides information about how to submit an application for approval of a prospectus or supplement, which documents to include in the application request and when to apply for an exemption of required information. Also you find information about the charges and information on the further approval procedure.

Application for approval of the prospectus

If you want to have a prospectus approved by the AFM, then you can submit an application for approval. You have to send us the following documents in searchable electronic format by email:

  • a request to approve your prospectus
  • a completed and signed statement ‘Application for approval of prospectus’
  • the draft prospectus
  • the applicable and completed reference tables.

And if applicable, also send us the following documents:

  • all documents incorporated by reference in the prospectus, unless this information has already been approved by or filed with the AFM
  • a passport request
  • an exemption request (further information on submitting an exemption request is provided below)

Secure transmission via Cryptshare

Mail your documents via Cryptshare to service.prospectus@afm.nl. Mailing via Cryptshare means that confidential data is sent with an encryption. More information about Cryptshare you find on our website. Within a few days, you will receive a confirmation of receipt and the contact details of the supervision officers assessing the application. If you have not received a confirmation of receipt, then please contact us.

Application for approval of a supplement

If you want to have a supplement approved by the AFM, you can submit an application for approval. You have to send us the following documents in searchable electronic format by email:

  • a signed request to approve the supplement
  • a completed and signed statement ‘Application for approval of supplement’
  • the draft supplement.

If applicable, also send us the following documents:

  • all documents incorporated by reference in the supplement, unless this information has already been approved by or filed with the AFM
  • a passport request.

Secure transmission via Cryptshare

Mail your documents via Cryptshare to service.prospectus@afm.nl. Mailing via Cryptshare means that confidential data is sent with an encryption. More information about Cryptshare you can find on our website. Within a few days, you will receive a confirmation of receipt and the contact details of the supervision officers assessing the application. If you have not received a confirmation of receipt, then please contact us.
 

Supplements under the (old) Prospectus Directive

If you wish to publish a supplement that relates to a prospectus that has been approved under the (old) Prospectus Directive 2003/71/EC, then the supplement has to meet the requirements of the Prospectus Directive. Read more in the ESMA Q&As on the Prospectus Regulation.

Same-day supplement

As of 21 July 2019, the AFM will no longer offer its service of approving a supplement (that relates to prospectuses approved under the Prospectus Regulation (EU) 2019/1129) within one day if certain conditions are met (known as the ‘same day supplement’). It is still possible to make use of the same-day approval for supplements that have been approved under the (old) Prospectus Directive 2003/71/EC. You can find information about this procedure on our website.

Amending advertisements after publication of supplement

If the publication of a supplement mentions a significant new factor, material mistake or material inaccuracy that also renders the information included in an advertisement materially inaccurate or misleading, then Article 15(1) of the Delegated Regulation (EU) 2019/979 requires that the concerned advertisement must also be amended. The amended advertisement must state that the original advertisement has been amended and specify how the information has been amended. With the exception of oral advertising, all amended advertisements must be published without undue delay in the same manner as the original advertising.

Request for exemption of required information

Under Article 18 of the Prospectus Regulation, the AFM may authorize the omission of certain information to be included in the prospectus, subject to certain conditions. If you wish to apply for an exemption to omit mandatory information, then please submit a motivated exemption request together with your application for approval of the prospectus.

Same day supplements

The AFM may approve a certain type of supplement on the same day of its submission provided that certain conditions are met.

When does a supplement qualify for ‘same-day’ approval?

 As of 21 July 2019, the AFM will no longer offer its service of approving a supplement (that relates to prospectuses approved under the Prospectus Regulation (EU) 2019/1129) within one day if certain conditions are met (known as the ‘same day supplement’). It is only possible to make use of the same-day approval for supplements that have been approved under the (old) Prospectus Directive 2003/71/EC (before 21 July 2019). It is not possible to make use of the same-day procedure if the supplement is related to a prospectus that is approved under the (new) Prospectus Regulation (EU) 2019/1129 (after 21 July 2019). Furthermore, 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)).

Procedure of same-day supplement approval

  • contact the secretarial department of the Efficient Capital Markets Division one day prior to the submission of the relevant supplement by telephone to +31 (0)20 797 2500 before 5 o'clock p.m.
  • 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’ prior to 9.00 o’clock a.m. of the day of approval.

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.

Costs prospectus supervision

Charges apply to applications for approval of prospectuses and supplements as well as filings of amendments to a Universal Registration Document. The charges for the approval of a prospectus or a part thereof depends on the type of securities and the size of the undertaking. There is a difference between the charges for equity and non-equity securities. For SME’s, the charges are lower. The charges for the approval of prospectuses and supplements can be found in the 'Regeling bekostiging financieel toezicht eenmalige handelingen (artikel 4 lid 3, onderdeel EU A.9, in Dutch).

 Charges for SME's  
 Non-Equity Securities (including units of closed-end investment funds)
 
 Prospectus  €22.500 
 (Universal) registration document  €15.000
 Securities note and summary  €7.500
 Equity Securities  
 Prospectus  €7.500
 Registration document  €5.000
 Securities note and summary  €2.500 

 Charges for Non-SME’s  
 Non-Equity Securities (including units of closed-end investment funds)  
 Prospectus  €65.000 
 (Universal) registration document  €40.000
 Securities note and summary  €25.000
 Equity Securities  
 Prospectus  €15.000
 Registration document  €10.000
 Securities note and summary  €5.000 

 Charges for additional documents
 
 All securities and issuers  
 Supplement  €2.500 
 Amendment of universal registration document (filing)  €2.500

The AFM is obliged to impose these charges if you submit an application. This obligation also applies when you withdraw the application or if it is terminated by the AFM.

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