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Prospectus approval procedure For Issuers of securities

This page provides information on the approval procedure for prospectuses and supplements. You will also find information on approvals for issuers with their registered office in a third country, the transfer of approval, frequently issuing institutions and the Universal Registration Document (URD).

Confirmation of the application and statutory periods

The approval procedure starts with submitting an application for approval of a prospectus or supplement. You can find information on how to submit an application here. Within two working days after your application, we will send you a confirmation of receipt. This includes a reference number and details of your AFM supervision officer. The AFM has a period of 10 working days to assess the draft prospectus and to respond. If the issuing institution is offering securities or admitting its securities to trading on a regulated market for the first time, this period is extended to 20 working days for a first draft prospectus.
You will receive one of the following responses from us within either 10 or 20  working days:

  • A comment form. You will be given the opportunity to reply to the comments in this form or/and to incorporate them into a new draft of the prospectus.
  • A message stating that the AFM has no comments to the prospectus and that it can, therefore, be approved.

Comment sheet

The AFM can only approve a prospectus if it meets the requirements of completeness, consistency and comprehensibility. If this is not the case, then we will inform you accordingly with a comment sheet. You will receive this document by e-mail within the 10 or 20 working day assessment period, after which you will be able to amend the prospectus and submit a new draft. We will then evaluate this new draft within 10 working days. You will receive either a new comments sheet, or a message that we have no further comments to the draft prospectus. The approval procedure may involve several comment rounds.

No comments

Once we have no further comments, we will request you to submit the final version of the prospectus. This version should be in PDF format, not exceed 20 MB, and be the same version to be used after approval (including date, final format and any figures or images). The AFM will then submit the final version to an approval committee. Once the prospectus has been approved, you will receive an e-mail notification of the decision to approve your prospectus.

Publication of the prospectus

We publish approved prospectuses in a register on the AFM website. This does not discharge the issuing institution of its own obligation to publish the prospectus. All approved prospectuses must continue to be available for at least 10 years after publication. This also applies to documents referred to in the prospectus, supplements to the prospectus and/or the final terms of base prospectuses.
Termination of the approval procedure Under certain circumstances, we may refuse approval of the prospectus and terminate the procedure. This may be the case if

  • we do not receive an amended draft prospectus, or within a certain time period;
  • the amended draft prospectus (still) does not meet the requirements of completeness, comprehensibility and consistency.

If you still wish to have your prospectus approved after the termination of the procedure, then you must submit a new application for approval of the prospectus. You will receive a new invoice for charges incurred for the new application.

Approval procedure for supplements

The approval procedure for supplements is similar to the one for prospectuses. The only difference concerns the assessment periods. We have a statutory time period of 5 working days in which to respond to applications concerning supplements.

Procedure for filing final terms

Filing of final terms from November 2020

Starting from 30 November 2020 there will be a change in the manner how the final terms of base prospectuses are filed with the AFM. This change is the result of a transformation of the European Securities and Markets Authority’s (ESMA) systems that process the final terms and related metadata which it receives from the different National Competent Authorities (NCAs), including the AFM.

This change may also require a significant adjustment of the way an issuer files final terms with the AFM, as the current process for filing final terms will no longer be accepted.

What has to be submitted?

Pursuant Article 8, paragraph 5, of the Prospectus Regulation (EU) 2017/1129 an issuer is obliged to publish the final terms when issuing securities under a base prospectus, and file them with the national competent authority of its home member state. In addition, Annex 7 of the Delegated Regulation (EU) 2019/979 of the Commission of 14 March 2019 provides an overview of the metadata that issuers have to provide to the competent authority of their home member state, which it then forwards to ESMA.

When issuing securities under a base prospectus approved by the AFM, additional metadata (including ISIN, FISIN and CFI code) must be provided when filing the final terms. An overview of the metadata in the table on the right side of this webpage.

Filing of the final terms is done by means of a ZIP file that includes the final terms in PDF format and, for each of the securities mentioned in the final terms, the corresponding set of metadata in XML format.

How has it to be communicated?

The AFM will provide functionality that enables the issuer to automatically submit the above mentioned ZIP file. The filing of the final terms and receiving of a feedback file after a filling shall be facilitated by a secured SFTP connection. The AFM will provide an authorization and authentication scheme for this SFTP connection.

ESMA obliges that every set of metadata must be provided in the ISO 20022 XML format. A so-called XML Scheme Definition (XSD) is, together with documented functional specifications, included in the information package on the right side of this webpage.  For each filed ZIP file (consisting of a combination of the final terms and the corresponding XML file), the AFM will give feedback about the completeness of the filing in the form of a so-called feedback file. This feedback file will also be defined in XML format and is the confirmation for your company that the AFM and ESMA have either accepted or refused your filing of the final terms, as well as the reasons why.

Transition period for issuers with a low volume

As per 30 November 2020 and until the end of 2021, issuers can make use of an exemption to the obligation to transmit these documents via the secured SFTP connection for each programme under which the issuer files no more than 25 final terms yearly. They will be given the option to transmit the ZIP file that contains a PDF and XML to the AFM per email. If an issuer makes use of this exemption, then it has to be aware that the AFM must process the communication manually. As such, the acceptance or refusal of the submission of the final terms can take a few working days.

The next steps

The AFM expects issuers which issue securities under an AFM approved base prospectus after 30 November 2020, and which do not make use of the aforementioned exemption, to have set up a system for filing final terms that is in accordance with the specifications described on this webpage.

The AFM has an FTP testing environment to which issuers can gain access on request. In the access request, the IP address from which the connection is made to the AFM FTP testing environment and, if different, the IP address from which connection is made to the AFM FTP production server have to be included. The access request can be done via the email address below this webpage.

We advise market participants to start testing this new method for providing and filing final terms as soon as possible. Hence, we strongly implore market participants that they do not (yet) make use of the SFTP connection to request us for a testing account before 6 November. After successfully trying out the testing environment, the user will receive login information as well as the URL to the AFM FTP production server.

Questions and Consultation

If you have further questions or require additional information or consultation, you can contact our Supervisory Assistance via the following email address: final.terms.question@afm.nl

Transfers of approval

If you prefer to have the prospectus approval transferred to the competent authority of another Member State, then you must discuss this with the AFM. Send your request by e-mail toservice.prospectus@afm.nl. The AFM will determine whether you are eligible for the transfer procedure. This procedure is as follows:

First, you submit a transfer request to the AFM, consisting of:

  • a signed transfer request
  • a confirmation of the agreements made with the AFM
  • the most recent version of the prospectus.

If the AFM agrees, it will submit a formal transfer request to the other competent authority and send you a notification. Once the other competent authority agrees with the transfer, you will be notified accordingly. During this process, ESMA will be notified of the transfer request and the name of the competent authority concerned.

Universal Registration Document (URD)

The Prospectus Regulation introduces a new type of document: the Universal Registration Document (URD). The URD is a registration document that can be drafted by an undertaking once a year. It can, for instance, be part of a base prospectus. The URD is intended for issuers that expect to frequently issue securities that are to be admitted to trading on a regulated market or a multilateral trading platform.

The URD can only be used in specific cases. If the AFM has approved a URD in two successive financial years that is not part of a prospectus, then the issuing institution is allowed to use the URD in subsequent years as long as it is not used as part of a prospectus. However, the obligation to file the URD and amendments thereto each year with the competent authority still applies, provided that the issuer submits a written statement to the AFM that meets all the publishing obligations of the Transparency Directive 2004/109/EC and the Market Abuse Regulation (EU) no. 596/2014. 

When the without prior approval filed URD is part of a prospectus, the entire documentation, including amendments to the universal registration document, shall be subject to approval, notwithstanding the fact that those documents remain separate.

Under the Prospectus Regulation, it is possible to passport an approved URD to another European Member State at such time as the undertaking submits a prospectus (of which the URD is a part) for approval there. See also the ESMA Q&A on this point.

If you have specific questions about the URD, then please send an email to service.prospectus@afm.nl

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