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Is there a legal obligation to publish a supplement to a prospectus during “as-if-and-when-issued-trading”?

Pursuant to article 5:23, paragraph 1 of the Financial Supervision Act (Wet op het financieel toezicht, Wft), a supplement must be published if a significant new factor, material mistake or inaccuracy relating to the information included in the prospectus arises or is noted, which is capable of affecting the assessment of the securities between the time when the prospectus is approved and the final closing of the offer to the public or the time when trading on a regulated market begins, whichever occurs later.

“As-if-and-when-issued-trading” makes it possible to trade in securities listed on Euronext Amsterdam before they have been issued. Generally, securities will be issued three days after the first day of admission to trading on a regulated market. The moment of admission to trading on a regulated market is the first day of the “as-if-and-when-issued-trading”. There is no legal obligation to publish a supplement to a prospectus if a significant new factor or material mistake or inaccuracy relating to the information included in the prospectus arises or is noted after trading has begun on a regulated market and the final closing of the offer to the public, which is typically the case.

It is important to note that article 5:25i Wft is applicable with respect to the publication of inside information during the “as-if-and-when-issued-trading” period in order to prevent market abuse.



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