Mandatory pre-marketing reporting
A manager of an alternative investment fund, a EuVECA fund or a EuSEF fund that wants to proceed with pre-marketing must notify the AFM. This obligation does not apply to a manager who makes use of the registration regime and does not manage or does not want to manage a EuVECA fund or EuSEF fund.What is pre-marketing?
Pre-marketing is defined as the direct or indirect provision of information on investment strategies or investment ideas to potential professional investors in the EU, either directly or indirectly through a third party. The aim is to check whether these investors are interested in an investment fund (AIF) that, or a sub-fund or sub-fund that has not yet been established, registered or notified.Reporting obligation
A manager of an AIF, a EuVECA fund or a EuSEF fund that is obliged to report pre-marketing must report this to the AFM no later than two weeks after he has started pre-marketing by sending the completed notification form via Cryptshare to the e-mail address meldingenaifmd@afm.nl.
The following information must be provided with the pre-marketing notification:
• in which Member States and during which periods pre-marketing takes place or has taken place;
• a brief description of the pre-marketing, including the information on the investment strategies presented, and, where relevant, a list of AIFs and sub-funds of AIFs that are or were subject to pre-marketing.
If the pre-marketing takes place in another Member State, the AFM will notify the competent supervisor. We prefer to receive the information in English if the pre-marketing will also take place outside the Netherlands.
EU managers who want to pre-market an AIF, a EuVECA or a EuSEF in the Netherlands must send this notification to the supervisory authority of the country where they are established.
Requirements for information provision in the context of pre-marketing
The information provided to potential professional investors in the context of pre-marketing must not:• be sufficient to allow investors to commit to acquire units or shares in a given AIF, EuVECA or EuSEF;
• consist of tender forms or similar documents, either in draft form or in final form, or;
• consist of constitutive documents, a prospectus or marketing documents of a not yet constituted AIF, EuVECA or EuSEF, in final form.
• contain sufficient information to enable investors to make an investment decision, when a draft prospectus or marketing document is provided. The document shall clearly state that the document does not constitute an offer or invitation to subscribe for units or shares in an AIF, and that the information contained therein should not be relied upon, as it is incomplete and subject to change.
Engaging third parties for pre-marketing
Third parties may only engage in pre-marketing on behalf of a manager under the CBDF Directive if it is licensed as an investment firm, as a credit fund, as a UCITS management company, as a manager of an AIF, or as a tied agent of an investment firm. The same (above-mentioned) conditions apply to these third parties.