The Netherlands
| Jurisdiction | United Kingdom |
| Pages | 962-980 |
| Author | Raj Panasar,Philip Boeckman |
18
eNetherlands
18.1 Offering and Listing Securities
in the Netherlands 18.01
18.1.1 Legislative overview 18.01
18.1.2 e AFM 18.06
18.1.3 Euronext Amsterdam 18.08
18.1.4 Listing criteria 18.14
18.1.5 Settlement and custody 18.20
18.2 The Prospectus 18.24
18.2.1 Applicable law 18.24
18.2.2 Requirement for a prospectus 18.26
18.2.3 Language 18.31
18.2.4 e AFM approval process 18.32
18.2.5 Structure of the prospectus 18.36
18.2.6 Prospectus contents 18.39
18.3 Continuing Obligations 18.52
18.3.1 Applicable law 18.52
18.3.2 Periodic nancial reporting 18.53
18.3.3 Disclosure and control of
price- sensitive information 18.66
18.3.4 Disclosure of major holdings 18.67
18.3.5 Penalties and enforcement 18.78
18.3.6 e Dutch Corporate
Governance Code 18.79
18.1 Oering and Listing Securities intheNetherlands
18.1.1 Legislativeoverview
e rules governing the oering of securities, the listing of securities on a regulated market
and the continuing obligations that apply to issuers of such securities can primarily be found
in the Netherlands Financial Supervision Act (Wet op het nancieel toezicht, or ‘W’),1 to the
exent not included in EU regulations that apply directly.
e W consists of seven parts. Part5 of the W is dedicated to the regulation of con-
duct of business of market participants generally, and is divided into eleven subsections.
Chapter5.1 contains a number of provisions supplementing the Prospectus Regulation.2
e Transparency Directive3 is implemented in Chapter5.1a. Other relevant chapters in-
clude Chapter5.3 (disclosure of major holdings in listed companies— see Section 18.3.4) and
Chapter5.4 (regulation and prevention of market abuse).
Additional rules can be found in over 25 implementing orders. Relevant regulations for
the purpose of this Chapter include the Market Abuse Decree (Besluit marktmisbruik W),
the Transparency Decree (Besluit transparantie uitgevende instellingen W) and the Decree
on the Disclosure of Major Holdings in Listed Companies (Besluit melding zeggen schap
en kapitaalbelang in uitgevende instellingen W). In addition, Chapter5 of the Exemption
Regulation (Vrijstellingsregeling W) contains an exemption to the obligation to publish a
prospectus when oering securities to the public. See Section 18.2.2.
1 e W entered into force on 1 January 2007.
2 Regulation (EU) 2017/ 1129.
3 Directive 2004/ 109/ EC of 15 December 2004 (as amended).
18.01
18.02
18.03
963
When admitting securities to the listing of Euronext Amsterdam, the regulations of Euronext
Amsterdam apply in addition to the requirements of the W and the Prospectus Regulation.
In addition to these regulatory requirements, Dutch private law also contains a number of
provisions that may be relevant in the context of preparing a prospectus or other disclosure
documents. Sections 6:194 and 6:195 of the Dutch Civil Code (Burgerlijk Wetboek) provide
for a specic liability regime in relation to the publication of misleading statements in a com-
mercial context, which can also be used in disputes involving misleading prospectuses. In
October 2008, the Unfair Commercial Practices Act (Wet op de oneerlijke handelspraktijken)
entered into force, implementing Directive 2005/ 29/ EC concerning unfair business- to-
consumer commercial practices in the internal market. In this Act, the use of misleading
advertisements and other commercial statements (including prospectuses) was designated
as an unfair commercial practice when dealing with retail clients, and can result in liability
in tort. Since the entry into force of the Unfair Commercial Practices Act, the application of
Sections 6:194 and 6:195 has been restricted to professionals. Retail investors must now rely
on the provisions of the Unfair Commercial Practices Act, which have been implemented in
Section 6:193a et seq. of the Dutch Civil Code. ese provisions are very similar to Sections
6:194 and 6:195 of the Dutch Civil Code.
18.1.2 eAFM
Supervision of the nancial markets in the Netherlands is entrusted to two regulators. e
Dutch Central Bank (De Nederlandsche Bank, or ‘DNB’) is the prudential regulator and is
responsible for the stability of the nancial markets and the capital adequacy of nancial
institutions active on those markets. e Netherlands Authority for the Financial Markets
(Autoriteit Financiële Markten, or the ‘AFM’) is the conduct of business regulator. e AFM
is responsible for supervising the manner in which entities active on the nancial markets
conduct their business.4 is includes the supervision of the oering and listing of securities
in the Netherlands. e AFM is the competent authority for the approval of a prospectus. It is
also the regulator responsible for the supervision of ongoing obligations of issuers of secur-
ities, including those relating to transparency and market abuse.
As part of its role as supervisory authority, the AFM has the right to request information
from any person or entity, to the extent necessary for the exercise of its duties.5 In addition,
it has the ability to give instructions, including to persons or entities that oer securities or
request admission of securities, to either refrain from certain actions or to follow certain
instructions of the AFM.6 e AFM also has the power to impose nes, either as means of
enforcement of its instructions7 or as a punitive sanction.8 As a separate enforcement power,
the AFM has the right to publish sanctions and to publicly warn investors against certain
market parties or practices.9
4 W Section 1:25.
5 W Section 1:74.
6 W Sections 1:77d and 1:77g to 1:77l.
7 W Section 1:79.
8 W Section 1:80.
9 W Section 1:94.
18.04
18.05
18.06
18.07
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