Saxo Bank’s policy and relevant legislative texts for AFM prospectus exempted securities

Saxo Bank’s policy and relevant legislative texts for AFM prospectus exempted securities

Saxo Bank's policy 

An investment firm is free to trade AFM prospectus exempted securities (prospectus not present or not approved by the AFM) for its clients as part of hands-free asset management. The client and investment firm must have a written mutual agreement. The investment firm must uphold a duty of care towards the client as established by law.  

The division of securities is prohibited by the AFM. Investment firms are therefore not permitted to split up securities to offer these to clients at a smaller denomination than what is available through open markets. 

Relevant legislative texts 

Relevant rules and regulations from the Wft [Financial Supervision Act] and Vr Wft [Exemption Regulations], and any related exceptions.  

Article 5:2 Wft:  

[It is prohibited in the Netherlands to offer securities to the public or to admit securities for trading in a regulated market located or functioning in the Netherlands, unless a prospectus is generally available and has been approved by the Netherlands Authority for the Financial Markets or by a supervisory authority of another Member State.]  

A number of exceptions apply to the prospectus rule and are included in Article 5.3 of the Wft. Due to these exceptions, there is no obligation to have a prospectus approved by the Authority for the Financial Markets (AFM). The exception applies when the securities:  

1. Are offered exclusively to qualified investors  
2. Are offered to fewer than 150 persons other than qualified investors  
3. Can only be acquired at a value of at least EUR 100,000 per investor and have a nominal value per security of at least EUR 100,00*  

*If the total value of the offer of securities to the public in the European Economic Area (EEA) is less than EUR 100,000 calculated over a period of twelve months, item 3 does not apply.  

In addition, exemptions apply to the issuance of securities, which are included in Article 53, paragraph 2 and Article 55 of the Exemption Regulations under the Wft.

Article 53 paragraph 2, Vr Wft  

[Offering securities to the public and admitting securities for trading in a regulated market located or functioning in the Netherlands are exempt from the provisions of the Act pursuant to Chapter 5.1 of the Financial Markets Conduct Supervision Section, insofar as the total value of all securities offered, calculated over a period of twelve months, is less than €2.5 million.]  

Article 55, Vr Wft  

[Those who offer securities to the public are exempt from Section 5:2 of the Act, insofar as the securities are offered to persons, other than qualified investors, who have entered into a written mandate agreement with an asset manager who, pursuant to the law, may provide investment services in the Netherlands, and who, on the basis of that agreement, can carry out or effect transactions at his/her own discretion without any obligation or consultation with the principal.]