ARTICLE
7 February 1995

Corporate & Financial Law - Public offer of securities

LD
Linklaters De Bandt

Contributor

Linklaters De Bandt
Belgium Employment and HR
Under Belgian law, public offers of securities are subject to specific regulations, imposing various obligations with respect to, e.g., notification to, and approval by, the competent public authority (i.e., the Banking and Finance Commission), information to be provided to the public, procedure and formalities to be complied with, etc.

The determination of the public character of an offer is therefore of much importance. A Royal Decree of January 9, 1991 determines the conditions under which an offer of securities shall be deemed public. This will be deemed where at least one of the following criteria is met:
  • - the use by the offeror of any advertising means of whatever
  • nature with a view to announcing or recommending the offer;
  • - the reliance on, or the intervention of, financial intermediaries;
  • - the solliciting of more than 50 persons.
The Banking and Finance Commission, nevertheless, keeps a discretionary power to determine that a particular transaction is to be considered as public, regardless of whether any of the above public offer criteria is satisfied, taking into account other relevant circumstances.

Even if an offer meets one or several of the above criteria, it shall not be deemed public provided that any of the following situation is met:
  • - the offer is subject to a minimum investment requirement of at
  • least BEF 10,000,000 per single investor;
  • - the offer is targeted at institutional investors exclusively;
  • - the acquisition of the securities is a condition to have access
  • to, or for the exercise of, a particular professional activity.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

For further information contact Vincent Macq on + 32.2. 517.94.47.
© Mondaq Ltd 1995 Tel +44 171 820 7733.

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