NETHERLANDS Law and Practice Contributed by: Marc Habermehl, Jeroen Smits, David de Groot and Max de Heer, Stibbe
• Onward Medical, a medical technology com - pany, which is listed on Euronext Amsterdam and Euronext Brussels, and which recently completed a successful equity raise. IPO Timeline IPOs in the Netherlands generally take four to six months to complete. The main factors in this timeline include: • the prospectus approval process with the Dutch securities regulator, the AFM; and • the process of preparing the organisation for life as a listed company in respect of, for instance, its corporate governance, financial reporting and controls, as well as attracting new board members. The right timing for an IPO also depends on the state of the global and local equity markets; a sufficiently favourable IPO window is often lim - ited and difficult to predict with certainty. The core disclosure document in an IPO is the prospectus, which must be approved by the regulator before publication. The requirements for an IPO prospectus are based on the EU’s Prospectus Regulation, which harmonises the prospectus requirements across the EU. Dutch law does not impose any additional substantive requirements on the IPO prospectus. The pro - spectus must contain all information necessary to enable investors to make an informed invest- ment decision, and should therefore include information on: • the company’s assets and liabilities, financial position, profits and losses, as well as its prospects; and • the rights and obligations attached to the offered shares.
The prospectus should also include audited financials for the preceding three years, pre - pared in accordance with International Finan - cial Reporting Standards (IFRS). In 2026, the required reporting period will be reduced to two years. 6.3 Pre-IPO Liquidity In the Netherlands, there is no multilateral trading facility (MTF) with simplified listing and report - ing requirements, which would allow early-stage investors to sell their shares and achieve liquidity pre-IPO/exit. Instead, pre-IPO liquidity is usually created by allowing early-stage investors to sell (part of) their shares to a third party, typically as part of an investment round where a new inves - tor enters the cap table. In principle, the offering of (equity) securities, such as shares, to a large group of recipients constitutes an offering of securities to the public, which requires the publication of an approved prospectus pursuant to the EU’s Prospectus Regulation. This also applies to the offering of (equity) securities to the public by private com - panies. However, there are various exemptions to this prospectus requirement. For example, no pro - spectus is required if: 7. Regulation 7.1 Securities Offerings • the offering of securities is only addressed to qualified investors (ie, institutional investors); • the offering of securities is only addressed to fewer than 150 natural or legal persons per EU member state; • the total consideration for the offered securi - ties is less than EUR5 million; or
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