No prospectus is required where securities are offered only to qualified investors. To be regarded as a qualified investor under the FMSA, a relevant factor is whether an undertaking can be considered "large" or "small". Until recently, this was determined on the basis of article 4 of the FMSA Definitions Decree. However, that article has been abolished in anticipation of the implementation of the revised Prospectus Directive, which will also lead to amendment of the "qualified investor" definition in the FMSA.
Until implementation of the revised Prospectus Directive – the deadline is 1 July 2012 – the AFM has announced that it will determine on the basis of article 2 of the 2003 Prospectus Directive whether an undertaking is "large" or "small" and whether a natural person is a qualified investor.