On 20 July 2018, the new Belgian prospectus law was published in the Belgian State Gazette. This new law abolishes the Belgian prospectus law of 16 June 2016 (as of the date that the new Prospectus Regulation will fully apply, i.e. 21 July 2019).

The Prospectus Regulation includes a number of “legislative options” for Member States. A number of these options, in particular the possibility to introduce a de minimis exemption or regime for offers not exceeding EUR 8 million, have been exercised in the new prospectus law. Furthermore, the new prospectus law amends the Belgian prospectus regime for transactions that fall outside of the scope of application of the Prospectus Regulation. This regime applies to offerings and admissions to trading of investment instruments (which is a broader concept than “securities” as used in the Prospectus Regulation).

Offerings to the public and admissions to trading of “investment instruments” will be subject to the prospectus regime under the Prospectus Regulation (subject to certain exemptions). There is therefore no longer a separate “Belgian” prospectus regime for such transactions.

Transactions that fall under the de minimis regime will require the publication of an “information note”, which is a regulated investor disclosure document, but which is much lighter than the prospectus regime.