OFFERING SECURITIES FROM CURACAO AND ST. MAARTEN
About the obligation to publish a prospectus
The legal regulations in connection with the law providing for financial supervision are materially identical in Curaçao and Sint Maarten. For convenience sake we will mainly refer to Curaçao below.
The search for a prospectus requirement in the law on supervision will be in vain. The National Ordinance on the Supervision of Investment Institutions and Administrators (Landsverordening toezicht beleggingsinstellingen en administrateurs: ‘Ltba’) prohibits everybody in Section 3 subsection 1 from asking or obtaining in or from Curaçao funds or other assets in order to participate in an investment institution – which has not …
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WHEN IS A PROSPECTUS REQUIRED?
The Netherlands, Curaçao, St. Maarten and the BES-islands compared
The Netherlands
The legal system in the Netherlands has a European origin. We will not discuss this further here.* Chapter 5.1 of the Dutch Financial Supervision Act (Wet op het financieel toezicht: ‘Wft’) includes the rules for offering securities.
Section 5:2 Wft stipulates:
“It is forbidden in the Netherlands to offer securities to the general public or to allow securities to be traded in a regulated market situated or operating in the Netherlands unless – with regard to the offering or the admission – a prospectus is generally available which has …
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CREDIT INSTITUTIONS IN THE BES ISLANDS
Strictly regulated
With effect from 1 July 2012, the Financial Markets (BES Islands) Act [Wet financiële markten BES; “Wfm BES”] came into force, with the associated subordinate regulations. The Wfm BES applies to financial institutions in the BES islands (Bonaire, St. Eustatius and Saba). There are several categories of financial institutions, including credit institutions (banks).
A “credit institution” (kredietinstelling) is a party engaged in the business of obtaining callable funds (opvorderbare gelden) from outside a restricted circle (besloten kring) and from parties other than professional market parties (professionele marktpartijen) and of the extension of loans (kredietuitzettingen) at such party’s (own) …
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REGULATORY LAWS IN THE BES ISLANDS
There are three regulators
According to the Dutch Central Bank (“DCB”), financial institutions must be sound, reliable and stable to ensure confidence among businesses, consumers and others. DCB states on its website: “In addition to making certain their customers are properly informed about their products and services, these institutions also have a duty of care towards their customers. The financial services industry should also give a high priority to integrity and should never be used for money laundering, terrorist financing, fraud, corruption or other illegal activities. Finally, the market should function properly and there should be adequate market access, with …
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