Danish FSA Clarifies New Pre-Marketing Rules
Published 6 December 2021
The pre-marketing rules provided by the Cross Border Directive was transposed into Danish law on 1 July 2021. Read our article about the subject here.
Until now, the Danish FSA has maintained its Q&A guidance with respect to the existing and to some extent broader national pre-marketing practice. This has caused uncertainty as to whether the intention was to continue the current practice in parallel to the new pre-marketing rules.
As anticipated in our article mentioned above, the Danish FSA has in its updated Q&A clarified that:
(i) non-EU AIFMs cannot carry out pre-marketing in Denmark;
(ii) the subscription of shares in an AIF on the request of an investor will not be considered marketing as long as there has been no advertising or the like of the AIF;
(iii) the pre-marketing rules only apply to AIFMs licensed in Denmark or in another EEA Member State and, thus, registered (sub-threshold) AIFMs cannot rely on the pre-marketing regime and
(iv) pre-marketing activities aimed at semi-professional investors are no longer permitted under the Danish AIFM Act.
Thus, the Danish implementation of the Cross Border Directive narrows the ability to pre-market in Denmark. As further discussed in our article mentioned above, this is not in the interest of neither semi-professional investors, professional investors that regularly invest in funds domiciled and managed outside the EEA nor companies seeking capital from Danish VC and private equity Funds.
Find the updated Q&A here.
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