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Capital Markets | Listing of Debt Securities on the Luxembourg Stock Exchange
LISTING OF DEBT SECURITIES
ON THE LUXEMBOURG STOCK
EXCHANGE
CAPITAL MARKETS
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TABLE OF CONTENTS
BACKGROUND .................................................................... 5
OVERVIEW OF THE REGULATED AND THE
UNREGULATED MARKET ................................................... 6
DRAWING UP, APPROVAL AND PUBLICATION OF THE
PROSPECTUS ..................................................................... 8
RECENT DEVELOPMENTS .............................................. 15
POST-ADMISSION OBLIGATIONS ................................... 19
HOW WILDGEN CAN ASSIST YOU ................................. 26
CONTACTS ........................................................................ 27
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BACKGROUND
For the past 80 years the Luxembourg Stock Exchange (in
short “LSE”) has established itself as one of the world’s
leading stock exchanges notably by its solid regulatory and
legal framework and not least owed to its high-quality,
efficient and safe listing process.
Although the Luxembourg Stock Exchange admits a large
range of securities to be traded on the Regulated or the
Unregulated Market (as further described hereafter),
investors have over the years selected Luxembourg as
leading listing center for the purpose of listing their debt
securities. As of December 2011 nearly 30,000 of a total of
44,500 of securities listed on the LSE were debt securities,
whereby these LSE-listed debt securities represent more
than 40 per cent of all international bonds listed on EU stock
exchanges at large.
Given the predilection for debt securities, we have chosen to
focus the present brochure on the particularities of the listing
of debt securities in Luxembourg.
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OVERVIEW OF THE REGULATED AND
THE UNREGULATED MARKET
The Société de la Bourse de Luxembourg, established in
1928 in the form of a commercial company, operates the
LSE.
The LSE has two market segments:
the Regulated Market according to the definition of
the Financial Markets Directive, and
a lighter-regulated multilateral trading facility, better
known under the abbreviation Euro MTF (the
“Unregulated Market” or the “Euro MTF”).
Both market segments offer the listing of a large range of
freely transferable, fungible and negotiable equity or debt
and securities:
shares or other securities equivalent to shares;
bonds or other debt securities including certificates
containing such securities;
warrants/certificates or shares or units in
undertakings for collective investments, money
market instruments and all other securities for which
the LSE may decide that they can be traded on.
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Although the trading system and the market rules for the Regulated Market and Euro MTF, as set out
by the LSE in its “Rules and Regulations”, are identical, there are however significant differences
between the two markets:
REGULATED MARKET LSE
Securities listed on the Regulated Market
benefit from a European passport whereby
issuers are able to access other European
markets without prior approval of the relevant
authorities of the targeted markets. The listing
on the Regulated Market is therefore
appropriate for issuers aiming at enlarging the
scope of their international investors.
The Regulated Market is in line with the
requirements set out by Prospectus Directive
2003/71/EC, which was transposed into
Luxembourg law by the law dated 10 July 2005
(Loi du 10 juillet 2005 relative aux prospectus
pour valeurs mobilières, hereinafter referred to
as the “Prospectus Law”).
Each issuer wishing to trade on the Regulated
Market has to publish a prospectus which
requires prior approval by the competent
Luxembourg financial authority, the
Commission de Surveillance du Secteur
Financier (“CSSF”).
Issuers organised as consolidated groups who
intend to list on the Regulated Market have to
prepare consolidated financial information in
compliance with the IFRS norms or equivalent
standards (such as the US GAAP).
EURO MTF
The exchange-regulated market segment Euro
MTF, introduced in July 2005, is not subject to
the Prospectus Directive and consequently
requires less financial reporting obligations.
Thus, issuers intending to access this market,
have no obligation to comply with IFRS norms
or equivalent standards, regardless of whether
they are organized as group with consolidated
financial accounts.
On the other hand, the issuers listed on the
Euro MTF do not benefit from a European
passport.
The Euro MTF market is directly monitored by
the Luxembourg Stock Exchange in
accordance with its Rules and Regulations.
In the following sections we focus on the
admission of securities to the Regulated
Market as well as post-admission obligations
that may arise in this respect, such rules being
a fortiori applicable in case of issue of debt
securities; for specific aspects of a Euro MTF
listing you may contact us directly (cf. contact
details on page 27).
Capital Markets | Listing of Debt Securities on the Luxembourg Stock Exchange
DRAWING UP, APPROVAL AND
PUBLICATION OF THE PROSPECTUS
WHAT ARE THE AIMS OF PROSPECTUS LEGISLATION?
Anyone wishing to offer securities to the public – and in
particular debt securities – is obliged to draw up a
prospectus and publish all material information on the
issuer and on the securities being offered.
The primary purpose of this prospectus is to guarantee
investor protection: the prospectus is meant to enable
investors to obtain an accurate picture of the offer made
by the issuer and to make their investment decision on
the basis of such picture. At the same time the
prospectus is also a liability document.
WHAT ARE THE LEGAL FRAMEWORK CONDITIONS?
The basis for the drawing up, approval and
validity of securities prospectuses in Luxembourg
is the Prospectus Law, which transposed EU
Prospectus Directive 2003/71/EC (the
“Prospectus Directive”) into national law.
However, the content and format of prospectuses
are set out in detail in EU Prospectus Regulation
No (EC) 809/2004 (the “Prospectus Regulation”)
which, unlike a Directive, did not have to be
transposed into Luxembourg law, but rather
applies directly in the relevant jurisdiction, and
that Europe-wide. In order for the Prospectus
Regulation to be interpreted as uniformly as
possible across Europe, the Committee of
European Securities Regulators (CESR, now
ESMA) had set up a working group which drew
up and published common viewpoints. The
guidelines and recommendations of this working
group are not legally binding on national
regulatory authorities, but are in practice regularly
followed by them. Both the Prospectus Directive
and the Prospectus Regulation may be
downloaded in different languages on the Internet
at www.eur-lex.europa.eu. The Prospectus Law
can be downloaded from the CSSF website at
www.cssf.lu. CESR’s guidelines and
recommendations, in English, are published on
the ESMA website at www.esma.europa.eu.
If material information is
represented incorrectly or
incompletely, investors may under
certain conditions claim damages
from those who were responsible
for the prospectus or on whose
authority the prospectus was
issued. Possible claims must be
asserted before the civil courts.
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WHEN MUST A PROSPECTUS BE DRAWN UP AND PUBLISHED?
For securities that are to be offered to the
public or admitted to trading on the Regulated
Market in Luxembourg the offeror or the
applicant for admission to trading on the
Regulated Market must, as stated above,
publish a securities prospectus. Such offerors
or applicants for admission to trading on the
Regulated Market need not necessarily to be
at the same time issuers of the proposed
securities, although in practice this is usually
the case.
Securities within the meaning of the
Prospectus Law are investment instruments
which may be traded on a market
(marketability) and are interchangeable
(fungibility). Money market instruments with a
maturity of less than twelve months are not
deemed to be securities. The main instruments
that are to be classified as securities are
shares, bearer bonds, (e.g. certificates), bearer
mortgage bonds, warrants and depository
receipts. Also normally to be categorised as
securities are instruments issued by foreign
companies that are equivalent to shares (as
defined under Luxembourg law), such as e.g.
the shares of a Swiss joint stock company or
the stock of a US corporation. Depending on
their specific structure, participation certificates
are also to be treated as securities, while
participation rights, on the other hand, are to
be treated as non-securities investments. Debt
securities fall therefore within the definition of
securities given by the Prospectus Law.
As a basic principle, what is to be understood
by a public offer is any notice given to the
public in any form and in any manner that
contains sufficient information about the terms
of the offer and the securities to be offered to
enable an investor to decide whether to
acquire or subscribe to the securities. This may
take the form of, for example, an
advertisement in a newspaper or even a
reference on the Internet.
The Prospectus Law does, however, also
provide for exceptions from the obligation to
draw up and publish a prospectus. Exemptions
from the obligation to draw up a prospectus
include, for example, offers of securities
addressed solely to qualified investors or to
fewer than 150 non-qualified investors. But
also exempt, as a general principle, are offers
in which investors may acquire only securities
for a total consideration of at least EUR.
100,000 per investor (Please refer to the
section “Recent developments” for further
information).
If, despite the present obligation to draw up
a prospectus, no prospectus or no
approved prospectus has been published,
the public offer will be prohibited by the
CSSF. As a rule, the lack of publication of a
prospectus or an approved prospectus in
case of a public offer constitutes an
administrative offence punishable by a fine
to be imposed by the CSSF.
Capital Markets | Listing of Debt Securities on the Luxembourg Stock Exchange
WHAT INFORMATION MUST A PROSPECTUS CONTAIN?
The securities prospectus must contain all the information required for the investor to reach an
investment decision regarding the issuer and the securities in question. The information relating to the
issuer is to be found in what is known as the Registration Document and the information relating to the
securities in what is known as the Securities Note. The Prospectus Regulation and the Annexes
thereto prescribe a whole list of minimum disclosure requirements. The details to be published vary
depending on the securities to be offered or admitted to trading and on the type of issuer. A
prospectus for bonds, for example, must contain the following details (among others):
INFORMATION ON THE ISSUER
General information on the company, e.g. legal form, date of incorporation,
objects, shareholders, subsidiary undertakings, employees;
General information on the management and supervisory bodies, e.g. members of
those bodies, remuneration, conflicts of interest, corporate governance;
The issuer’s business;
A description and discussion of historical financial information, also known as
“Management discussion and analysis”, “Operating and financial review”;
Past, current and future investments;
Material contracts;
Past, pending and threatened legal proceedings;
Working capital and business prospects;
Capitalisation and indebtedness;
Audited historical financial information for the last three financial years and, if
available, interim financial information.
INFORMATION ON THE SECURITIES
General information on the securities, e.g. ISIN/WKN, currency, restrictions on
transferability, dividend rights;
Reasons for the offer;
Use of the issue proceeds and expenses of the issue;
Terms and conditions of the offer.
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In addition, there must always be a separate section giving an account of risk factors that are material
for the issuer and for the securities to be offered / admitted to trading. Qualifying those risks by, for
example, at the same time also giving an account of opportunities, is not permitted.
Finally, the prospectus must be preceded by a summary which is placed immediately after the
mandatory table of contents.
CAN EXISTING DOCUMENTS BE USED?
Information can also be incorporated in a securities prospectus by reference to another document
which may reduce considerably the size of the prospectus. Reference can, however, be made only to
previously or simultaneously published documents that have been approved or filed under the
Prospectus Law or the equivalent national legislation of other EEA states. This might be e.g. the
issuer’s financial information which has already been included in a previous prospectus. If an issuer
has already drawn up a prospectus for an offer or admission to trading of securities in a country
outside the EEA (e.g. in the USA), it can, in principle, also use this prospectus within the EEA. In these
cases CSSF merely requires that specific information required by the Prospectus Regulation or the
Prospectus Law that is missing from the existing prospectus be added to it in a wrapper.
WHAT ADVANTAGES DOES THE CSSF APPROVAL PROCEDURE OFFER?
The Prospectus Law sets tight deadlines for
the CSSF to examine securities prospectuses.
The CSSF must come to a decision on
approval within ten working days after
submission of the prospectus. The deadline is
extended to 20 working days if the public offer
involves securities issued by an issuer who
does not have any securities admitted to
trading on an regulated market in the EEA and
who has not previously offered securities to the
public. To the benefit of the applicant, for the
purposes of calculating the deadline, Saturday
is also counted as a working day.
Because the examination teams are very
experienced, the CSSF will not as a rule leave
things to the end of the statutory deadlines. In
a typical prospectus examination procedure for
an issue of bond securities, the CSSF
generally needs only around 5 to 10 working
days for the examination of the first draft of the
prospectus, around 3 to 5 working days for the
examination of the second draft and around 1
to 3 days for the examination of the third draft
and approval of the prospectus. The timetable
also depends on the draft version with which
any information that was still missing (e.g.
interim financial information) is submitted.
The CSSF recommends contacting the section
“Service Surveillance des marches d’actifs
financiers” – Division 1 or 2 (“Approbation de
prospectus”, Tel.: +352 26251276 Email:
maf@cssf.lu), who are responsible for the
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examination of prospectuses, in good time
ahead of a public offer in order to agree the
timetable for the examination procedure and to
clarify possible unresolved issues regarding
the information that the prospectus must
contain. The prior consultation regularly covers
the financial information that has to be included
in the prospectus, especially if the issuer has a
complex financial history or if the question of
the inclusion of pro forma financial information
arises. Since for prospectus purposes
historical consolidated financial information
has, as a basic principle, to be drawn up in
accordance with International Financial
Reporting Standards (IFRS), in some cases it
may have to be decided whether national
General Accepted Accounting Principles
(GAAP) are admissible. In other cases the
question might be whether the issuer should
be classified as a specialist issuer (e.g. as a
property, shipping or mineral company), which
would involve additional requirements for the
content of the prospectus.
The CSSF examines prospectuses for
completeness, including consistency and
comprehensibility of the information given.
A prospectus is deemed to be complete
when it contains the additional statutory
elements (e.g. particular warnings in the
summary) in addition to the minimum
disclosures required by the Prospectus
Regulation. The CSSF’s examination does
not extend to a further examination of a
prospectus’s content.
HOW MUCH DOES AN APPROVAL PROCEDURE COST?
Every application for approval is subject to the payment of a fee (taxe). People asking for admission to
trading on the Regulated Market, offerors or issuers seeking approval of a prospectus under the
Prospectus Law are liable for fees of an amount either of EUR 2,500, EUR 2,000 or EUR 1,500,
depending on the nature of the prospectus.
The CSSF will directly levy the fees concerned following the official submission of the application for
approval.
WHAT LANGUAGE DOES THE PROSPECTUS HAVE TO BE DRAWN UP IN?
As a general principle, the securities prospectus may be drawn up in any official Luxembourg
language, i.e. French, German or Luxembourgish. However in most cases of international bond issues
and listings the English language is used. This is permissible under Luxembourg prospectus
legislation and regulatory practice of the CSSF.
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HOW ARE THE APPROVED PROSPECTUS PUBLISHED?
All possibilities for publication provided by the Prospectus Directive (newspapers, printed brochures,
website) have been integrated into the Prospectus Law. As from the 1st July 2012, the prospectus
shall be systematically published on the issuer’s website or, if applicable, on the website of the
financial intermediaries placing or selling the securities.
Furthermore, the prospectuses are published by the CSSF for a period of at least twelve months. The
CSSF has delegated the publication of prospectuses to the LSE, which will publish them on its website
at www.bourse.lu.
WHEN MUST A PROSPECTUS BE UPDATED?
As a basic principle, a prospectus is valid for up to twelve months from its approval, provided it is
updated by what are referred to as supplements. A supplement to the prospectus must be drawn up at
any time up to the final closing of the offer to the public or, as the case may be, by the time of the
quotation of the securities or by the time of trading of the securities, in respect of any significant new
factor or any material inaccuracy relating to the information contained in the prospectus. Such
information might include, for example, new financial information or a new pricing. The supplement
must also be approved by CSSF and then published in the manner described above. In the case of an
issue of debt securities the obligation to draw up a supplement generally arises in case of changes of
the financial terms and conditions under which such debt securities have been issued or in case of
changes of the rights ascribed to the securities holder. There are no further updating requirements
especially with regards to new financial statements which are treated separately as ongoing
transparency requirements as further described under section “Post-admission obligation”.
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CAN A LUXEMBOURG PROSPECTUS BE USED IN ANOTHER EUROPEAN
ECONOMIC AREA STATE?
The Prospectus Directive also introduced the European passport for securities prospectuses. This
means that a securities prospectus approved in one “EEA” state is recognised in all other EEA states
without further examination. An issuer can therefore use the prospectus approved in Luxembourg for a
public offer or subsequent listing in one or more other EEA states with hardly any further formalities,
for the only requirement consists in the due notification by the CSSF of the competent authorities of
the other EEA states and the sending to such authority of a copy of the approved prospectus. Such
notification is performed upon request of the offeror. In some cases the offeror may be required to
provide a translation of the summary of the prospectus in accordance with the language requirements
of the member State(s) in question.
WHO IS RESPONSIBLE FOR THE ADMISSION OF THE SECURITIES TO
TRADING ON AN EXCHANGE?
As outlined above, both market segments, i.e. the Regulated and the Unregulated Market, are
managed in Luxembourg by the single stock exchange, the LSE. The admission of securities to the
Regulated Market falls therefore within the responsibility of the management of the LSE. The issuer,
together with an applicant for admission (e.g. a specially appointed credit institution acting as listing
agent), must submit the corresponding application for admission to trading to them. If no exemption
applies, a prospectus approved in accordance with the provisions of the Prospectus Law is a
prerequisite for admission to trading. Further information on admission to trading and on the individual
market segments may be found on the website of the LSE (www.bourse.lu).
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RECENT DEVELOPMENTS
The Prospectus Directive was substantially
amended in 2010. The changes brought to the
Prospectus Directive, as stated in the Directive
2010/73/EU of 24 November 2010 (“Directive
2010/73/EU”) amending the Prospectus Directive
and the Transparency Directive (as defined
below), entered into force on 31 December 2010
and has been implemented in Luxembourg law by
the law dated 26 June 2012 (the “New Law”),
entered into force on 1 July 2012.
The changes of the current legal regime for
prospectuses aim to enhance legal clarity and
efficiency, as the majority of the new rules intend to
reduce administrative burdens for issuers and
financial intermediaries. Besides “cutting red tape”,
the Prospectus Directive is amended with a view to
increase the level of investor protection and to ensure
sufficient and adequate information to retail investors.
The Directive 2010/73/EU also brings about certain
changes of the Directive 2004/109/EC on the
harmonisation of transparency requirements in
relation to information about issuers whose securities
are admitted to trading on the Regulated Market
(commonly referred as the “Transparency Directive”).
Among the most significant changes to be highlighted
are the following.
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QUALIFIED INVESTORS REDEFINED
In order to facilitate private placements
falling within the exemption available for
offers to “qualified investors”, the definition
of qualified investor has been aligned with
the definitions of professional clients and
eligible counterparties set out in the
Financial Markets Directive. This change is
intended to reduce the complexity and
costs of private placements by allowing
security issuers to rely on their lists of
professional clients and eligible
counterparties in place.
INCREASE OF EUR 50,000
THRESHOLD
Initially, offers made to investors who
acquire securities for a total consideration
of at least EUR 50,000 were exempt from
the requirement of an approved
prospectus. Securities with a denomination
of at least EUR 50,000 were likewise
exempted. This threshold is now increased
to EUR 100,000 by the recent legislative
changes, with the argument that the
current threshold does no longer reflect the
distinction between retail investors and
professional investors in terms of
investment capacity.
The same increase of the threshold,
previously fixed at EUR 50,000, is enacted
in the transparency Law dated 11 January
2008. Under said Law issuers with
minimum denominations of EUR 50,000
were currently exempted from the
obligation
to publish annual and half-yearly reports
as well as further reporting obligations. In
this regard, it should be noted that the
increased threshold is applicable as of 31
December 2010, so that any securities to
be admitted to an EU – regulated market
as from this date on will need to be issued
in denominations of at least EUR 100,000
in order to benefit from this exemption.
CHANGE OF “100-PERSONS” –
EXEMPTION
Offers addressed to fewer than 100 non-
qualified investors per EU Member State
were previously also exempted from
publishing an approved prospectus. From
the 1st July 2012, up to 150 non-qualified
investors may be targeted by an offering,
regardless of the prior publishing of a
prospectus.
SCOPE OF THE PROSPECTUS
DIRECTIVE AND OF THE NEW LAW
The exemption for offers within the
European Union where the total
consideration is less than EUR 2.5 million
calculated over a period of 12 months has
been amended to increase the threshold to
EUR 5 million. Likewise, the exemption for
offers of non-equity securities issued in a
continuous or repeated manner by credit
institutions where the total consideration is
less than EUR 50 million calculated over a
period of 12 months has been amended to
increase the threshold to EUR 75 million.
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CLARIFICATION OF PROSPECTUS
USE IN “RETAIL CASCADES”
A “retail cascade” is a situation where
securities are sold to retail investors by
financial intermediaries and not directly by
the issuer. For such offers made by
intermediate financial service providers
(banks, IFA’s or asset managers), the
Directive 2010/73/EU, implemented in
Luxembourg by the New Law, clarifies that
a new / separate prospectus will not be
required for as long as a prospectus has
been made available by the issuer and
provided that the issuer has consented by
written agreement to its use by the
financial intermediaries. In this case the
issuer will remain liable for the content of
the prospectus to investors. In the absence
of such consent, formalised and expressed
in a written agreement, the intermediary
will need to publish a prospectus himself
as he cannot rely on the prospectus of the
issuer.
TIGHTENED RULES FOR
PROSPECTUS SUMMARY
The Directive 2010/73/EU and the New
Law defines the prospectus summary as
key for the due investor information; as a
consequence the requirements for the
summary are considerably enhanced: such
summary must henceforth disclose the
nature and risks of the issuer, the
guarantor and the relevant securities, the
general terms of the offer, the details of the
admission, the reasons for the offer as well
as the use of
the proceeds. The New Law further sets
out that prospectus summaries should
adopt a common format for the sake of
clarity, i.e. equivalent information must
always appear in the same place in the
summary, thereby allowing investors to
compare securities offers.
ANNUAL INFORMATION
STATEMENT DROPPED
The obligation to publish an annual
information statement, which contains or
refers to all information made available by
the issuer to the public over the preceding
twelve months, as provided for under the
previous prospectus regime, is abolished.
PROSPECTUS SUPPLEMENTS
The current prospectus regime clarifies
that the period during which the publication
of a supplement for any material changes
or errors is necessary, will end on the latter
of the close of the offer or the admission to
trading. Furthermore, the right granted to
investors, having already agreed to
purchase a security prior to the publishing
of a supplement, to withdraw their
acceptance, will only apply to public offers
(but not in case of trading on stock
exchange) during two working days after
the publication of the supplement; issuers
may however grant longer periods for the
withdrawal right.
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LARGER EXEMPTIONS FOR
EMPLOYEE PARTICIPATION
SCHEMES
The requirement to publish a prospectus
for offers made to existing or former
employees by the employer or an affiliated
company with registered office in the
European Union was abolished as per the
entry into force of the New Law. Under the
previous legislation, this exemption was
restricted to companies admitted to trading
on a regulated market. In addition, the
exemption for employee participation
schemes is extended to companies
located outside the European Union listed
on qualifying third-country stock
exchanges. Third-country markets qualify
when the legal and supervisory framework
in place foresees requirements equivalent
to those set out in the Market Abuse
Directive, the Transparency Directive and
MiFID (“Equivalence Test” by European
Commission).
VALIDITY OF PROSPECTUS,
UNCHANGED BUT CLARIFIED
In spite of discussions about a longer
validity period of up to 24 months, a
prospectus remains valid for a period of 12
months which shall, under New Law run
from the date of approval of the prospectus
and not as of the publication date, as this
was previously the case.
PUBLICATION OF PROSPECTUS ON
INTERNET
The New Law reduces the publication
requirements in so far as the publication
on the website of the issuer is sufficient to
make this document validly available to
investors, even in case of the sale of the
issued security by financial intermediaries;
therefore no further publication media,
platforms or channels are required.
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POST-ADMISSION OBLIGATIONS
Issuers whose securities are listed on the Regulated Market are subject to certain obligations
to comply with regulatory requirements (disclosure, publication/filing, storages and similar) in
compliance with particular European regulations which have been implemented into
Luxembourg law and specific Luxembourg rules, in particular the Luxembourg law of 11
January 2008 relating to transparency obligations (“Transparency Law”), the rules and
regulations of the Luxembourg Stock Exchange (“LSE Rules”) and the law of 9 May 2006
relating to market abuse (“Market Abuse Law”).
TRANSPARENCY LAW
As general introductory comment, please note that the relevant publication requirements will be
different depending whether Luxembourg has been chosen as home or host member state. The
particular requirements in case Luxembourg has been chosen as the host member state will not be
detailed herein,
The information and publication requirement vary depending whether the denomination of the debt
security is per unit is more or less than EUR 10,000 or equivalent in another currency). Presently the
focus will be put only on publication requirements pertaining to debt securities where the denomination
per unit is less than EUR 10,000.
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DISCLOSURE PROCEDURES
Pursuant to the Transparency Law, issuers whose securities are admitted to trading on the Regulated
Market and for which Luxembourg is the Home Member State must publish their relevant regulated
information (as further described below) in accordance with such Transparency Law.
Such issuers are obliged to provide periodic and ongoing information, described as “regulated
information”. In particular, regulated information includes periodic financial reports, information to be
provided with regard to major holdings and privileged information.
In addition to the drafting and preparation of documents relating to regulated information, the
Transparency Law requires issuers:
to disseminate the regulated information, in a manner ensuring fast access to such
information on a non-discriminatory basis, via financial media or newspapers;
to make the regulated information available to an Officially Appointed Mechanism (“OAM”)
for the central storage of regulated information which is the Luxembourg Stock Exchange.
The deposit of such documentation with the OAM is proceeded with through a secured
internet access; and
to file the regulated information with the CSSF. This also applies in case of any change or
amendment to their instrument of incorporation or statutes.
The language, in which the regulated information shall be disclosed, shall be English, French, German
or Luxembourgish.
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REGULATED INFORMATION
Regulated information under the Transparency Law means any information the issuers are required to
disclose under such law, namely:
the annual financial report;
the half-yearly financial report;
the notifications of major shareholdings;
the notifications required regarding the trading in own shares;
the total number of voting rights and capital;
choice of the home Member State (unregulated/-written requirement);
the additional information, i.e. any changes in the rights of holders of securities, including
changes in the terms and conditions of these securities which could indirectly affect those
rights, resulting in particular from a change in loan terms or interest rates, new loan issues
and in particular any guarantee or security in respect thereof, and
inside information as defined in the Market Abuse Law.
Regulated information can furthermore be classified as periodic information and ongoing information.
Special requirements are foreseen for issuers which legally need to prepare consolidated annual
accounts. Such special requirements have been kept out of the scope of the following description of
the regulated information.
PERIODIC INFORMATION - ANNUAL FINANCIAL REPORTS
Pursuant to the Transparency Law, the annual financial report has to include:
the audited financial statements;
the management report (which includes a fair review of the business development
and performance and a description of the principal risks and uncertainties), and
the responsibility statements (all persons responsible within the issuer -names
and functions have to be clearly indicated- are required to state publicly that, to
the best of their knowledge, the statements give a true and fair view of the assets,
liabilities, financial position and profit or loss of the issuer).
The issuer has to publish the annual financial report within four months following the end of
each financial year.
In accordance with the amended Luxembourg law dated 10 August 1915, the annual accounts
of a commercial company must be approved by the ordinary general meeting of the company
within six months of the end of the financial year and must be filed with the Luxembourg trade
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register (“registre de commerce et des sociétés”) and published with the Luxembourg official
gazette (“Mémorial C, Recueil des Sociétés et Associations”) within one month from the
approval of the annual accounts, i.e. seven months after the end of the financial year.
Furthermore, the issuer has to ensure that such report remains available to the public for at
least five years.
PERIODIC INFORMATION - HALF-YEARLY FINANCIAL REPORTS
The half-yearly financial reports have to include:
the condensed set of financial statements;
the interim management report;
the audit report (if such report has been drawn up);
the responsibility statements (all persons responsible within the issuer -names
and functions have to be clearly indicated- are required to state publicly that, to
the best of their knowledge, the statements give a true and fair view of the assets,
liabilities, financial position and profit or loss of the issuer).
The half-yearly financial reports have to be published as soon as possible after the end of the
first sixth months, and at the latest, two months thereafter.
Furthermore, the issuer has to ensure that such reports remain available to the public for at
least five years.
ONGOING INFORMATION
The ongoing requirements deal almost exclusively with information relating to major
shareholdings. The obligations set down in those articles of the Transparency Law apply to
holders of shares, including depositary receipts in respect of shares and to issuers of shares,
including to issuers of underlying shares of depositary receipts.
The issuer of debt securities shall make public, without any delay, any changes in the rights of
holders of the issued debt securities, including changes in the terms and conditions of these
securities which could indirectly affect those rights, resulting in particular from a change in
loan terms or in interest rates.
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LSE RULES
The LSE Rules provide for additional disclosure requirements for issuers whose securities are listed
on the Regulated Market. These requirements are more of a technical nature in order to ensure a
proper organization of the market. Nevertheless the LSE Rules provide for certain additional
continuing obligations relating to information such as (without limitation):
Any amendments to the rights attached to securities must be communicated to the Luxembourg Stock
Exchange as early as possible and in advance of the amendment, these information pertaining, inter
alia:
amendments affecting the respective rights of different categories of, inter alia, debt
securities;
any issue or subscription of securities, in particular if it is accompanied by subscription
rights and preferential periods;
any business combination or split of the issuer;
any change of transfer or paying agent;
announcements of any distribution;
payment and detachment of dividends or interest;
the redemption of debt securities in particular before the due date
the change of name of the issuer;
any payment default and in a more general manner, any decision relating to any
bankruptcy, insolvency or cessation of payments;
any other event or information which, on the date of its publication by the issuer or on its
behalf, is likely to influence the price of the security.
All other information that it deems useful for investor protection or for the due and proper operation of
the market. Upon such communication the LSE might require the issuer to publish certain information
in the form and timescales that the LSE might deem necessary.
Finally, the Issuer must communicate to the LSE all information concerning the securities admitted to
the LSE and concerning the issuer of such security, being notices for meetings of holders of securities,
important changes of activities or any modifications made to the articles of association of the issuer, or
any regulated information which must be filed by the issuer with the competent authority when
Luxembourg is not the home member state under the Transparency Law.
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MARKET ABUSE LAW
The Market Abuse Law deals only with inside
information and directors dealings. “Inside
information” under the Market Abuse Law shall
be understood as information of a precise
nature, which has not been made public,
relating, directly or indirectly, to one or more
issuers of financial instruments or to one or
more financial instruments and which, if it were
made public, would be likely to have a
significant effect on the prices of those
financial instruments or on the prices of those
financial instruments or on the price of related
derivative financial instruments.
In such relation, the Market Abuse Law
provides that issuers are obliged to inform the
public as soon as possible of inside information
which directly concerns the said issuer. Such
information shall in any case be disclosed in
French, German or English by using
distribution channels which reasonably expect
to disseminate the inside information to the
public efficiently and on the website of the
issuer (for at least three months), whereas
such information must be made available not
only in the Home Member state but also in any
other Member State of third countries in which
the issuer has been admitted for trading.
Furthermore, an issuer who has requested or
obtained admission of its securities to trading
on the Regulated Market must maintain an
insider list, containing the identity and function
of those persons acting on its behalf or on its
account who have regular or occasional
access to information relating directly or
indirectly to the issuer. Such list must be kept
up-to-date by the issuer and kept at least five
years from the date on which it is drawn up or
updated. The CSSF may request at any time
the issuer to promptly provide a copy of such
insider list, although there is no obligation to
submit the insider list to the CSSF on the
issuers own initiative or to inform the CSSF of
any update of such list.
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In accordance with the Market Abuse Law any person who,
by virtue of his membership of the administrative, management or supervisory bodies of the
issuer; or
by virtue of his holding in the capital of the issuer; or
by virtue of his having access to the information through the exercise of his employment,
profession or duties; or
by virtue of his criminal activities.
possesses inside information, is prohibited from using that information by acquiring or disposing of, or
by trying to acquire or dispose of, for his own account or for the account of a third party, either directly
or indirectly, financial instruments to which that information relates.
In case the person as referred to above is a legal person, the aforementioned prohibition shall also
apply to the natural persons who take part in the decision to carry out the transaction for the account
of the legal person concerned.
The above mentioned prohibition also applies to any person who possesses inside information while that
person knows, or ought to have known, that it is inside information.
Any person who falls within the above mentioned description is prohibited from:
disclosing inside information to any other person unless such disclosure is made in the normal
course of the exercise of his employment, profession or duties;
recommending or inducing another person, on the basis of inside information, to acquire or
dispose of financial instruments to which that information relates.
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HOW WILDGEN
CAN ASSIST YOU
In such a prominent and investor-friendly stock market as Luxembourg, it is important to
ensure reliable collaboration with expert consultants in legal matters. We have the team and
experience to help issuers make the right choices in this regard and implement these choices
in strict compliance with Luxembourg’s financial regulator.
Our specialised team advises leading national and international issuers on debt and equity
transactions in the area of capital markets. Our consultancy service combines top-quality legal
analysis with a practical and creative approach. We also work in close collaboration with our
international partner firms.
We have solid experience in capital market activities and provide a full range of services:
Advising on public offerings and private placements,
Issuing of convertible and other corporate bonds,
Equity-linked products and issue programmes,
Advising on securities listings,
Preparation of draft prospectuses for authorities and stock exchange,
Drafting and reviewing of agreements with service providers,
Collecting and filing of documentation required in the preparation of the listing.
The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity. Although we endeavour to provide accurate and timely information, there can be no guarantee that such
information is accurate as of the date it is received or that it will continue to be accurate in the future. No one should act upon such information without appropriate advice after a thorough examination of the particular situation. Therefore, WILDGEN
cannot accept any liability for any errors, omissions or opinions contained herein and for the implementation of the principles set out without its active involvement
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CONTACTS
Pierre METZLER – Partner
Corporate | Maritime |
Litigation & Arbitration
pierre.metzler@wildgen.lu
François BROUXEL - Partner
Corporate | Finance | Securitisation |
Reinsurance | Business litigation
francois.brouxel@wildgen.lu
Morgane IMGRUND - Associate
Corporate | Capital Markets |
Banking & Finance
morgane.imgrund@wildgen.lu
Michel BULACH - Partner
Corporate | Structured Finance |
Banking | Insurance & Reinsurance
michel.bulach@wildgen.lu
Gregor BERKE – Director
Capital Markets | Investment Funds
Corporate
gregor.berke@wildgen.lu
69, boulevard de la Pétrusse
L-2320 Luxembourg
Tel.: +352 40 49 60 1
Fax: +352 40 44 09
www.wildgen.lu
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