Law of 10 July 2005 - prospectuses - CSSFLaw on prospectuses for securities . Law of 10 July 2005 on...

Law on prospectuses for securities

Law of 10 July 2005 on prospectuses for securities and

- transposing Directive 2003/71/EC of the European Parliament and of theCouncil of 4 November 2003 on the prospectus to be published whensecurities are offered to the public or admitted to trading and amendingDirective 2001/34/EC;

- amending the law of 23 December 1998 establishing a financial sectorsupervisory commission (“Commission de surveillance du secteurfinancier”);

- amending the law of 23 December 1998 relating to the supervision of marketsof financial assets;

- amending the law of 30 March 1988 relating to undertakings for collectiveinvestment;

- amending the law of 20 December 2002 relating to undertakings for collectiveinvestment;

- amending the law of 15 June 2004 relating to the Investment company in riskcapital (SICAR - société d'investissement en capital à risque);

- amending the law of 10 August 1915 on commercial companies.

(Mém. A 2005, No. 98)

as amended by:

the law of 3 July 2012 - transposing Directive 2010/73/EU of the European Parliament and of the Council of 24 November

2010 amending Directives 2003/71/EC on the prospectus to be published when securities are offeredto the public or admitted to trading and 2004/109/EC on the harmonisation of transparencyrequirements in relation to information about issuers whose securities are admitted to trading on aregulated market;

- amending the law of 10 July 2005 on prospectuses for securities;- amending the law of 11 January 2008 on transparency requirements in relation to information about

issuers whose securities are admitted to trading on a regulated market(Mém. A 2012, No. 136)

the law of 21 December 2012 transposing Directive 2010/78/EU of the European Parliament and of the Council of 24 November 2010 amending Directives 98/26/EC, 2002/87/EC, 2003/6/EC, 2003/41/EC, 2003/71/EC, 2004/39/EC, 2004/109/EC, 2005/60/EC, 2006/48/EC, 2006/49/EC and 2009/65/EC in respect of the powers of the European Supervisory Authority (European Banking Authority), the European Supervisory Authority (European Insurance and Occupational Pensions Authority) and the European Supervisory Authority (European Securities and Markets Authority) and amending:

1. the law of 6 December 1991 on the insurance sector, as amended;2. the law of 5 April 1993 on the financial sector, as amended;3. the law of 23 December 1998 establishing a financial sector supervisory commission

(“Commission de surveillance du secteur financier”), as amended;4. the law of 22 March 2004 on securitisation, as amended;5. the law of 15 June 2004 relating to the Investment company in risk capital (SICAR), as

amended;6. the law of 10 July 2005 on prospectuses for securities, as amended;

Repealed by the Law of 16 July 2019

Kalmes

Text Box

7. the law of 13 July 2005 on institutions for occupational retirement provision in the form of pension savings companies with variable capital (SEPCAVs) and pension savings associations (ASSEPs), as amended;

8. the law of 9 May 2006 on market abuse, as amended; 9. the law of 13 February 2007 relating to specialised investment funds, as amended; 10. the law of 13 July 2007 on markets in financial instruments, as amended; 11. the law of 11 January 2008 on transparency requirements for issuers of securities, as

amended; 12. the law of 10 November 2009 on payment services, as amended; 13. the law of 17 December 2010 relating to undertakings for collective investment

(Mém. A 2012, No. 275)

the law of 10 May 2016 1. transposing Directive 2013/50/EU of the European Parliament and of the Council of 22 October 2013

amending Directive 2004/109/EC of the European Parliament and of the Council on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market, Directive 2003/71/EC of the European Parliament and of the Council on the prospectus to be published when securities are offered to the public or admitted to trading and Commission Directive 2007/14/EC laying down detailed rules for the implementation of certain provisions of Directive 2004/109/EC;

2. transposing Article 1 of Directive 2014/51/EU of the European Parliament and of the Council of 16 April 2014 amending Directives 2003/71/EC and 2009/138/EC and Regulations (EC) No 1060/2009, (EU) No 1094/2010 and (EU) No 1095/2010 in respect of the powers of the European Supervisory Authority (European Insurance and Occupational Pensions Authority) and the European Supervisory Authority (European Securities and Markets Authority);

3. amending the law of 11 January 2008 on transparency requirements for issuers of securities, as amended;

4. amending the law of 10 July 2005 on prospectuses for securities, as amended. (Mém. A 2016, No. 89)

Part I .................................................................................................................................................6 General provisions............................................................................................................................6

Article 1. Purpose.....................................................................................................................6 Article 2. Definitions .................................................................................................................6 Article 3. Nominal value per unit in a currency other than euro...............................................9

Part II ................................................................................................................................................9 Offers of securities to the public and admissions of securities to trading on a regulated market, which are subject to Community harmonisation under Directive 2003/71/EC .................................9

Chapter 1: Provisions on the drawing-up, approval and the publication of the prospectus.........9 Article 4. Scope........................................................................................................................9 Article 5. Offer of securities to the public .............................................................................. 10 Article 6. Admission of securities to trading on a regulated market...................................... 12 Article 7. Approval of the prospectus .................................................................................... 13 Article 8. Drawing-up of the prospectus................................................................................ 14 Article 9. Responsibility attaching to the prospectus ............................................................ 15 Article 10. Omission of information ....................................................................................... 15 Article 11. Validity of a prospectus, base prospectus and registration document ................ 16 Article 12. Prospectuses consisting of separate documents ................................................ 16 Article 13. Supplement to the prospectus ............................................................................. 17 Article 14. (…) ....................................................................................................................... 17 Article 15. Incorporation by reference................................................................................... 17 Article 16. Publication and disclosure of the prospectus ...................................................... 17 Article 17. Advertisements .................................................................................................... 18

Chapter 2: Cross-border offers to the public and admission to trading on a regulated market 19 Article 18. Recognition of the approval of a prospectus ....................................................... 19 Article 19. Notification ........................................................................................................... 19

Chapter 3: Use of languages and issuers having their registered office in a third country....... 20 Article 20. Use of languages................................................................................................. 20 Article 21. Issuers having their registered office in a third country ....................................... 20

Chapter 4: Competent authority ................................................................................................ 21 Article 22. Powers ................................................................................................................. 21 Article 23. Cooperation between authorities ......................................................................... 22 Article 24. Precautionary measures...................................................................................... 23

Chapter 5: Sanctions and remedies.......................................................................................... 24 Article 25. Administrative sanctions ...................................................................................... 24 Article 26. Criminal sanctions................................................................................................ 24 Article 27. Remedies............................................................................................................. 24

Part III ............................................................................................................................................ 25 Offers to the public and admissions to trading on a regulated market of securities not covered by Part II ............................................................................................................................................. 25

“Article 28. Definitions ........................................................................................................... 25 Chapter 1: Offers of securities to the public .............................................................................. 25

Article 29. Scope and definitions .......................................................................................... 25 Article 30. Offer of securities to the public ............................................................................ 25 Article 31. Approval of the simplified prospectus.................................................................. 27 Article 32. Drawing-up of the simplified prospectus.............................................................. 27 Article 33. Responsibility attaching to the simplified prospectus .......................................... 28 Article 34. Omission of information ....................................................................................... 28 Article 35. Validity of a simplified prospectus, base prospectus and registration document 29 Article 36. Incorporation by reference................................................................................... 29 Article 37. Simplified prospectus consisting of separate documents.................................... 29 Article 38. Publication of the simplified prospectus .............................................................. 30 Article 39. Supplement to the simplified prospectus............................................................. 30 Article 40. Advertisements .................................................................................................... 31

Article 41. Use of languages................................................................................................. 31 Article 42. Issuers having their registered office in a country other than Luxembourg......... 31 Article 43. Powers ................................................................................................................. 31 Article 44. Cooperation, sanctions and remedies ................................................................. 32

Chapter 2: Admission of securities to trading on a regulated market ....................................... 33 Article 45. Scope and definitions .......................................................................................... 33 Article 46. Admission of securities to trading on a regulated market.................................... 33 Article 47. Approval of the simplified prospectus.................................................................. 33 Article 48. Drawing-up of the simplified prospectus.............................................................. 34 Article 49. Responsibility attaching to the simplified prospectus .......................................... 35 Article 50. Omission of information ....................................................................................... 35 Article 51. Validity of a simplified prospectus, base prospectus and registration document 35 Article 52. Incorporation by reference................................................................................... 36 Article 53. Simplified prospectuses consisting of separate documents................................ 36 Article 54. Publication of the simplified prospectus .............................................................. 36 Article 55. Supplement to the simplified prospectus............................................................. 37 Article 56. Advertisements .................................................................................................... 37 Article 57. Use of languages................................................................................................. 37 Article 58. Issuers having their registered office in a country other than Luxembourg......... 37 Article 59. Powers ................................................................................................................. 37 Article 60. Cooperation, sanctions and right of appeal ......................................................... 38

Part IV............................................................................................................................................ 38 Admission of securities to trading on a Luxembourg market not set out in the list of regulated markets published by the European Commission ......................................................................... 38

Article 61. Scope and applicable provisions ......................................................................... 38 Part V............................................................................................................................................. 39 Transitional, amending, repealing and final provisions ................................................................. 39

Article 62. Transitional provisions ......................................................................................... 39 Article 63. Amending provisions............................................................................................ 39 Article 64. Repealing provisions............................................................................................ 41 Article 65. Final provision...................................................................................................... 41

INDICATIVE ANNEX I APPLICABLE TO PART II ........................................................................ 42 PROSPECTUS.......................................................................................................................... 42

I. Summary............................................................................................................................ 42 II. Identity of directors, senior management, advisers and auditors ..................................... 43 III. Offer statistics and expected timetable............................................................................ 43 IV. Essential information ....................................................................................................... 43 V. Information on the company............................................................................................. 43 VI. Operating and financial review and prospects ................................................................ 43 VII. Directors, senior management and employees.............................................................. 44 VIII. Major shareholders and related-party transactions....................................................... 44 IX. Financial information ....................................................................................................... 44 X. Details of the offer and admission to trading.................................................................... 44 XI. Additional information ...................................................................................................... 44

INDICATIVE ANNEX II APPLICABLE TO PART II ....................................................................... 46 REGISTRATION DOCUMENT ................................................................................................. 46

I. Identity of directors, senior management, advisers and auditors ...................................... 46 II. Essential information about the issuer.............................................................................. 46 III. Information on the company ............................................................................................ 46 IV. Operating and financial review and prospects ................................................................ 46 V. Directors, senior management and employees................................................................ 46 VI. Major shareholders and related-party transactions......................................................... 47 VII. Financial information ...................................................................................................... 47 VIII. Additional information .................................................................................................... 47

INDICATIVE ANNEX III APPLICABLE TO PART II ...................................................................... 48 SECURITIES NOTE.................................................................................................................. 48

I. Identity of directors, senior management, advisers and auditors ...................................... 48 II. Offer statistics and expected timetable............................................................................. 48 III. Essential information about the issuer............................................................................. 48 IV. Interests of experts .......................................................................................................... 48 V. Details of the offer and admission to trading.................................................................... 48 VI. Additional information ...................................................................................................... 48

INDICATIVE ANNEX IV APPLICABLE TO PART II...................................................................... 50 SUMMARY NOTE..................................................................................................................... 50

Part I

General provisions

Article 1. Purpose

This law sets out the requirements for the drawing up, approval and distribution of the prospectus to be published when securities are offered to the public or admitted to trading on a securities market.

Article 2. Definitions

(1) For the purposes of this Law, the following definitions shall apply:

(a) “approval” means the positive act at the outcome of the scrutiny of the completeness of the prospectus by the home Member State's competent authority including the consistency of the information given and its comprehensibility;

(b) “competent authority” means the central administrative authority designated by each Member State in accordance with Article 21(1) of Directive 2003/71/EC;

(c) “CSSF1” means the Commission de surveillance du secteur financier. The CSSF is the independent competent authority in Luxembourg;

(d) “issuer” means a legal entity which issues or proposes to issue securities;

(e) “credit institutions” means undertakings as defined in Article 1(1)(a) of Directive 2000/12/EC;

(f) “Member State” means a Member State of the European Union. The States that are parties to the European Economic Area Agreement other than the Member States of the European Union, shall be assimilated to the Member States of the European Union within the limits provided for by this agreement and the acts pertaining thereto.

(g) “host Member State” means the Member State where an offer to the public is made or admission to trading is sought, when different from the home Member State;

(h) “home Member State” means

(i) for all Community issuer of securities which are not mentioned in (ii), the Member State where the issuer has its registered office;

(ii) for any issues of non-equity securities whose denomination per unit amounts to at least EUR 1,000, and for any issues of non-equity securities giving the right to acquire any transferable securities or to receive a cash amount, as a consequence of their being converted or the rights conferred by them being exercised, provided that the issuer of the non-equity securities is not the issuer of the underlying securities or an entity belonging to the group of the latter issuer, the Member State where the issuer has its registered office, or where the securities were or are to be admitted to trading on a regulated market or where the securities are offered to the public, at the choice of the issuer, the offeror or the person asking for admission, as the case may be.

“(iii) for all issuers of securities incorporated in a third country which are not mentioned in point (ii), the Member State where the securities are intended to be offered to the public for the first time or where the first application for admission to trading on a regulated market is made, at the choice of the issuer, the offeror or the person

1 Law of 3 July 2012, the term "Commission" is replaced by "CSSF"

asking for admission, as the case may be, subject to a subsequent election by issuers incorporated in a third country in the following circumstances:

- where the home Member State was not determined by their choice, or

- in accordance with Article 2(1)(i)(iii) of Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC."2

(Law of 3 July 2012)

“(h-a)“key information” means essential and appropriately structured information which is to be provided to investors with a view to enabling them to understand the nature and the risks of the issuer, guarantor and the securities that are being offered to them or admitted to trading on a regulated market and, without prejudice to Article 8(2)(b), to decide which offers of securities to consider further. In light of the offer and securities concerned, the key information shall include the following elements:

(i) a short description of the risks associated with and essential characteristics of the issuer and any guarantor, including the assets, liabilities and financial position;

(ii) a short description of the risk associated with and essential characteristics of the investment in the relevant security, including any rights attaching to the securities;

(iii) general terms of the offer, including estimated expenses charged to the investor by the issuer or the offeror;

(iv) details of the admission to trading;

(v) reasons for the offer and use of proceeds;”.

(i) “money market instruments” means the classes of instruments which are normally dealt on the money market, such as treasury bills, certificates of deposit and commercial papers (excluding instruments of payment);

“(j) “qualified investors” means persons or entities that are described in points (1) to (4) of Section I of Annex II to Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments, and persons or entities who are, on request, treated as professional clients in accordance with Annex II to Directive 2004/39/EC, or recognised as eligible counterparties in accordance with Article 24 of Directive 2004/39/EC unless they have requested that they be treated as non-professional clients. Investment firms authorised to continue considering existing professional clients as such in accordance with Article 71(6) of Directive 2004/39/EC shall be authorised to treat those clients as qualified investors under this law;”3

(k) “regulated market” means a multilateral system operated and/or managed by a market operator, within the meaning of Directive 2004/39/EC on markets in financial instruments, which brings together or facilitates the bringing together of multiple third-party buying and selling interests in financial instruments - in the system and in accordance with its non-discretionary rules - in a way that results in contracts, in respect of the financial instruments admitted to trading under its rules and/or systems, and which is authorised and functions regularly and in accordance with the provisions relating to regulated markets in the European Economic Area. These regulated markets shall figure on the list of all regulated markets published by the European Commission;

(l) “offer of securities to the public” means a communication to persons in any form and by any means presenting sufficient information on the terms of the offer and the

2 Law of 10 May 2016 3 Law of 3 July 2012

securities to be offered, so as to enable an investor to decide to purchase or subscribe to these securities. This definition shall also be applicable to the placing of securities through financial intermediaries;

(m) “undertaking for collective investment other than the closed-end type” means Fonds commun de placement, unit trusts and investment companies:

(i) the object of which is the collective investment of capital provided by the public, and which operate on the principle of risk-spreading; and

(ii) the units of which are, at the holder’s request, repurchased or redeemed, directly or indirectly, out of the assets of these undertakings;

(n) “units of an undertaking for collective investment” means securities issued by an undertaking for collective investment as representing the rights of the participants in such an undertaking over its assets;

(o) “third country” means a State other than a Member State;

(p) “person making an offer” or “offeror” means a legal entity or natural person which offers securities;

(q) “person asking for admission of securities to trading on a regulated market” a legal entity or natural person asking for admission of securities to trading on the regulated market on its own account;

(r) “small and medium-sized enterprises” (SME) means companies, which, according to their last consolidated or non-consolidated published annual accounts, meet at least two of the following three criteria: an average number of employees during the financial year of less than 250, a total balance sheet not exceeding EUR 43,000,000 and an annual net turnover not exceeding EUR 50,000,000;

(s) “offering programme” means a plan which would permit the issuance of non-equity securities, including warrants in any form, having a similar type and/or class, in a continuous or repeated manner during a specified issuing period;

(t) “base prospectus” means a prospectus containing all relevant information as specified in Article 7 of Directive 2003/71/EC, and Articles 8 and 13 in case there is a supplement, concerning the issuer and the securities to be offered to the public or admitted to trading on a regulated market, and, at the choice of the issuer, the final terms of the offering;


"(t-a) “company with reduced market capitalisation” means a company the equity securities of which are admitted to trading on a regulated market and that had an average market capitalisation of less than the amount laid down in Article 2(1)(t) of Directive 2003/71/EC and in the delegated acts adopted in accordance with Article 24a of this Directive, on the basis of end-year quotes for the previous three calendar years;

(u) “non-equity securities” means all securities that are not equity securities;

(v) “equity securities” means shares and other transferable securities equivalent to shares in companies, as well as any other type of transferable securities giving the right to acquire any of the aforementioned securities as a consequence of their being converted or the rights conferred by them being exercised, provided that securities of the latter type are issued by the issuer of the underlying shares or by an entity belonging to the group of the said issuer;

(w) “securities” means classes of securities which are negotiable on the capital markets (with the exception of instruments of payment) such as:

(i) shares in companies and all other securities equivalent to shares in companies, partnerships or other entities, and depositary receipts in respect of shares;

(ii) bonds or other forms of securitised debt, including depositary receipts in respect of such securities;

(iii) any other securities giving the right to acquire or sell any such securities or giving rise to a cash settlement determined by reference to securities, a currency, an interest rate or yield, commodities or other indices or measurements;

(x) “securities issued in a continuous or repeated manner” means issues on tap or at least two separate issues of securities of a similar type and/or class over a period of 12 months.

(…)4

(…)5

“(2)”6 Non-fungible bank savings certificates (‘bons de caisse non fongibles’) shall not constitute securities within the meaning of point (w) of this article.


“(3) Subject to the provisions of Article 41(1) of the law of 5 April 1993 on the financial sector and of the law of 2 August 2002 on the protection of individuals with regard to the processing of personal data, an issuer may request, for legitimate reasons, investment firms and credit institutions located in Luxembourg and which are involved in the placement, the classification of investors.”

Article 3. Nominal value per unit in a currency other than euro

For the purposes of the application of the law, the issues and offers of non-equity securities denominated in a currency other than euro shall benefit from the same regime as those denominated in euro provided that the nominal value per unit of these securities is, at the date of the issue or the offer, equivalent or nearly equivalent to the amounts in euro provided for in this law.

Part II

Offers of securities to the public and admissions of securities to trading on a regulated market, which are subject to Community harmonisation under Directive 2003/71/EC

Chapter 1: Provisions on the drawing-up, approval and the publication of the prospectus

Article 4. Scope

(1) This part shall apply to offers of securities to the public and admissions of securities to trading on a regulated market, when Luxembourg is the home Member State or the host Member State within the meaning of this law.

(2) This part shall not apply to:

(a) units issued by undertakings for collective investment other than the closed-end type;

(b) non-equity securities issued by a Member State or by one of a Member State’s regional or local authorities, by public international bodies of which one or more Member States are members, by the European Central Bank or by the central banks of the Member States;

(c) shares in the capital of central banks of the Member States;

4 Paragraph 2 repealed by the law of 3 July 2012 5 Paragraph 3 repealed by the law of 3 July 2012 6 Law of 3 July 2012, renumbering of former paragraph 4

(d) securities unconditionally and irrevocably guaranteed by a Member State or by one of a Member State’s regional or local authorities;

(e) securities issued by associations with legal status or non-profit-making bodies, recognised by a Member State, with a view to their obtaining the means necessary to achieve their non-profit-making objectives;

(f) non-equity securities issued in a continuous or repeated manner by credit institutions provided that these securities:

(i) are not subordinated, convertible or exchangeable;

(ii) do not give a right to subscribe to or acquire other types of securities and that they are not linked to a derivative instrument;

(iii) materialise reception of repayable deposits;

(iv) are covered by a deposit guarantee scheme under Directive 94/19/EC of the European Parliament and of the Council of 30 May 1994 on deposit-guarantee schemes;

(g) non-fungible shares of capital whose main purpose is to provide the holder with a right to occupy an apartment, or other form of immovable property or a part thereof and where the shares cannot be sold on without this right being given up;

“(h) securities included in an offer to the public where the total consideration of the offer in all Member States is less than the amount laid down in Article 1(2)(h) of Directive 2003/71/EC and in the delegated acts adopted in accordance with Article 24a of this Directive; such limit shall be calculated over a period of 12 months;”7

“(i) non-equity securities issued in a continuous or repeated manner by credit institutions, where the total consideration of the offer to the public in all Member States is less than the amount laid down in Article 1(2)(j) of Directive 2003/71/EC and in the delegated acts adopted in accordance with Article 24a of this Directive; such limit shall be calculated over a period of 12 months, provided that these securities:

(i) are not subordinated, convertible or exchangeable;

(ii) do not give a right to subscribe to or acquire other types of securities and that they are not linked to a derivative instrument;”8

(j) money market instruments having a maturity at the issue of less than 12 months and which also comply with the definition of securities.

“(3) For the securities referred to in paragraph 2(b), (d), (h) and (i), an issuer, an offeror or a person asking for admission to trading on a regulated market shall be entitled to draw up a prospectus in accordance with this Part when these securities are offered to the public or admitted to trading on a regulated market.”9

Article 5. Offer of securities to the public

“(1) No offer of securities shall be made to the public within the territory of Luxembourg without prior publication of a prospectus.”10

“(2) The obligation to publish a prospectus shall not apply to the following types of offer:

(a) an offer of securities addressed solely to qualified investors; and/or

(b) an offer of securities addressed to fewer than 150 natural or legal persons per Member State, other than qualified investors; and/or

7 Law of 3 July 2012 8 Law of 3 July 2012 9 Law of 3 July 2012 10 Law of 3 July 2012

(c) an offer of securities addressed to investors who acquire securities for at least the total amount laid down in Article 3(2)(c) of Directive 2003/71/EC and in the delegated acts adopted in accordance with Article 24a of this Directive, per investor, for each separate offer; and/or

(d) an offer of securities whose denomination per unit amounts to at least the amount laid down in Article 3(2)(d) of Directive 2003/71/EC and in the delegated acts adopted in accordance with Article 24a of this Directive; and/or

(e) an offer of securities with a total consideration in all Member States of less than the amount laid down in Article 3(2)(e) of Directive 2003/71/EC and in the delegated acts adopted in accordance with Article 24a of this Directive. Such limit shall be calculated over a period of 12 months.

However, any subsequent resale of securities which were previously the subject of one or more of the types of offer mentioned in (a) to (e) of this paragraph shall be regarded as a separate offer and the definition set out in Article 2(1)(l) shall apply for the purpose of deciding whether that resale is an offer to the public. The placement of securities through financial intermediaries shall be subject to publication of a prospectus if none of the conditions (a) to (e) are met for the final placement.

No other prospectus shall be required in case of any such subsequent resale of securities or final placement of securities through financial intermediaries as long as a valid prospectus is available in accordance with Article 11 and the issuer or the person who is required to draw up such prospectus consents to its use by means of a written agreement.”11

(3) The obligation to publish a prospectus shall not apply to offers of securities to the public of the following types of securities:

(a) shares issued in substitution for shares of the same class already issued, if the issuing of such new shares does not involve any increase in the issued capital;

(b) securities offered in connection with a takeover by means of an exchange offer, provided that a document is available containing information which is regarded by the CSSF as being equivalent to that of the prospectus, taking into account the requirements of “EU legislation”12 on takeover bids;

“(c) securities offered, allotted or to be allotted in connection with a merger, division or any other similar restructuring operation, provided that a document is available containing information which is regarded by the CSSF as being equivalent to that of the prospectus, taking into account the requirements of EU legislation;

(d) dividends paid out to existing shareholders in the form of shares of the same class as the shares in respect of which such dividends are paid, provided that a document is made available to the interested parties containing information on the number and nature of the shares and the reasons for and details of the offer;

(e) securities offered, allotted or to be allotted to existing or former directors or employees by their employer or by an affiliated undertaking provided that the company has its head office or registered office in one of the Member States and provided that a document is made available to the interested parties containing information on the number and nature of the securities and the reasons for and details of the offer.”13


“Point (e) shall also apply to an undertaking established in a third country whose securities are admitted to trading either on a regulated market or on a third-country market. In the latter case, the exemption shall apply provided that adequate information, including the document referred to

11 Law of 3 July 2012 12 Law of 3 July 2012, the term “Community legislation” is “replaced by "EU legislation” 13 Law of 3 July 2012

in point (e), is available at least in a language customary in the sphere of international finance and provided that the European Commission has adopted an equivalence decision regarding the third-country market concerned.”

Article 6. Admission of securities to trading on a regulated market

“(1) Any admission of securities to trading on a regulated market situated or operating within the territory of Luxembourg is subject to the publication of a prospectus.”14

(2) The obligation to publish a prospectus shall not apply to the admission to trading on a regulated market of the following types of securities:

(a) shares representing, over a period of 12 months, less than 10 per cent of the number of shares of the same class already admitted to trading on the same regulated market;

(b) shares issued in substitution for shares of the same class already admitted to trading on the same regulated market, if the issuing of such shares does not involve any increase in the issued capital;

(c) securities offered in connection with a takeover by means of an exchange offer, provided that a document is available containing information which is regarded by the CSSF as being equivalent to that of the prospectus, taking into account the requirements of EU legislation on takeover bids;

“(d) securities offered, allotted or to be allotted in connection with a merger, division or any other similar restructuring operation, provided that a document is available containing information which is regarded by the CSSF as being equivalent to that of the prospectus, taking into account the requirements of EU legislation;”15

(e) shares offered, allotted or to be allotted free of charge to existing shareholders, and dividends paid out in the form of shares of the same class as the shares in respect of which such dividends are paid, provided that the said shares are of the same class as the shares already admitted to trading on the same regulated market and that a document is made available containing information on the number and nature of the shares and the reasons for and details of the offer;

(f) securities offered, allotted or to be allotted to existing or former directors or employees by their employer or an affiliated undertaking, provided that the said securities are of the same class as the securities already admitted to trading on the same regulated market and that a document is made available containing information on the number and nature of the securities and the reasons for and detail of the offer;

(g) shares resulting from the conversion or exchange of other securities or from the exercise of the rights conferred by other securities, provided that the said shares are of the same class as the shares already admitted to trading on the same regulated market;

(h) securities already admitted to trading on another regulated market, on the following conditions:

(i) that these securities, or securities of the same class, have been admitted to trading on that other regulated market for more than 18 months;

(ii) that, for securities first admitted to trading on a regulated market after 31 December 2003, the admission to trading on that other regulated market was associated with an approved prospectus made available to the public;

14 Law of 3 July 2012 15 Law of 3 July 2012

(iii) that, except where (ii) applies, for securities first admitted to listing after 30 June 1983, listing particulars were approved in accordance with the requirements of Directive 80/390/EEC or Directive 2001/34/EC;

(iv) that the ongoing obligations for trading on that other regulated market have been fulfilled;

(v) that the person seeking the admission of a security to trading on a regulated market situated or operating within the territory of Luxembourg under this exemption shall make a summary document available to the public in a language accepted by the CSSF;

(vi) that the summary document referred to in (v) is made available to the public in Luxembourg in the manner set out in Article 16(2); and

(vii) that the contents of the summary document shall comply with Article 8(2). Furthermore the document shall state where the most recent prospectus can be obtained and where the financial information published by the issuer pursuant to his ongoing disclosure obligations is available.

Article 7. Approval of the prospectus

(1) No prospectus shall be published until it has been approved by the competent authority of the home Member State. When Luxembourg is home Member State, the CSSF shall be the competent authority for approval of the prospectuses.

(2) When Luxembourg is home Member State, the CSSF shall notify the issuer, the offeror or the person asking for admission to trading on a regulated market, as the case may be, of its decision regarding the approval of the prospectus within 10 working days of the submission of the draft prospectus. “At the same time, it shall notify the approval of the prospectus and any supplement thereto to the European Securities and Markets Authority and provide it with a copy of these documents.”16

(3) The time limit referred to in paragraph 2 shall be extended to 20 working days if the public offer involves securities issued by an issuer which does not yet have any securities admitted to trading on a regulated market and which has not previously offered securities to the public.

(4) If the CSSF finds, on reasonable grounds, that the documents submitted to it are incomplete or that supplementary information is needed, the time limits referred to in paragraphs 2 and 3 shall apply only from the date on which such information is provided by the issuer, the offeror or the person asking for admission to trading on a regulated market.

(5) In the cases referred to in paragraph 2, the CSSF shall notify the issuer, the offeror or the person asking for admission to trading on a regulated market if the documents are incomplete within 10 working days of the submission of the application.

(6) “The CSSF may transfer the approval of a prospectus to the competent authority of another Member State, subject to prior notification to the European Securities and Markets Authority and the agreement of the competent authority.”17 The CSSF may accept the transfer of the approval of a prospectus by the competent authority of another Member State. Any transfer shall be notified to the issuer, the offeror or the person asking for admission to trading on a regulated market within three working days from the date of the decision taken by the CSSF. The time limit referred to in paragraph 2 shall apply from that date.” Article 28(4) of Regulation (EU) No 1095/2010 shall not apply to the transfer of the approval of the prospectus in accordance with this paragraph.”18

(7) By approving a prospectus, the CSSF does not give any undertaking as to the economical and financial soundness of the operation or the quality or solvency of the issuer. 16

Law of 21 December 2012 17 Law of 21 December 2012 18

Law of 21 December 2012

(8) A failure to give a decision within the time limits laid down in paragraphs 2 and 3 shall be equivalent to an implicit decision of refusal. This decision may be challenged in accordance with the remedies listed in Article 27.

Article 8. Drawing-up of the prospectus

(1) Without prejudice to Article 10(2), the prospectus shall contain all information which, according to the particular nature of the issuer and of the securities offered to the public or admitted to trading on a regulated market, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses, and prospects of the issuer and of any guarantor, and of the rights attaching to such securities. This information shall be presented in an easily analysable and comprehensible form.

“(2) The prospectus shall contain information concerning the issuer and the securities to be offered to the public or to be admitted to trading on a regulated market. It shall also include a summary that, in a concise manner and in non-technical language, provides key information in the language in which the prospectus was originally drawn up. The format and content of the summary of the prospectus shall provide, in conjunction with the prospectus, appropriate information about essential elements of the securities concerned in order to aid investors when considering whether to invest in such securities.

The summary shall be drawn up in a common format in order to facilitate comparability of the summaries of similar securities and should convey the key information of the securities concerned in order to aid investors when considering whether to invest in such securities. The summary shall also contain a warning that:”19

(a) it should be read as an introduction to the prospectus; and

(b) any decision to invest in the securities should be based on consideration of the prospectus as a whole by the investor; and

(c) where a claim relating to the information contained in a prospectus is brought before a court, the plaintiff investor might, under the applicable national legislation of the place of jurisdiction, have to bear the costs of translating the prospectus before the legal proceedings are initiated; and

(d) civil liability attaches to those persons who have tabled the summary including any translation thereof, and applied for its notification, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the prospectus.

“Where the prospectus relates to the admission to trading on a regulated market of non-equity securities having a denomination of at least EUR 100,000, there shall be no requirement to provide a summary.”20

“(3) The issuer, offeror or person asking for the admission to trading of securities on a regulated market may draw up the prospectus as a single document or separate documents. A prospectus composed of separate documents shall divide the required information into a registration document, a securities note and a summary note. The registration document shall contain the information relating to the issuer. The securities note shall contain the information concerning the securities offered to the public or to be admitted to trading on a regulated market.”21

(4) For the following types of securities, the prospectus can, at the choice of the issuer, offeror or person asking for the admission of securities to trading on a regulated market, consist of a base prospectus containing all relevant information concerning the issuer and the securities offered to the public or to be admitted to trading on a regulated market:

19 Law of 3 July 2012 20 Law of 3 July 2012 21 Law of 3 July 2012

(a) non-equity securities, including warrants in any form, issued under an offering programme;

(b) non-equity securities issued in a continuous or repeated manner by credit institutions,

(i) where the sums deriving from the issue of the said securities are placed, under national legislation of the Member State directing the issue in question, in assets which provide sufficient coverage for the liability deriving from securities until their maturity date; and

(ii) where, in the event of the insolvency of the related credit institution, the said sums are intended, as a priority, to repay the capital and interest falling due, without prejudice to the national provisions transposing Directive 2001/24/EC.

The information given in the base prospectus shall be supplemented, if necessary, in accordance with Article 13, with updated information on the issuer and on the securities to be offered to the public or to be admitted to trading on a regulated market.

“Where the final terms of the offer are neither included in the base prospectus nor in a supplement, they shall be made available to investors, filed with the CSSF and communicated by the CSSF, based on indications of the issuer, to the competent authority of the host Member State(s) as soon as practicable upon the making of an offer and, where possible, before the beginning of the public offer or admission to trading. The CSSF shall communicate those final terms to the European Securities and Markets Authority. The final terms shall contain only information that relates to the securities note and shall not be used to supplement the base prospectus. Article 10(1)(a) shall apply in those cases.”22

Article 9. Responsibility attaching to the prospectus

(1) Responsibility for the information given in a prospectus attaches to the issuer, the offeror, the person asking for the admission to trading on a regulated market or the guarantor, as the case may be. The persons responsible shall be clearly identified in the prospectus by their names and functions or, in the case of legal persons, their names and registered offices, as well as declarations by them that, to the best of their knowledge, the information contained in the prospectus is in accordance with the facts and that the prospectus makes no omission likely to affect its import.

“(2) No civil liability shall attach to any person solely on the basis of the summary or of the translation thereof, unless it is misleading, inaccurate or inconsistent, when read together with the other parts of the prospectus, or it does not provide, when read together with the other parts of the prospectus, key information in order to aid investors when considering whether to invest in such securities. The summary shall contain a clear warning to that effect.”23

Article 10. Omission of information

“(1) Where the final offer price and amount of securities which will be offered to the public cannot be included in the prospectus:

(a) the criteria, and/or the conditions in accordance with which the above elements will be determined or, in the case of price, the maximum price, are disclosed in the prospectus; or

(b) the acceptances of the purchase or subscription of securities may be withdrawn for two working days after the final offer price and amount of securities which will be offered to the public have been filed.

22 Law of 10 May 2016 23 Law of 3 July 2012

When Luxembourg is home Member State, the final offer price and amount of securities shall be filed with the CSSF and published in accordance with the arrangements provided for in Article 16(2) and (3).”24

(2) When Luxembourg is home Member State, the CSSF may authorise the omission from the prospectus of certain information provided for by law, if it considers that:

(a) disclosure of such information would be contrary to the public interest; or

(b) disclosure of such information would be seriously detrimental to the issuer, provided that the omission would not be likely to mislead the public with regard to facts and circumstances essential for an informed assessment of the issuer, offeror or guarantor, if any, and of the rights attached to the securities to which the prospectus relates; or

(c) such information is of minor importance only for a specific offer or admission to trading on a regulated market and is not such as to influence the assessment of the financial position and prospects of the issuer, offeror or guarantor, if any.

(3) Without prejudice to the adequate information of investors, where, exceptionally, certain information required by law to be included in a prospectus, is inappropriate to the issuer’s sphere of activity or to the legal form of the issuer or to the securities to which the prospectus relates, the prospectus shall contain information equivalent to the required information. If there is no such information, this requirement shall not apply.


“(4) Where securities are guaranteed by a Member State, an issuer, an offeror or a person asking for admission to trading on a regulated market, when drawing up a prospectus in accordance with Article 4(3), shall be entitled to omit information about such guarantor.”

Article 11. Validity of a prospectus, base prospectus and registration document

“(1) A prospectus shall be valid for 12 months after its approval for offers to the public or admissions to trading on a regulated market, provided that the prospectus is completed by any supplements required pursuant to Article 13.”25

(2) In the case of an offering programme, the base prospectus, previously filed, shall be valid for a period of up to 12 months.

(3) In the case of non-equity securities referred to in Article 8(4)(b), the base prospectus shall be valid until no more of the securities concerned are issued in a continuous or repeated manner.

“(4) A registration document, as referred to in Article 8(3), previously filed and approved, shall be valid for a period of up to 12 months. The registration document, updated in accordance with Article 12(2) or Article 13, accompanied by the securities note and the summary note shall be considered to constitute a valid prospectus.”26

(5) A prospectus, a base prospectus or a registration document, updated in accordance with the provisions of Articles 12 and 13 respectively, approved before the expiry of their period of validity, may validly be used for an offer to the public and an admission to trading on a regulated market beyond the 12-month limit subject to the agreement of the CSSF.

Article 12. Prospectuses consisting of separate documents

(1) An issuer which already has a registration document approved by the CSSF shall be required to draw up only the securities note and the summary note when securities are offered to the public or admitted to trading on a regulated market.


“(2) The securities note shall provide information that should normally be provided in the registration document, where there has been a material change or recent development which could affect investors’ assessments since the latest updated registration document, unless such information is provided in a supplement in accordance with Article 13. The securities and summary notes shall be subject to a separate approval by the CSSF.”27

(3) Where an issuer has only filed a registration document without approval, the entire documentation, including updated information, shall be subject to approval by the CSSF.

Article 13. Supplement to the prospectus

“(1) Every significant new factor, material mistake or inaccuracy relating to the information included in the prospectus which is capable of affecting the assessment of the securities and which arises or is noted between the time when the prospectus is approved and the final closing of the offer to the public or, as the case may be, the time when trading on a regulated market begins, whichever occurs later, shall be mentioned in a supplement to the prospectus. Such a supplement shall be approved in the same way in a maximum of seven working days and published in accordance with at least the same arrangements as were applied when the original prospectus was published. The summary, and any translations thereof, shall also be supplemented, if necessary, to take into account the new information included in the supplement.

(2) Where the prospectus relates to an offer of securities to the public, investors who have already agreed to purchase or subscribe for the securities before the supplement is published shall have the right, exercisable within two working days after the publication of the supplement, to withdraw their acceptances, provided that the new factor, mistake or inaccuracy referred to in paragraph 1 arose before the final closing of the offer to the public and the delivery of the securities. That period may be extended by the issuer or the offeror. The final date of the right of withdrawal shall be stated in the supplement.

(3) When Luxembourg is home Member State, a supplement, approved in accordance with the provisions of Article 7(1), shall be published each time significant new factors, material mistakes or inaccuracies arise.”28

Article 14. (…)29

Article 15. Incorporation by reference

“(1) Information may be incorporated in the prospectus by reference to one or more previously or simultaneously published documents that have been approved by the CSSF or filed with it. Such information shall be the most recent available to the issuer. The summary shall not incorporate information by reference.”30

(2) When information is incorporated by reference, a cross-reference list must be provided in order to enable investors to identify easily specific items of information.

Article 16. Publication and disclosure of the prospectus

(1) Once approved, the prospectus shall be filed with the CSSF “, shall be accessible to the European Securities and Markets Authority through the CSSF”31 and shall be made available to the public by the issuer, offeror or person asking for admission to trading on a regulated market as soon as practicable and in any case, at a reasonable time in advance of, and at the latest at the beginning of, the offer to the public or the admission to trading of the securities involved. In addition, in the case of an initial public offer of a class of shares not already admitted to trading on

27 Law of 3 July 2012 28 Law of 3 July 2012 29 Repealed by the law of 3 July 2012 30 Law of 3 July 2012 31


a regulated market that is to be admitted to trading for the first time, the prospectus shall be available at least six working days before the end of the offer.

(2) The prospectus shall be deemed available to the public when published either:

(a) by insertion in one or more newspapers circulated throughout, or widely circulated in, the Member States in which the offer to the public is made or the admission to trading is sought; or

(b) in a printed form to be made available, free of charge, to the public at the offices of the market on which the securities are being admitted to trading, or at the registered office of the issuer and at the offices of the financial intermediaries placing or selling the securities, including paying agents; or

“(c) in an electronic form on the issuer’s website or, if applicable, on the website of the financial intermediaries placing or selling the securities, including paying agents; or”32

(d) in an electronic form on the website of the regulated market where the admission to trading is sought; or

(e) in an electronic form on the CSSF website.

“(3) Issuers or the persons who are required to draw up the prospectus which publish only their prospectus in accordance with paragraph 2(a) or (b) shall also publish their prospectus in an electronic form in accordance with the arrangements established in paragraph 2(c).”33

(4) The CSSF shall publish on its website, over a period of 12 months, the prospectuses approved in accordance with Article 7. The CSSF may delegate such publications.

(5) In the case of a prospectus comprising several documents and/or incorporating information by reference, the documents and information making up the prospectus may be published and circulated separately provided that the said documents are made available, free of charge, to the public, in accordance with the arrangements established in paragraph 2. Each document shall indicate where the other constituent documents of the full prospectus may be obtained.

(6) The text and the format of the prospectus, and/or the supplements to the prospectus, published or made available to the public, shall at all times be identical to the original version approved by the CSSF.

(7) Where the prospectus is made available by publication in electronic form, a paper copy must nevertheless be delivered to the investor, upon his request and free of charge, by the issuer, the offeror, the person asking for admission to trading on a regulated market or the financial intermediaries placing or selling the securities.

Article 17. Advertisements

(1) Any type of advertisements relating either to an offer to the public of securities or to an admission to trading on a regulated market shall observe the principles contained in paragraphs 2 to 5. Paragraphs 2, 3 and 4 shall apply only to cases where the issuer, the offeror or the person applying for admission to trading is covered by the obligation to draw up a prospectus.

(2) Advertisements shall state that a prospectus has been or will be published and indicate where investors are or will be able to obtain it. The mention of the decision of approval of a prospectus by the CSSF shall not constitute an appreciation of the soundness of the transactions proposed to investors.

(3) Advertisements shall be clearly recognisable as such. The information contained in an advertisement shall not be inaccurate or misleading. This information shall also be consistent with


the information contained in the prospectus, if already published, or with the information required to be in the prospectus, if the prospectus is published afterwards.

(4) In any case, all information concerning the offer to the public or the admission to trading on a regulated market disclosed in an oral or written form, even if not for advertising purposes, shall always be consistent with that contained in the prospectus.

(5) When according to this law no prospectus is required, material information provided by an issuer or an offeror and addressed to qualified investors or special categories of investors, including information disclosed in the context of meetings relating to offers of securities, shall be disclosed to all qualified investors or special categories of investors to whom the offer is exclusively addressed. Where a prospectus is required to be published, such information shall be included in the prospectus or in a supplement to the prospectus in accordance with Article 13(1).

(6) The CSSF shall have the power to exercise control over the compliance of advertising activity, relating to a public offer of securities within the territory of Luxembourg or an admission to trading on a regulated market situated or operating within the territory of Luxembourg, with the principles referred to in paragraphs 2 to 5.

Chapter 2: Cross-border offers to the public and admission to trading on a regulated market

Article 18. Recognition of the approval of a prospectus

“(1)”34 Without prejudice to Article 24, when Luxembourg is host Member State, the prospectus, as well as any supplements thereto shall be valid for the public offer or the admission to trading on a regulated market in Luxembourg as soon as the CSSF “and the European Securities and Markets Authority have” (…)35 received notification of the approval by the competent authority of the home Member State. The CSSF shall not undertake any approval or administrative procedures relating to such prospectuses.

(Law of 21 December 2012) The CSSF shall publish on its website the list of certificates of approval of prospectuses and

any supplements thereto, which are notified in accordance with this Article, including, if applicable, a hyperlink to those documents published on the website of the competent authority of the home Member State, on the website of the issuer, or on the website of the regulated market. The published list shall be kept up-to-date and each item shall remain on the website for a period of at least 12 months.

Article 19. Notification

“(1) The CSSF shall, at the request of the issuer or the person who is required to draw up the prospectus and within three working days following receipt of that request or, where the request is submitted together with the draft prospectus, within one working day after the approval of the prospectus, notify the competent authority of the host Member State with a certificate of approval attesting that the prospectus has been drawn up in accordance with this law and with a copy of that prospectus. If applicable, that notification shall be accompanied by a translation of the summary produced under the responsibility of the issuer or person who is required to draw up the prospectus. The same procedure shall be followed for any supplement to the prospectus. The issuer or the person responsible for drawing up the prospectus shall also be notified of the certificate of approval at the same time as the competent authority of the host Member State.”36 “The CSSF shall notify the European Securities and Markets Authority of the certificate of approval of the prospectus at the same time as it is notified to the competent authorities of the host Member States.”37

34 Law of 21 December 2012 35 Law of 21 December 2012 36 Law of 3 July 2012 37 Law of 21 December 2012

(2) The application of the provisions of Article 10(2) and (3) shall be stated in the certificate, as well as its justification.

Chapter 3: Use of languages and issuers having their registered office in a third country

Article 20. Use of languages

(1) Where an offer to the public is made or admission to trading on a regulated market is sought only within the territory of Luxembourg and Luxembourg is home Member State, the prospectus shall be drawn up in a language accepted by the CSSF. A prospectus drawn up in Luxembourgish, French, German or English is acceptable in any case.

(2) Where an offer to the public is made or admission to trading on a regulated market is sought in one or more Member States excluding Luxembourg and Luxembourg is home Member State, the prospectus shall be drawn up either in a language accepted by the competent authorities of those Member States or in a language customary in the sphere of international finance, at the choice of the issuer, offeror or person asking for admission on a regulated market, as the case may be.

For the purpose of the scrutiny by the CSSF, the prospectus shall be drawn up either in a language accepted by the CSSF or in a language customary in the sphere of international finance, at the choice of the issuer, offeror or person asking for admission of the securities to trading on a regulated market, as the case may be. A prospectus drawn up in Luxembourgish, French, German or English is acceptable in any case.

(3) Where an offer to the public is made or admission to trading on a regulated market is sought in more than one Member State including within the territory of Luxembourg and Luxembourg is home Member State, the prospectus shall be drawn up in a language accepted by the CSSF. A prospectus drawn up in Luxembourgish, French, German or English is acceptable in any case.

The prospectus shall also be made available either in a language accepted by the competent authorities of each host Member State or in a language customary in the sphere of international finance, at the choice of the issuer, offeror or person asking for admission of the securities to trading on a regulated market, as the case may be.

“(4) Where admission to trading on a regulated market of non-equity securities whose denomination per unit amounts to at least EUR 100,000 is sought in one or more Member States, the prospectus shall be drawn up either in a language accepted by the competent authorities of the home and host Member States or in a language customary in the sphere of international finance, at the choice of the issuer, offeror or person asking for admission to trading of securities on a regulated market, as the case may be.”38

(5) Where an offer to the public is made or admission to trading on a regulated market is sought within the territory of Luxembourg and Luxembourg is the host Member State, the prospectus shall be drawn up in a language accepted by the CSSF. A prospectus drawn up in Luxembourgish, French, German or English is acceptable in any case.

Article 21. Issuers having their registered office in a third country

(1) When Luxembourg is home Member State of an issuer having its registered office in a third country, the CSSF may approve a prospectus for an offer to the public or for admission to trading on a regulated market, drawn up in accordance with the legislation of a third country, provided that:

(a) the prospectus has been drawn up in accordance with international standards set by international securities commission organisations, including the disclosure standards of the International Organisation of Securities Commissions; and

38 Law of 3 July 2012

(b) the information requirements, including information of a financial nature, are equivalent to the requirements under this law; and

(c) the prospectus is drawn up in a language accepted by the CSSF.

(2) Where securities issued by an issuer having its registered office in a third country are offered to the public or admitted to trading on a regulated market of securities in a Member State other than Luxembourg and Luxembourg is home Member State, the requirements set out in Articles 13(3), 19 and 20 shall apply.

Chapter 4: Competent authority

Article 22. Powers

(1) The CSSF shall carry out the obligations provided for in this part and shall ensure that the provisions adopted pursuant hereto are applied.

(2) The CSSF shall be the competent authority responsible for cooperation with the foreign competent authorities referred to in Article 23.

(3) The CSSF shall have all the powers necessary for the performance of its functions provided for by law. The CSSF shall be empowered to:

(a) require issuers, offerors or persons asking for admission to trading on a regulated market to include in the prospectus supplementary information, if necessary for investor protection;

(b) require issuers, offerors or persons asking for admission to trading on a regulated market, and the persons that control them or are controlled by them, to provide information and documents;

(c) require persons in charge of the statutory audit of the accounts and managers of the issuer, offeror or person asking for admission to trading on a regulated market, as well as financial intermediaries commissioned to carry out the offer to the public or ask for admission to trading on a regulated market, to provide information and documents;

(d) suspend a public offer or admission to trading on a regulated market for a maximum of 10 consecutive working days on any single occasion if it has reasonable grounds for suspecting that legal provisions have been infringed;

(e) prohibit or suspend advertisements for a maximum of 10 consecutive working days on any single occasion if it has reasonable grounds for believing that legal provisions have been infringed;

(f) prohibit a public offer if it finds that legal provisions have been infringed or if it has reasonable grounds for suspecting that they would be infringed;

(g) suspend at any time trading on a regulated market situated or operating within the territory of Luxembourg or ask other regulated markets which are concerned to suspend trading on a regulated market for a maximum of 10 consecutive working days on any single occasion if it has reasonable grounds for believing that legal provisions have been infringed;

(h) prohibit trading on a regulated market situated or operating within the territory of Luxembourg if it finds that legal provisions have been infringed;

(i) make public the fact that the issuer, offeror or person asking for admission to trading on a regulated market is failing to comply with its obligations;

(j) to impose on the issuer, offeror or person asking for admission to trading on a regulated market to cease any practice which is contrary to this law.

(4) The CSSF shall also, once the securities have been admitted to trading on a regulated market, be empowered to:

(a) require the issuer to disclose all material information which may have an effect on the assessment of the securities admitted to trading on regulated markets in order to ensure investor protection or the smooth operation of the market;

(b) suspend trading on a regulated market situated or operating within the territory of Luxembourg or ask other regulated markets which are concerned to suspend the securities from trading if, in its opinion, the issuer’s situation is such that trading would be detrimental to investors’ interests;

(c) ensure that issuers comply with their Community obligations concerning the dissemination of periodical and occasional information, provide equivalent information to all investors and grant equivalent treatment to all securities holders who are in the same position, in all Member States where the offer to the public is made or the securities are admitted to trading;

(d) carry out on-site inspections in the territory of Luxembourg on the premises of the issuer, offeror or person asking for the admission to trading on a regulated market in order to verify compliance with the legal provisions.

Where an issuer has not asked for or agreed to the admission of its securities to trading on a regulated market, the CSSF may apply the provisions of (a) and (c) to any other person asking for such admission without the agreement of the issuer.

(Law of 21 December 2012) “In accordance with Article 21 of Regulation (EU) No 1095/2010, the European Securities and

Markets Authority shall be entitled to participate in on-site inspections referred to in point (d) where they are carried out jointly by the CSSF and at least one more competent authority.”39

Article 23. Cooperation between authorities

(1) The CSSF shall cooperate with the competent authorities of other Member States whenever necessary for the purpose of carrying out their duties and making use of their powers. The CSSF shall render assistance to competent authorities of other Member States. In particular, they shall exchange information and cooperate when an issuer has more than one home competent authority including the CSSF because of its various classes of securities, or where the approval of a prospectus has been transferred to the competent authority of another Member State pursuant to Article 7(6). The CSSF shall also closely cooperate when one or more competent authorities request suspension or prohibition of trading of securities traded in various Member States in order to ensure a level playing field between trading venues and protection of investors. Where appropriate, the competent authority of the host Member State may request the assistance of the competent authority of the home Member State from the stage at which the case is scrutinised, in particular as regards new types or rare forms of securities. When Luxembourg is home Member State, the CSSF may ask for information from the competent authority of the host Member State on any items specific to the relevant market.

Without prejudice to Article 22, the CSSF may consult with operators of regulated markets as necessary, in particular, when deciding to suspend, or to ask a regulated market to suspend or prohibit trading.

(Law of 21 December 2012)

“The CSSF may refer to the European Securities and Markets Authority situations where a request for cooperation, in particular to exchange information, has been rejected or has not been acted upon within a reasonable time.”40

39 Law of 21 December 2012 40 Law of 21 December 2012


“(1a) The CSSF shall cooperate with the European Securities and Markets Authority for the purposes of Directive 2003/71/EC, in accordance with Regulation (EU) No 1095/2010.”

(2) “The CSSF may exchange confidential information with competent authorities of the other Member States or transmit confidential information to the European Securities and Markets Authority or to the European Systemic Risk Board, subject to constraints relating to firm-specific information and effects on third countries as provided for in Regulation (EU) No 1095/2010 and Regulation(EU) No 1092/2010 respectively.”41 Information thus exchanged shall be covered by the obligation of professional secrecy, to which the persons employed or formerly employed by the competent authorities receiving the information are subject.


“The CSSF shall, without delay, provide the European Securities and Markets Authority with all information necessary to carry out its duties in accordance with Article 35 of Regulation (EU) No 1095/2010.”

(3) The CSSF may also exchange confidential information with the authorities of third countries entrusted with the public task of supervising financial markets.

Communication of information by the CSSF is subject to the following conditions:

- the information communicated to the authorities of third countries is necessary for the performance of tasks in relation to the approval of a prospectus;

- the information transmitted to authorities of third countries shall be covered by the obligation of professional secrecy of such authorities and the professional secrecy of these authorities must offer guarantees at least equivalent to the professional secrecy which the CSSF is subject to;

- the authorities of third countries which receive information from the CSSF may use such information only for the purposes for which it has been communicated and must be in a position to ensure that no other use will be made thereof;

- the authorities of third countries which receive information from the CSSF grant the same right of information to the CSSF.

Article 24. Precautionary measures

(1) When Luxembourg is host Member State, the CSSF shall inform the competent authority of the home Member Sate “and the European Securities and Markets Authority”42 as soon as it finds that irregularities have been committed by the issuer or by the financial institutions in charge of the public offer or that breaches have been committed of the obligations attaching to the issuer by reason of the fact that its securities are admitted to trading on a regulated market situated or operating within the territory of Luxembourg.

(2) If, despite the measures taken by the competent authority of the home Member State or because such measures prove inadequate, the issuer or the financial institution in charge of the public offer within the territory of Luxembourg persists in breaching the relevant legal or regulatory provisions, the CSSF, after informing the competent authority of the home Member State “and the European Securities and Markets Authority”43, shall take all the appropriate measures in order to protect investors. The European Commission “and the European Securities and Markets Authority”44 shall be informed of such measures at the earliest opportunity.

41 Law of 21 December 2012 42 Law of 21 December 2012 43 Law of 21 December 2012 44


Chapter 5: Sanctions and remedies

Article 25. Administrative sanctions

(1) An administrative fine between EUR 125 and EUR 125,000 may be imposed on the persons referred to in Article 22(3) by the CSSF:

- in case they carried out an offer of securities to the public or obtained an admission of securities to trading on a regulated market in breach of the legal provisions;

- in case they do not observe requests for information by the CSSF;

- where information provided proves to be incomplete or inaccurate;

- in case they do not follow the CSSF’s injunctions;

- in case they publish or cause to be published false information in a prospectus or a supplement to the prospectus.

(2) The same provisions shall apply to the persons referred to in Article 22(4)(d) in case they hinder an on-site inspection by the CSSF.

(3) The CSSF shall be authorised to make public the measures and sanctions taken in respect of infringements of the provisions adopted pursuant to the law, unless the disclosure would seriously jeopardise the financial markets or cause disproportionate damage to the parties involved.

Article 26. Criminal sanctions

Anyone who knowingly carries out an offer of securities to the public within the territory of Luxembourg without a prospectus in accordance with the provisions of this law, shall be subject to a fine of EUR 250 to EUR 125,000.

Article 27. Remedies

(1) The Tribunal Administratif (administrative tribunal) can undertake a full review of the merits of the decision adopted by the CSSF in implementation of this law (recours en pleine jurisdiction). The right to bring an action shall run for a period of three months from the date of notification of the decision.

The decision of the Tribunal Administratif shall be subject to a right of appeal to the Cour administrative (administrative court) within a period of 40 days running from the date of notification of the decision by the clerk’s office of the juridiction de première instance (court of first instance).

The expiry of the above-mentioned time period shall end any possibility to appeal, but without prejudice to the provisions of the law dated 22 December 1986 on the lifting of time limits. The time periods shall not be extended because of the place of residence of the natural or legal person subject to supervision.

(2) The right to bring an action in the administrative courts has no suspensive effect.

A request for stay of execution may be filed by separate application with the President of the Tribunal Administratif or the judge replacing him.

The stay of execution may only be ordered under the twofold condition that, on the one hand the enforcement of the challenged decision would cause the applicant to suffer serious and permanent damage, and that, on the other hand the grounds relied upon in support of the appeal against the decision appear to be serious. The stay shall be dismissed if the case is ready to go to court and to be decided upon within a short period.

The proceedings before the President of the Tribunal Administratif shall be oral. The case shall be pleaded at a hearing to which the parties have been called to appear. The President may grant postponements upon justified request.

The order shall be enforceable as from its notification and is final. The order shall cease to have effect once the Tribunal has decided on the substance of the case or part of the substance. The judge who has heard the application for stay of execution cannot sit in the court hearing the merits of the case.

The President of the Tribunal Administratif or the judge replacing him may provisionally order all measures aimed at safeguarding the interests of the parties or of the persons who have an interest in the result of the case, except for measures concerning civil rights. Such an application is examined and decided upon in accordance with the procedure laid down for an application for stay of execution.

Part III

Offers to the public and admissions to trading on a regulated market of securities not covered by Part II

“Article 28. Definitions

For the purposes of this Part, the definitions provided for in Article 2(1) (a), (b), (d), (g), (h) and (h-a) do not apply.”45

Chapter 1: Offers of securities to the public

Article 29. Scope and definitions

(1) This Chapter shall apply to offers of securities to the public and other securities being equivalent not covered by Part II within the territory of Luxembourg.

“Offers to the public of securities representing units issued by undertakings for collective investment other than the closed-end type shall be subject to the sole provisions set forth in the Luxembourg legislation relating to undertakings for collective investment.”46

(2) For the purposes of this Chapter, the following definitions shall apply:

(a) “approval” means the positive act at the outcome of the scrutiny by the CSSF of the completeness of the simplified prospectus including the consistency of the information given and its comprehensibility;

(b) “issuer” means a natural person or legal entity which issues or proposes to issue securities.

Article 30. Offer of securities to the public

(1) No offer of securities shall be allowed to be made to the public within the territory of Luxembourg without prior publication of a simplified prospectus. Anyone who proposes to carry out such an offer of securities to the public shall notify the CSSF in advance.

“(2) The obligation to publish a simplified prospectus shall not apply to the following types of offers:

(a) an offer of securities addressed solely to qualified investors; and/or

(b) an offer of securities addressed to fewer than 150 natural or legal persons other than qualified investors; and/or


(c) an offer of securities addressed to investors who acquire securities for a total consideration of at least EUR 100,000 per investor and for each separate offer; and/or

(d) an offer of securities whose denomination per unit amounts to at least EUR 100,000; and/or

(e) an offer of securities with a total consideration of less than EUR 1,500,000. Such limit shall be calculated over a period of 12 months.

However, any subsequent resale of securities which were previously the subject of one or more of the types of offer mentioned in (a) to (e) of this paragraph shall be regarded as a separate offer and the definition set out in Article 2(1)(l) shall apply for the purpose of deciding whether that resale is an offer to the public. The placement of securities through financial intermediaries shall be subject to publication of a simplified prospectus if none of the conditions (a) to (e) are met for the final placement.

No other simplified prospectus shall be required in case of any such subsequent resale of securities or final placement of securities through financial intermediaries as long as a valid simplified prospectus is available in accordance with Article 35 and the issuer or the person who is required to draw up such simplified prospectus consents to its use by means of a written agreement.”47

(3) The obligation to publish a simplified prospectus shall not apply to offers to the public of the following types of securities:

(a) shares issued in substitution for shares of the same class already issued, if the issuing of such new shares does not involve any increase in the issued capital;

(b) securities offered in connection with a takeover by means of an exchange offer, provided that a document is available containing information which is regarded by the CSSF as being equivalent to that of the simplified prospectus, taking into account the requirements of EU legislation on takeover bids;

“(c) securities offered, allotted or to be allotted in connection with a merger, division or any other similar restructuring operation, provided that a document is available containing information which is regarded by the CSSF as being equivalent to that of the simplified prospectus, taking into account the requirements of EU legislation;

(d) dividends paid out to existing shareholders in the form of shares of the same class as the shares in respect of which such dividends are paid, provided that a document is made available to the interested parties containing information on the number and nature of the shares and the reasons for and details of the offer;

(e) securities offered, allotted or to be allotted to existing or former directors or employees by their employer or by an affiliated undertaking provided that the company has its head office or registered office in one of the Member States and provided that a document is made available to the interested parties containing information on the number and nature of the securities and the reasons for and details of the offer.”48


“Point (e) shall also apply to a company established in a third country whose securities are admitted to trading either on a regulated market or on a third-country market. In the latter case, the exemption shall apply provided that the European Commission has adopted an equivalence decision, within the meaning of Article 5 of this law, regarding the third-country market concerned.”

(f) securities issued by the Luxembourg State and the municipalities of the country (“communes”) or by another Member State;


(g) non-fungible shares of capital whose main purpose is to provide the holder with a right to occupy an apartment, or other form of immovable property or a part thereof and where the shares cannot be sold on without this right being given up.

Article 31. Approval of the simplified prospectus

(1) No simplified prospectus shall be published until it has been approved by the CSSF.

(2) The CSSF shall notify the issuer or the offeror, as the case may be, of its decision regarding the approval of the simplified prospectus within 10 working days of the submission of the draft simplified prospectus.

(3) The time limit referred to in paragraph 2 shall be extended to 20 working days if the public offer involves securities issued by an issuer which has not previously offered securities to the public.

(4) If the CSSF finds, on reasonable grounds, that the documents submitted to it are incomplete or that supplementary information is needed, the time limits referred to in paragraphs 2 and 3 shall apply only from the date on which such information is provided by the issuer or the offeror.

(5) In the cases referred to in paragraph 2, the CSSF shall notify the issuer or offeror if the documents are incomplete within 10 working days of the submission of the application.

(6) By approving a simplified prospectus, the CSSF does not give any undertaking as to the economic and financial soundness of the operation or the quality or solvency of the issuer.

(7) A failure to give a decision within the time limits laid down in paragraphs 2 and 3 shall be equivalent to an implicit decision of refusal. This decision may be challenged in accordance with the remedies listed in Article 27.

Article 32. Drawing-up of the simplified prospectus

(1) Without prejudice to Article 34(2), the simplified prospectus shall contain all information which, according to the particular nature of the issuer and of the securities offered to the public, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses, and prospects of the issuer and of any guarantor, and of the rights attaching to such securities. This information shall be presented in an easily analysable and comprehensible form.

(2) The simplified prospectus shall contain information concerning the issuer and the securities to be offered to the public. The detail of the information to be provided shall be determined by the CSSF.

“(3) The issuer or offeror may draw up the simplified prospectus as a single document or separate documents. A simplified prospectus composed of separate documents shall divide the required information into a registration document and a securities note. The registration document shall contain the information relating to the issuer. The securities note shall contain the information concerning the securities offered to the public.”49

(4) For the following types of securities, the simplified prospectus can, at the choice of the issuer or offeror, consist of a base prospectus containing all relevant information concerning the issuer and the securities offered to the public:

(a) non-equity securities, including warrants in any form, issued under an offering programme;

(b) non-equity securities issued in a continuous or repeated manner by credit institutions,


(i) where the sums deriving from the issue of the said securities are placed, under national legislation of the Member State directing the issue in question, are placed in assets which provide sufficient coverage for the liability deriving from securities until their maturity date; and

(ii) where, in the event of the insolvency of the related credit institution, the said sums are intended, as a priority, to repay the capital and interest falling due, without prejudice to the national provisions transposing Directive 2001/24/EC.

The information given in the base prospectus shall be supplemented, if necessary, in accordance with Article 39, with updated information on the issuer and on the securities to be offered to the public.

“Where the final terms of the offer to the public are neither included in the base prospectus nor in a supplement, the final terms shall be made available to investors, filed with the CSSF when each public offer is made as soon as practicable and, if possible, in advance of the beginning of the offer to the public. The final terms shall contain only information that relates to the securities note and shall not be used to supplement the base prospectus. The provisions of Article 34(1)(a) shall be applicable in any such case.”50

Article 33. Responsibility attaching to the simplified prospectus

Responsibility for the information given in a simplified prospectus attaches to the issuer, the offeror or the guarantor, as the case may be. The persons responsible shall be clearly identified in the simplified prospectus by their names and functions or, in the case of legal persons, their names and registered offices, as well as declarations by them that, to the best of their knowledge, the information contained in the simplified prospectus is in accordance with the facts and that the simplified prospectus makes no omission likely to affect its import.


“(1) Where the final offer price and amount of securities which will be offered to the public cannot be included in the simplified prospectus:

(a) the criteria, and/or the conditions in accordance with which the above elements will be determined or, in the case of price, the maximum price, are disclosed in the simplified prospectus; or

(b) the acceptances of the purchase or subscription of securities may be withdrawn for two working days after the final offer price and amount of securities which will be offered to the public have been filed.

The final offer price and amount of securities shall be filed with the CSSF and published in accordance with the arrangements provided for in Article 38(2) and (3).”51

(2) The CSSF may authorise the omission from the simplified prospectus of certain information provided for by this Chapter, if it considers that:


(b) disclosure of such information would be seriously detrimental to the issuer, provided that the omission would not be likely to mislead the public with regard to facts and circumstances essential for an informed assessment of the issuer, offeror or guarantor, if any, and of the rights attached to the securities to which the simplified prospectus relates; or

(c) such information is of minor importance only for a specific offer and is not such as to influence the assessment of the financial position and prospects of the issuer, offeror or guarantor, if any.


(3) Without prejudice to the adequate information of investors, where, exceptionally, certain information required by law to be included in a simplified prospectus, is inappropriate to the issuer’s sphere of activity or to the legal form of the issuer or to the securities to which the simplified prospectus relates, the simplified prospectus shall contain information equivalent to the required information. If there is no such information, this requirement shall not apply.


“(4) Where securities are guaranteed by a Member State, an issuer or an offeror, when drawing up a simplified prospectus in accordance with this Chapter, shall be entitled to omit information about such guarantor.”

Article 35. Validity of a simplified prospectus, base prospectus and registration document

“(1) A simplified prospectus shall be valid for 12 months after its approval for offers to the public, provided that the simplified prospectus is completed by any supplements required pursuant to Article 39.”52

(2) In the case of an offering programme, the base prospectus, previously filed, shall be valid for a period of up to 12 months.

(3) In the case of non-equity securities referred to in Article 32(4)(b), the base prospectus shall be valid until no more of the securities concerned are issued in a continuous or repeated manner.

“(4) A registration document, as referred to in Article 32(3), previously filed and approved, shall be valid for a period of up to 12 months. The registration document, updated in accordance with Article 37(2) or Article 39, accompanied by the securities note shall be considered to constitute a valid simplified prospectus.”53

(5) A simplified prospectus, a base prospectus or a registration document, updated in accordance with the provisions of Articles 37 and 39 respectively, approved before the expiry of their period of validity, may validly be used for an offer to the public beyond the 12-month period subject to the agreement by the CSSF.


(1) Information may be incorporated in the simplified prospectus by reference to one or more previously, simultaneously or subsequently published document. These documents shall be filed with the CSSF. The information set out in these documents shall be the latest available to the issuer.


Article 37. Simplified prospectus consisting of separate documents

(1) An issuer which already has a registration document approved by the CSSF shall be required to draw up only the securities note when securities are offered to the public.

“(2) The securities note shall provide information that should normally be provided in the registration document, where there has been a material change or recent development which could affect investors’ assessments since the latest updated registration document, unless such information is provided in a supplement in accordance with Article 39. The securities note shall be subject to a separate approval by the CSSF.”54

(3) Where an issuer has only filed a registration document without approval, the entire documentation, including updated information, shall be subject to approval by the CSSF.


Article 38. Publication of the simplified prospectus

(1) Once approved, the simplified prospectus shall be filed with the CSSF and shall be made available to the public by the issuer or offeror as soon as practicable and in any case, at a reasonable time in advance of, and at the latest at the beginning of, the offer to the public. In addition, in the case of an initial public offer, the simplified prospectus shall be available at least six working days before the end of the offer.

(2) The simplified prospectus shall be deemed available to the public when published either:

(a) by insertion in one or more newspapers circulated throughout, or widely circulated in Luxembourg; or

(b) in a printed form to be made available, free of charge, to the public at the registered office of the issuer and at the offices of the financial intermediaries placing or selling the securities, including paying agents; or

“(c) in an electronic form on the issuer’s website or, if applicable, on the website of the financial intermediaries placing or selling the securities, including paying agents; or”55

(d) in an electronic form on the CSSF website.

“(3) Issuers or the persons who are required to draw up the simplified prospectus which publish only their simplified prospectus in accordance with the arrangements established in paragraph 2(a) or (b) shall also publish their simplified prospectus in an electronic form in accordance with the arrangements established in paragraph 2(c).”56

(4) The CSSF shall publish on its website, over a period of 12 months, the simplified prospectuses approved in accordance with Article 31. The CSSF may delegate such publications.

(5) In the case of a simplified prospectus comprising several documents and/or incorporating information by reference, the documents and information making up the simplified prospectus may be published and circulated separately provided that the said documents are made available, free of charge, to the public, in accordance with the arrangements established in paragraph 2. Each document shall indicate where the other constituent documents of the simplified prospectus may be obtained.

(6) The text and the format of the simplified prospectus, and/or the supplements to the simplified prospectus, published or made available to the public, shall at all times be identical to the original version approved by the CSSF.

(7) Where the simplified prospectus is made available by publication in electronic form, a paper copy must nevertheless be delivered to the investor, upon his request and free of charge, by the issuer, the offeror or the financial intermediaries placing or selling the securities.

Article 39. Supplement to the simplified prospectus

(1) Every significant new factor, material mistake or inaccuracy relating to the information included in the simplified prospectus which is capable of affecting the assessment of the securities and which arises or is noted between the time when the simplified prospectus is approved and the final closing of the offer to the public shall be mentioned in a supplement to the simplified prospectus. Such a supplement shall be approved in the same way in a maximum of seven working days and published in accordance with at least the same arrangements as were applied when the original simplified prospectus was published.

“(2) Investors who have already agreed to purchase or subscribe for the securities before the supplement is published shall have the right, exercisable within two working days after the publication of the supplement, to withdraw their acceptances, provided that the new factor, mistake or inaccuracy referred to in paragraph 1 arose before the final closing of the offer to the


public and the delivery of the securities. That period may be extended by the issuer or the offeror. The final date of the right of withdrawal shall be stated in the supplement.”57


(1) Any type of advertisements relating to an offer of securities to the public shall observe the principles contained in paragraphs 2 to 5. Paragraphs 2, 3 and 4 shall apply only to cases where the issuer or the offeror is covered by the obligation to draw up a simplified prospectus.

(2) Advertisements shall state that a simplified prospectus has been or will be published and indicate where investors are or will be able to obtain it. The mention of the decision of approval of a simplified prospectus by the CSSF shall not constitute an appreciation of the soundness of the transactions proposed to investors.

(3) Advertisements shall be clearly recognisable as such. The information contained in an advertisement shall not be inaccurate or misleading. This information shall also be consistent with the information contained in the simplified prospectus, if already published, or with the information required to be in the simplified prospectus, if the simplified prospectus is published afterwards.

(4) In any case, all information concerning the offer to the public disclosed in an oral or written form, even if not for advertising purposes, shall always be consistent with that contained in the simplified prospectus.

(5) When according to this law no simplified prospectus is required, material information provided by an issuer or an offeror and addressed to qualified investors or special categories of investors, including information disclosed in the context of meetings relating to offers of securities, shall be disclosed to all qualified investors or special categories of investors to whom the offer is exclusively addressed. Where a simplified prospectus is required to be published, such information shall be included in the simplified prospectus or in a supplement to the simplified prospectus in accordance with Article 39(1).

(6) The CSSF shall have the power to exercise control over the compliance of advertising activity, relating to a public offer of securities within the territory of Luxembourg, with the principles referred to in paragraphs 2 to 5.


The simplified prospectus shall be drawn up in a language accepted by the CSSF. A simplified prospectus drawn up in Luxembourgish, French, German or English is acceptable in any case.

Article 42. Issuers having their registered office in a country other than Luxembourg

The CSSF may approve a simplified prospectus for an offer to the public drawn up in accordance with foreign legislation, provided that the simplified prospectus has been drawn up in accordance with standards considered acceptable to the CSSF and that the simplified prospectus is drawn up in a language accepted by the CSSF.

Article 43. Powers

(1) The CSSF shall carry out the obligations provided for in this Chapter and ensure that the provisions adopted pursuant to this Chapter are applied.

(2) The CSSF shall have all the powers necessary for the performance of the functions set out in this Chapter. The CSSF shall be empowered to:

(a) require issuers or offerors to include in the simplified prospectus supplementary information, if necessary for investor protection;


(b) require issuers or offerors and persons that control them or are controlled by them, to provide information and documents;

(c) require those in charge of the statutory audit of the accounts and managers of the issuer or offeror as well as financial intermediaries commissioned to carry out the offer to the public to provide information and documents;

(d) suspend a public offer for a maximum of 10 consecutive working days on any single occasion if it has reasonable grounds for suspecting that legal provisions have been infringed;

(e) prohibit or suspend advertisements for a maximum of 10 consecutive working days on any single occasion if it has reasonable grounds for believing that the legal provisions have been infringed;

(f) prohibit a public offer if it finds that the legal provisions have been infringed or if it has reasonable grounds for suspecting that they would be infringed;

(g) make public the fact that an issuer or offeror is failing to comply with its obligations;

(h) order the issuer or offeror to cease any practice which is contrary to this law.

Article 44. Cooperation, sanctions and remedies

(1) The CSSF shall cooperate with the competent authorities of other Member States and those of third countries whenever necessary for the purpose of carrying out their duties and making use of their powers. In particular, they shall exchange information and cooperate when an issuer depends on more than one competent authority including the CSSF.

(2) The CSSF may exchange confidential information with the competent authorities of other Member States when applying this law. Information thus exchanged shall be covered by the obligation of professional secrecy, to which the persons employed or formerly employed by the competent authorities receiving the information are subject.

(3) The CSSF may also exchange confidential information with the authorities of third countries entrusted with the public task of supervising financial markets.

Communication of information by the CSSF is subject to the following conditions:

- the information transmitted to authorities of third countries shall be required for the purpose of carrying out tasks in relation to the approval of a prospectus or a simplified prospectus;

- the information transmitted to the authorities of third countries shall be covered by the obligation of professional secrecy of the recipient authorities and the professional secrecy of such authorities must offer guarantees at least equivalent to the professional secrecy of the CSSF;

- the authorities of third countries which receive information from the CSSF may use such information only for the purposes for which it has been communicated and must be in a position to ensure that no other use will be made thereof;

- the authorities of third countries which receive information from the CSSF grant the same right of information to the CSSF.

(4) For the purposes of the present Chapter, Articles 25, 26 and 27 shall apply.

Chapter 2: Admission of securities to trading on a regulated market

Article 45. Scope and definitions

“(1) This Chapter shall apply to admissions of securities and other securities being equivalent not covered by Part II to trading on a regulated market situated or operating within the territory of Luxembourg.

Admissions to trading of securities representing units issued by undertakings for collective investment other than the closed-end type governed by Luxembourg law, units issued by harmonised Community undertakings for collective investment in securities established in another Member State and commercialised in Luxembourg and units issued by other foreign undertakings for collective investment other than the closed-end type and offered to the public in Luxembourg shall be subject to the sole provisions set forth in the Luxembourg legislation relating to undertakings for collective investment.”58

(2) For the purposes of this Chapter, the following definitions shall apply:

(a) “approval” means the positive act at the outcome of the scrutiny by the market operator established in Luxembourg of the completeness of the simplified prospectus;

(b) “issuer” means a natural person or legal entity which issues or proposes to issue securities.

Article 46. Admission of securities to trading on a regulated market

(1) Each admission of securities and other securities being equivalent not covered by Part II to trading on a regulated market situated or operating within the territory of Luxembourg is subject to the publication of a simplified prospectus. Anyone who proposes to carry out such an admission shall notify the relevant market operator in advance.

(2) The obligation to publish a simplified prospectus shall not apply to the admission to trading on a regulated market of the following types of securities:

(a) securities offered in connection with a takeover by means of an exchange offer, provided that a document is available containing information which is regarded by the relevant market operator as being equivalent to that of the simplified prospectus, taking into account the requirements of EU legislation on takeover bids;

“(b) securities offered, allotted or to be allotted in connection with a merger, division or any other similar restructuring operation, provided that a document is available containing information which is regarded by the relevant market operator as being equivalent to that of the simplified prospectus, taking into account the requirements of EU legislation.”59

(c) securities offered, allotted or to be allotted to existing or former directors or employees by their employer or an affiliated undertaking, provided that the said securities are of the same class as the securities already admitted to trading on the same regulated market and that a document is made available containing information on the number and nature of the securities and the reasons for and detail of the offer;

(d) securities issued by the Luxembourg State and the municipalities of the country (“communes”) or by another Member State.

Article 47. Approval of the simplified prospectus

(1) No simplified prospectus shall be published until it has been approved by the relevant market operator.


(2) The market operator shall notify the issuer or the person asking for admission to trading on a regulated market, as the case may be, of its decision regarding the approval of the simplified prospectus within 10 working days of the submission of the draft simplified prospectus.

(3) If the market operator finds, on reasonable grounds, that the documents submitted to it are incomplete or that supplementary information is needed, the time limits referred to in paragraph 2 shall apply only from the date on which such information is provided by the issuer or the person asking for admission to trading on a regulated market.

(4) If the documents are incomplete the market operator shall notify the issuer or the person asking for admission to trading on a regulated market within 10 working days of the submission of the application.

(5) By approving a simplified prospectus, the market operator does not give any undertaking as to the economical and financial soundness of the transaction or as to the quality or solvency of the issuer.

(6) A failure to give a decision within the time limit laid down in paragraph 2 shall be equivalent to an implicit decision of refusal. This decision may be challenged in accordance with the remedies listed in Article 60.

Article 48. Drawing-up of the simplified prospectus

(1) Without prejudice to Article 50(1), the simplified prospectus shall contain all information which, according to the particular nature of the issuer and of the securities admitted to trading on a regulated market, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses, and prospects of the issuer and of any guarantor, and of the rights attaching to such securities. This information shall be presented in an easily analysable and comprehensible form.

(2) The simplified prospectus shall contain information concerning the issuer and the securities to be admitted to trading on a regulated market. The detail of the information to be provided shall be determined by the market operator in the rules governing its functioning.

“(3) The issuer or person asking for the admission to trading on a regulated market may draw up the simplified prospectus as a single document or separate documents. A simplified prospectus composed of separate documents shall divide the required information into a registration document and a securities note. The registration document shall contain the information relating to the issuer. The securities note shall contain the information concerning the securities to be admitted to trading on a regulated market.”60

(4) For non-equity securities issued under an offering programme, the simplified prospectus can, at the choice of the issuer or person asking for admission to trading on a regulated market, consist of a base prospectus containing all relevant information concerning the issuer and the securities to be admitted to trading on the regulated market in question. The information given in the base prospectus shall be supplemented, if necessary, in accordance with Article 55, with updated information on the issuer and on the securities to be admitted to trading on the regulated market in question.


“Where the final terms of the offer or admission are neither included in the base prospectus nor in a supplement, the final terms shall be made available to investors, filed with the market operator, as soon as practicable and, in advance of the beginning of the admission to trading. The final terms shall contain only information that relates to the securities note and shall not be used to supplement the base prospectus.”


Article 49. Responsibility attaching to the simplified prospectus

Responsibility for the information given in a simplified prospectus attaches to the issuer, the person asking for the admission to trading on a regulated market or the guarantor, as the case may be. The persons responsible shall be clearly identified in the simplified prospectus by their names and functions or, in the case of legal persons, their names and registered offices, as well as declarations by them that, to the best of their knowledge, the information contained in the simplified prospectus is in accordance with the facts and that the simplified prospectus makes no omission likely to affect its import.


(1) The relevant market operator may authorise the omission from the simplified prospectus of certain information provided for in this Chapter, if it considers that:


(b) disclosure of such information would be seriously detrimental to the issuer, provided that the omission would not be likely to mislead the public with regard to facts and circumstances essential for an informed assessment of the issuer or guarantor, if any, and of the rights attached to the securities to which the simplified prospectus relates; or

(c) such information is of minor importance only for a specific admission to trading on a regulated market and is not such as to influence the assessment of the financial position and prospects of the issuer or guarantor, if any.

(2) Without prejudice to the adequate information of investors, where, exceptionally, certain information required by law to be included in a simplified prospectus, is inappropriate to the issuer’s sphere of activity or to the legal form of the issuer or to the securities to which the simplified prospectus relates, the simplified prospectus shall contain information equivalent to the required information. If there is no such information, this requirement shall not apply.


“(3) Where securities are guaranteed by a Member State, an issuer or a person asking for admission to trading on a regulated market, when drawing up a simplified prospectus in accordance with this Chapter, shall be entitled to omit information about such guarantor.”

Article 51. Validity of a simplified prospectus, base prospectus and registration document

“(1) A simplified prospectus shall be valid for 12 months after its approval for admissions to trading on a regulated market, provided that the simplified prospectus is completed by any supplements required pursuant to Article 55.”61

(2) In the case of an offering programme, the base prospectus, previously filed, shall be valid for a period of up to 12 months, save where the relevant market operator decides otherwise.

“(3) A registration document, as referred to in Article 48(3), previously filed, shall be valid for a period of up to 12 months. The registration document, updated in accordance with Article 53(2) or Article 55, accompanied by the securities note shall be considered to constitute a valid simplified prospectus.”62

(4) A simplified prospectus, a base prospectus or a registration document, updated in accordance with the provisions of Articles 53 and 55 respectively, approved before the expiry of their period of validity, may validly be used for an admission to trading on a regulated market beyond the 12-months limit subject to the agreement of the CSSF.



(1) Information may be incorporated in the simplified prospectus by reference to one or more previously, simultaneously or subsequently published documents. These documents shall be filed with the relevant market operator. The information set out in these documents shall be the latest available to the issuer.


Article 53. Simplified prospectuses consisting of separate documents

(1) An issuer which already has a registration document approved by the market operator shall be required to draw up only the securities note when securities are admitted to trading on a regulated market.

“(2) The securities note shall provide information that should normally be provided in the registration document, where there has been a material change or recent development which could affect investors’ assessments since the latest updated registration document, unless such information is provided in a supplement in accordance with Article 55. The securities note shall be subject to a separate approval by the relevant market operator.”63

(3) Where an issuer has only filed a registration document without approval, the entire documentation, including updated information, shall be subject to approval by the relevant market operator.

Article 54. Publication of the simplified prospectus

(1) Once approved, the simplified prospectus shall be filed with the relevant market operator and shall be made available to the public by the issuer or person asking for admission to trading on a regulated market as soon as practicable and in any case, at the latest at the beginning of the admission to trading of the securities on the regulated market in question.

(2) The simplified prospectus shall be deemed available to the public when published either:

(a) by insertion in one or more newspapers circulated throughout, or widely circulated in Luxembourg; or

(b) in a printed form to be made available, free of charge, to the public at the registered office of the issuer; or

(c) in an electronic form on the issuer’s website; or

(d) in an electronic form on the website of the relevant market operator.

“(3) Issuers or the persons who are required to draw up the simplified prospectus which publish only their simplified prospectus in accordance with paragraph 2(a) or (b) shall also publish their simplified prospectus in an electronic form in accordance with the arrangements established in paragraph 2(c).”64

(4) The relevant market operator shall publish on its website over a period of 12 months, the simplified prospectuses approved in accordance with Article 47.

(5) In the case of a simplified prospectus comprising several documents and/or incorporating information by reference, the documents and information making up the simplified prospectus may be published and circulated separately provided that the said documents are made available, free of charge, to the public, in accordance with the arrangements established in paragraph 2. Each document shall indicate where the other constituent documents of the simplified prospectus may be obtained.


(6) The text and the format of the simplified prospectus, and/or the supplements to the simplified prospectus, published or made available to the public, shall at all times be identical to the original version approved by the relevant market operator.

Article 55. Supplement to the simplified prospectus

Every significant new factor, material mistake or inaccuracy relating to the information included in the simplified prospectus which is capable of affecting the assessment of the securities and which arises or is noted between the time when the simplified prospectus is approved and the commencement of trading on the regulated market concerned in question begins shall be mentioned in a supplement to the simplified prospectus. Such a supplement shall be approved in the same way in a maximum of seven working days and published in accordance with at least the same arrangements as were applied when the original simplified prospectus was published.


(1) Any type of advertisements relating to an admission of securities to trading on a regulated market shall observe the principles contained in paragraphs 2 to 4. Paragraphs 2, 3 and 4 shall apply only to cases where the issuer or the person applying for admission is covered by the obligation to draw up a simplified prospectus.

(2) Advertisements shall state that a simplified prospectus has been or will be published and indicate where investors are or will be able to obtain it. The mention of the decision of approval of a simplified prospectus by the relevant market operator shall not constitute an appreciation of the soundness of the transactions proposed to investors.

(3) Advertisements shall be clearly recognisable as such. The information contained in an advertisement shall not be inaccurate or misleading. This information shall also be consistent with the information contained in the simplified prospectus, if already published, or with the information required to be in the simplified prospectus, if the simplified prospectus is published afterwards.

(4) In any case, all information concerning the admission to trading on a regulated market disclosed in an oral or written form, even if not for advertising purposes, shall always be consistent with that contained in the simplified prospectus.


The simplified prospectus shall be drawn up in a language accepted by the relevant market operator. A simplified prospectus drawn up in Luxembourgish, French, German or English is acceptable in any case.

Article 58. Issuers having their registered office in a country other than Luxembourg

The relevant market operator may approve a simplified prospectus for an admission to trading on a regulated or organised market drawn up in accordance with the foreign legislation, provided that a simplified prospectus has been drawn up in accordance with standards considered acceptable by the relevant market operator and that the simplified prospectus is drawn up in a language accepted by the relevant market operator.

Article 59. Powers

(1) The relevant market operator shall carry out the obligations provided for in this Chapter and shall ensure that the provisions adopted pursuant to this Chapter are applied.

(2) The relevant market operator shall have all the powers necessary for the performance of the functions set out in this Chapter. The relevant market operator shall be empowered to:

(a) require issuers or persons asking for admission to trading on a regulated market to include in the simplified prospectus supplementary information, if necessary for investor protection;

(b) require issuers or persons asking for admission to trading on a regulated market, and the persons that control them or are controlled by them, to provide information and documents;

(c) require managers of the issuer or persons asking for admission to trading on a regulated market, to provide information and documents;

(d) prohibit trading on the regulated market which it operates if it finds that the provisions of this Chapter have been infringed;

(e) make public the fact that the issuer or person asking for admission to trading on a regulated market is failing to comply with its obligations;

(f) suspend at any time trading on the regulated market which it operates, if it has reasonable grounds for believing that the provisions of this Chapter have been infringed.

Article 60. Cooperation, sanctions and right of appeal

(1) Only the CSSF shall be entitled to cooperate with the competent authorities of other Member States and those of third countries whenever necessary for the purpose of carrying out their duties and making use of their powers. In particular, they shall exchange information and cooperate when an issuer depends on more than one regulated market at least one of which is situated within the territory of Luxembourg. For the purposes of this Chapter, Article 44(2) and (3) shall apply.

(2) For the purposes of such cooperation and the communication of information, the CSSF is entitled to ask a market operator established in Luxembourg for all information regarding the missions related to the approval of a simplified prospectus or the powers defined in Article 59(2). The communication of information by a market operator to the CSSF shall not constitute a breach of professional secrecy nor of any restriction on disclosure of information imposed by contract or by any legislative, regulatory or administrative provision, and shall not involve the market operator having disclosed such information in any liability of any kind relating to such communication.

(3) For the purposes of this Chapter, Articles 25 and 27 shall apply. However, the CSSF alone is entitled to impose financial administrative sanctions of a pecuniary nature in connection with the powers laid down in Article 22. The CSSF can also make use of its injunctive power laid down in Article 22(3)(j) in connection with this Chapter. A market operator established in Luxembourg shall inform the CSSF without delay if it has reasons to suspect that an issuer or a person asking for admission of securities to trading on a regulated market has failed to fulfil its obligations under this Chapter. Such a communication by a market operator to the CSSF shall not constitute a breach of professional secrecy, nor of any restriction on disclosure of information imposed by contract or by any legislative, regulatory or administrative provision, and shall not involve the market operator having disclosed such information in liability of any kind relating to such communication.

(4) The decisions taken by a market operator may be referred to the courts of ordinary jurisdiction (jurisdictions de droit commun) in Luxembourg.

Part IV

Admission of securities to trading on a Luxembourg market not set out in the list of regulated markets published by the European Commission

Article 61. Scope and applicable provisions

“This Part shall apply to admissions of securities to trading on a market situated or operating within the territory of Luxembourg and that is not set out in the list of regulated markets published by the European Commission. The provisions that apply in relation to prospectuses for such admissions are set out in the rules governing the functioning of the market operator established in

Luxembourg, and these rules may not be more restrictive than those established within the framework of Parts II and III in similar circumstances. The market operator is the competent entity which approves prospectuses prior to admission of such securities to trading.”65

Part V

Transitional, amending, repealing and final provisions

Article 62. Transitional provisions

(1) Issuers which are incorporated in a third country and whose securities have already been admitted to trading on a regulated market situated or operating within the territory of Luxembourg may choose, under Part II, the CSSF as competent authority in accordance with Article 1(1)(h)(iii) and shall notify the CSSF of their decision that Luxembourg is their chosen home Member State by no later than 31 December 2005.

(2) By way of derogation from Article 5, offers to the public by credit institutions or other financial institutions, which are not covered by Article 4(2)(h) may continue to benefit from the provisions laid down in Annexe II, Part I point B of the Grand-ducal Regulation of 28 December 1990 on the conditions governing the drawing-up, scrutiny and the distribution of the prospectus to be published where securities are offered to the public or of listing particulars to be published for the admission of securities to official stock exchange listing, in the case of debt securities or other transferable securities equivalent to debt securities issued in a continuous or repeated manner within Luxembourg up to 31 December 2008.

(3) Until 30 June 2005, an issuer, an offeror or a person asking for admission of securities to trading on a regulated market situated or operating within the territory of Luxembourg may apply for approval of the prospectus to be published when securities are offered to the public and are subject to admission to trading on a regulated market or are subject only to a single admission of securities to trading on a regulated market, either to a market operator pursuant to the provisions of Grand-ducal regulation of 28 December 1990 on the conditions governing the drawing-up, scrutiny and the distribution of the prospectus to be published where securities are offered to the public or of listing particulars to be published for the admission of securities to official stock exchange listing, or to the CSSF pursuant to the provisions of Commission Regulation (EC) No 809/2004 of 29 April 2004 implementing the Prospectus Directive, regardless of the date of application of such regulation or, when securities are offered to the public and are subject to admission to trading on a regulated market, pursuant to the provisions of Commission Regulation (EC) No 809/2004 of 29 April 2004 implementing the Prospectus Directive, regardless of the date of application of such regulation.

(4) Until 30 June 2005, an issuer or an offeror may apply to the CSSF for approval of the prospectus to be published when securities are offered to the public, either pursuant to the provisions of Grand-ducal regulation of 28 December 1990 on the conditions governing the drawing-up, scrutiny and the distribution of the prospectus to be published where securities are offered to the public or of listing particulars to be published for the admission of securities to official stock exchange listing, or pursuant to the provisions of Commission Regulation (EC) No 809/2004 of 29 April 2004 implementing the Prospectus Directive, regardless of the date of application of such regulation.

Article 63. Amending provisions

(1) Article 24(1) of the law of 23 December 1998 establishing a financial sector supervisory commission (Commission de surveillance du secteur financier), as amended, shall be amended by the addition of a new sub-paragraph which shall read as follows:


“The CSSF shall be authorised to collect the sums required to meet its operating costs through fees payable by the persons who apply for admission to trading on a regulated market and offerors or issuers requesting approval for a prospectus.”

(2) Article 70 of the law of 30 March 1988 relating to undertakings for collective investment, as amended, shall be amended by the addition to the first sentence of the words “other than of the closed-end type” after the words “undertakings for collective investment”.

(3) Article 85 of the law of 30 March 1988 relating to undertakings for collective investment, as amended, shall be amended by the addition of a new paragraph 3 which shall read as follows:

“(3) The obligation to publish a prospectus within the meaning of this Law shall not apply to undertakings for collective investment of the closed-end type.”

(4) Article 76 of the law of 20 December 2002 relating to undertakings for collective investment, shall be amended by the addition to the first sentence of the words “other than the closed-end type” following the word “UCIs”.

(5) Article 109 of the law of 20 December 2002 relating to undertakings for collective investment, shall be amended by the addition of a new paragraph 4 which shall read as follows:

“The obligation to publish a full prospectus within the meaning of this Law shall not apply to undertakings for collective investment of the closed-end type.”

(6) Article 1(1) of the law of 23 December 1998 relating to the supervision of markets of financial assets, as amended, shall be amended by the addition of a new second sentence which shall read as follows:

“A stock exchange shall be a market operator which has the capacity to manage and/or operate one or several markets of financial assets.”

(7) Article 1(3) of the law of 23 December 1998 relating to the supervision of markets of financial assets, as amended, shall be amended by the deletion of the words “stock exchanges” which shall be replaced by the words “regulated markets”.

(8) Article 2(3) of the law of 23 December 1998 relating to the supervision of markets of financial assets, as amended, shall be amended by the deletion of the words “to the organised market” which shall be replaced by the words “to an organised market or organised markets”.

(9) The heading of Article 3 of the law of 23 December 1998 relating to the supervision of markets of financial assets, as amended, shall be amended by the deletion of the words “visa of prospectuses” which shall be replaced by the words “admission of securities to official stock exchange listing”.

(10) Article 3(3) of the law of 23 December 1998 relating to the supervision of markets of financial assets, as amended, shall be amended by the deletion of the words “an offer to the public or”.

(11) Article 5(1) of the law of 23 December 1998 relating to the supervision of markets of financial assets, as amended, shall be amended by the deletion of the words “a registered stock exchange” which shall be replaced by the words “a registered market”.

(12) Article 5(5) of the law of 23 December 1998 relating to the supervision of markets of financial assets, as amended, shall be amended by the deletion of the words “a stock exchange situated” which shall be replaced by the words “a regulated market situated”.

(13) Article 8(2) of the law of 23 December 1998 relating to the supervision of markets of financial assets, as amended, shall be amended by the deletion of the words “rules which shall be determined by Grand-ducal regulation”.

(14) Article 11 of the law of 23 December 1998 relating to the supervision of markets of financial assets, as amended, shall be amended by the deletion of the words “or who commits or attempts to commit a breach of Article 3(5),”.

(15) Article 163(2) of the law of 10 August 1915 on commercial companies, as amended, shall be amended by deletion of the references to Articles 33, 34, 80, 81 and 161. The first sentence of Article 175 of the same Law shall be amended by the deletion of the references to Articles 33 to 36 and 80 to 83.

Article 64. Repealing provisions

(1) Article 3(1), (2) and (5) of the law of 23 December 1998 relating to the supervision of markets of financial assets, as amended, shall be repealed without prejudice to Article 62(3) of this Law.

(2) Articles 33, 34, 35, 36, 80, 81, 82, 83, 84, sub-paragraphs 5 and 6 and Article 161 as well as Articles 29(3), (5) and (6), 163(1) and 166(3) of the law of 10 August 1915 on commercial companies, as amended, shall be repealed.

(3) Article 73 of the law of 30 March 1988 relating to undertakings for collective investment, as amended, is repealed and replaced by the following provisions:

“Luxembourg UCIs other than the closed-end type, UCITS governed by harmonised Community law and foreign UCIs in case of a public offer in Luxembourg shall be exempt from publishing a prospectus as provided for in Part III of the law on prospectuses for securities. The prospectus which such UCIs draw up in accordance with the regulatory requirements applicable to UCIs shall be valid for the purposes of an offer to the public of securities or the admission of securities to trading on a regulated market.”

(4) Article 95 of the law of 20 December 2002 relating to undertakings for collective investment, shall be repealed and replaced by the following provision:

“Luxembourg UCIs other than the closed-end type, UCITS governed by harmonised Community law and foreign UCIs in case of a public offer in Luxembourg shall be exempt from publishing a prospectus as provided for in Part III of the law on prospectuses for securities. The prospectus which such UCIs draw up in accordance with the regulatory requirements applicable to UCIs shall be valid for the purposes of an offer to the public of securities or the admission of securities to trading on a regulated market.”

(5) Article 13(3) of the law of 15 June 2004 relating to the investment company in risk capital (société d’investissement en capital à risque) shall be repealed.

Article 65. Final provision

This law may be referred to in abbreviated form using the designation “Law on prospectuses for securities”.

INDICATIVE ANNEX I APPLICABLE TO PART II

PROSPECTUS

I. Summary

The summary shall provide in a few pages the most important information included in the prospectus, covering at least the following items:

A. identity of directors, senior management, advisers and auditors

B. offer statistics and expected timetable

C. “essential information”66 concerning selected financial data; capitalisation and indebtedness; reasons for the offer and use of proceeds; risk factors

D. information concerning the issuer

- history and development of the issuer

- business overview

E. operating and financial review and prospects

- research and development, patents and licences, etc.

- trends

F. directors, senior management and employees

G. major shareholders and related-party transactions

H. financial information

- consolidated statement and other financial information

- significant changes

I. details of the offer and admission to trading

- offer and admission to trading

- plan for distribution

- markets

- selling shareholders

- dilution (for equity securities only)

- expenses of the issue

J. additional information

- share capital

- memorandum and articles of incorporation

- documents on display.

66 Law of 3 July 2012, the term ‘key information’ is replaced by ‘essential information’

II. Identity of directors, senior management, advisers and auditors

The purpose is to identify the company representatives and other individuals involved in the offer to the public or admission to trading; these are the persons responsible for drawing up the prospectus in accordance with Article 5 of the Directive and those responsible for auditing the financial statements.

III. Offer statistics and expected timetable

The purpose is to provide essential information regarding the conduct of any offer and the identification of important dates relating to that offer.

A. Offer statistics

B. Method and expected timetable

IV. Essential information

The purpose is to summarise essential information about the company’s financial condition, capitalisation and risk factors. If the financial statements included in the document are restated to reflect material changes in the company’s group structure or accounting policies, the selected financial data must also be restated.

A. Selected financial data

B. Capitalisation and indebtedness

C. Reasons for the offer and use of proceeds

D. Risk factors

V. Information on the company

The purpose is to provide information about the company’s business operations, the products it makes or the services it provides and the factors which affect the business. It is also intended to provide information regarding the adequacy and suitability of the company’s properties, plants and equipment, as well as its plans for future capacity increases or decreases.

A. History and development of the company

B. Business overview

C. Organisational structure

D. Property, plants and equipment

VI. Operating and financial review and prospects

The purpose is to provide the management’s explanation of factors that have affected the company’s financial condition and results of operations for the historical periods covered by the financial statements, and management’s assessment of factors and trends which are expected to have a material effect on the company’s financial condition and results of operations in future periods.

A. Operating results

B. Liquidity and capital resources

C. Research and development, patents and licences, etc.

D. Trends

VII. Directors, senior management and employees

The purpose is to provide information concerning the company’s directors and managers that will allow investors to assess their experience, qualifications and levels of remuneration, as well as their relationship with the company.

A. Directors and senior management

B. Remuneration

C. Board practices

D. Employees

E. Share ownership

VIII. Major shareholders and related-party transactions

The purpose is to provide information regarding the major shareholders and others that may control or have an influence on the company. It also provides information regarding transactions the company has entered into with persons affiliated with the company and whether the terms of such transactions are fair to the company.

A. Major shareholders

B. Related-party transactions

C. Interests of experts and advisers

IX. Financial information

The purpose is to specify which financial statements must be included in the document, as well as the periods to be covered, the age of the financial statements and other information of a financial nature. The accounting and auditing principles that will be accepted for use in preparation and audit of the financial statements will be determined in accordance with international accounting and auditing standards.

A. Consolidated statements and other financial information

B. Significant changes

X. Details of the offer and admission to trading

The purpose is to provide information regarding the offer and the admission to trading of securities, the plan for distribution of the securities and related matters.

A. Offer and admission to trading

B. Plan for distribution

C. Markets

D. Selling securities holders

E. Dilution (for equity securities only)

F. Expenses of the issue

XI. Additional information

The purpose is to provide information, most of which is of a statutory nature, that is not covered elsewhere in the prospectus.

A. Share capital

B. Memorandum and articles of association

C. Material contracts

D. Exchange controls

E. Taxation

F. Dividends and paying agents

G. Statement by experts

H. Documents on display

I. Subsidiary information

INDICATIVE ANNEX II APPLICABLE TO PART II

REGISTRATION DOCUMENT

I. Identity of directors, senior management, advisers and auditors

The purpose is to identify the company representatives and other individuals involved in the offer to the public or admission to trading; these are the persons responsible for drawing up the prospectus in accordance with Article 5 of the Directive and those responsible for auditing the financial statements.

II. Essential information about the issuer


A. Selected financial data

B. Capitalisation and indebtedness

C. Risk factors

III. Information on the company

The purpose is to provide information about the company’s business operations, the products it makes or the services it provides and the factors which affect the business. It is also intended to provide information regarding the adequacy and suitability of the company’s properties, plants and equipment, as well as its plans for future capacity increases or decreases.

A. History and development of the company

B. Business overview

C. Organisational structure

D. Property, plants and equipment

IV. Operating and financial review and prospects

The purpose is to provide the management’s explanation of factors that have affected the company’s financial condition and results of operations for the historical periods covered by the financial statements, and management’s assessment of factors and trends which are expected to have a material effect on the company’s financial condition and results of operations in future periods.

A. Operating results

B. Liquidity and capital resources

C. Research and development, patents and licences, etc.

D. Trends

V. Directors, senior management and employees

The purpose is to provide information concerning the company’s directors and managers that will allow investors to assess their experience, qualifications and levels of remuneration, as well as their relationship with the company.

A. Directors and senior management

B. Remuneration

C. Board practices

D. Employees

E. Share ownership

VI. Major shareholders and related-party transactions

The purpose is to provide information regarding the major shareholders and others that may control or have an influence on the company. It also provides information regarding transactions the company has entered into with persons affiliated with the company and whether the terms of such transactions are fair to the company.

A. Major shareholders

B. Related-party transactions

C. Interests of experts and advisers

VII. Financial information

The purpose is to specify which financial statements must be included in the document, as well as the periods to be covered, the age of the financial statements and other information of a financial nature. The accounting and auditing principles that will be accepted for use in preparation and audit of the financial statements will be determined in accordance with international accounting and auditing standards.

A. Consolidated statements and other financial information

B. Significant changes

VIII. Additional information


A. Share capital

B. Memorandum and articles of association

C. Material contracts

D. Statement by experts

E. Documents on display

F. Subsidiary information

INDICATIVE ANNEX III APPLICABLE TO PART II

SECURITIES NOTE

I. Identity of directors, senior management, advisers and auditors

The purpose is to identify the company representatives and other individuals involved in the offer to the public or admission to trading; these are the persons responsible for drawing up the prospectus and those responsible for auditing the financial statements.

II. Offer statistics and expected timetable

The purpose is to provide essential information regarding the conduct of any offer and the identification of important dates relating to that offer.

A. Offer statistics

B. Method and expected timetable

III. Essential information about the issuer


A. Capitalisation and indebtedness

B. Reasons for the offer and use of proceeds

C. Risk factors

IV. Interests of experts

The purpose is to provide information regarding transactions the company has entered into with experts or advisers employed on a contingent basis.

V. Details of the offer and admission to trading

The purpose is to provide information regarding the offer and the admission to trading of securities, the plan for distribution of the securities and related matters.

A. Offer and admission to trading

B. Plan for distribution

C. Markets

D. Selling securities holders

E. Dilution (for equity securities only)

F. Expenses of the issue

VI. Additional information


A. Exchange controls

B. Taxation

C. Dividends and paying agents

D. Statement by experts

E. Documents on display

50

INDICATIVE ANNEX IV APPLICABLE TO PART II

SUMMARY NOTE

The summary note shall provide in a few pages the most important information included in the prospectus, covering at least the following items:

– identity of directors, senior management, advisers and auditors

– offer statistics and expected timetable

– essential information concerning selected financial data; capitalisation and indebtedness; reasons for the offer and use of proceeds; risk factors

– information concerning the issuer

– history and development of the issuer

– business overview

– operating and financial review and prospects

– research and development, patents and licences, etc.

– trends

– directors, senior management and employees

– major shareholders and related-party transactions

– financial information

– consolidated statement and other financial information

– significant changes

– details of the offer and admission to trading

– offer and admission to trading

– plan for distribution

– markets

– selling shareholders

– dilution (for equity securities only)

– expenses of the issue

– additional information

– share capital

– memorandum and articles of incorporation

– documents available for inspection

Law of 10 July 2005 - prospectuses - CSSFLaw on prospectuses for securities . Law of 10 July 2005 on...

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