The rules and regulations of the Luxembourg Stock Exchange (LuxSE) govern the listing and admission of securities to trading on the LuxSE securities market, as well as the conditions for drawing up a prospectus. The rules are divided into four parts and appendices and are regularly updated in order to reflect new developments and adjust their content in accordance with new practices and requirements under the applicable national and European legislation.
LuxSe recently published new rules which entered into force on January 1 2016 and replace the previous set of rules (dated January 2015). In essence, amendments are limited to Part 1 (admission to trading on the securities market of the Luxembourg Stock Exchange and admission to its official list), Part 2 (prospectus) and certain appendices of the rules.
Documents which issuers are required to make available to investors must be accessible in electronic format. Therefore, the reference to Luxembourg as the place where documents must be made available has been removed in Part 1, Chapter 10, Points 1002 and 1003. Other references to Luxembourg have been deleted throughout Appendices IV and V. Part 1 of the rules has also been adjusted to accord with EU Directive 2013/50/EC amending the EU Transparency Directive (2003/71/EC). The obligation to inform the public of the issuance of new debt securities traded on a market other than that operated by LuxSE (as originally laid down in Part 1, Chapter 10, Point 1004(iii)) has been deleted.
In addition, references to obsolete regulations have been removed, implying that Appendix VI has been entirely substituted.
Some discrepancies related to the terms and terminology used in the rules have been corrected and others have been aligned with the terms used in the applicable laws and regulations (including EU Regulation 809/2004 implementing the Transparency Directive).
Further to these terminology considerations, the rules have been adjusted to mirror the level of requirement laid down in EU Regulation 809/2004 with respect to securities having a denomination equivalent to at least €100,000. Appendices II and III have been adjusted accordingly.
Other requirements in the rules have been relaxed in accordance with EU Regulation 809/2004. These include the list of information to be included in the prospectus of securities listed on the professional market (ie, the Euro MTF market) and the rules on annual accounts, pursuant to which the issuer no longer need attach both annual and consolidated accounts to the prospectus. Moreover, the information that an issuer must disclose on its subsidiaries now concerns only its main subsidiaries, not those in which it holds at least 10% of shares.
Appendix VII, which lists supranational institutions and organisations that are exempt from the obligation to publish a prospectus for the admission to trading on a market regulated by LuxSE, has been expanded to include the Banque Ouest Africaine de Développement as the 18th institution benefiting from the exemption regime.
For further information on this topic please contact Arnaud Joseph at NautaDutilh Avocats Luxembourg Sàrl by telephone (+352 26 12 29 1) or email ([email protected]). The NautaDutilh Avocats Luxembourg Sàrl website can be accessed at www.nautadutilh.com.
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