LexGo

Highlights of the new Luxembourg prospectus law
03/07/2019

Today (02.07), the Luxembourg parliament has adopted the final text of the bill of law (the “New Prospectus Law”) implementing into Luxembourg domestic law Regulation (EU) 2017/1129 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market (the “Prospectus Regulation”). The Prospectus Regulation provides for new prospectus options.

1. Entry into force and transitory regime

As of 21 July 2019 the New Prospectus Law will repeal and replace the Luxembourg law of 10 June 2005 on prospectuses for securities (the “2005 Law”).

However, prospectuses and/or simplified prospectuses approved in accordance with the 2005 Law prior to 21 July 2019 shall continue to be governed by the 2005 Law until the end of their validity, or until twelve months have elapsed after 21 July 2019, whichever occurs first.

 

2. Option to exempt offers of securities to the public from the obligation to publish a prospectus pursuant to the Prospectus Regulation (Part II of the New Prospectus Law) 

The Luxembourg legislator has opted to exempt offers of securities to the public with a total consideration of less than EUR 8,000,000 in the European Union over a period of 12 months from the obligation to publish a prospectus in accordance with the Prospectus Regulation. The amount of such total consideration set by the Luxembourg legislator corresponds to the maximum amount that was allowed to be exempted pursuant to the option provided for by the Prospectus Regulation.

However, if the total consideration of an offer amounts to at least EUR 5,000,000 an information note will have to be drawn up and made available to investors pursuant to the relevant provisions of Part II of the New Prospectus Law. The list of minimum information to be included in the information note is expressly set out in the New Prospectus Law.

Although issuers wishing to make use of this exemption shall notify the Luxembourg competent authority, the Commission de Surveillance du Secteur Financier (“CSSF”), prior to any such offer, no formal approval of the information note by the CSSF will be required.

This new exemption could prove helpful for start-ups and SMEs seeking to raise capital without the burden of having to publish a prospectus compliant with the Prospectus Regulation. 

3. Major changes to the existing domestic prospectus regime (Part III of the New Prospectus Law)

3.1. Obligation to publish an alleviated prospectus (prospectus allégé)

Offers of securities to the public falling outside of the scope of the Prospectus Regulation shall be made pursuant to the domestic prospectus regime as outlined in Part III of the New Prospectus Law. This domestic prospectus regime is in broad lines comparable to the simplified prospectus regime currently existing under the 2005 Law. 

To align the domestic prospectus regime with the newly introduced exemption under the Prospectus Regulation regime (as described under item ii. above), the Luxembourg legislator has decided to apply the same thresholds to the domestic regime, i.e.:

– offers of securities to the public with a total consideration of less than EUR 8,000,000 are exempted from the obligation to publish an alleviated prospectus;

– offers of securities to the public with a total consideration of at least EUR 5,000,000 (and less than EUR 8,000,000) are exempted from the obligation to publish an alleviated prospectus, but an information note shall be drawn up in accordance with the content requirements set out in Part III of the New Prospectus Law. Prior notification of the CSSF is required;

– offers of securities to the public with a total consideration of at least EUR 8,000,000 are not exempted from the obligation to publish an alleviated prospectus. An alleviated prospectus will have to be drawn up and approved by the CSSF pursuant to Part III of the New Prospectus Law.

3.2. Alleviated prospectus on a voluntary basis

Inspired by the voluntary prospectus regime introduced by the Prospectus Regulation, the New Prospectus Law will allow issuers (e.g. the Luxembourg State) otherwise exempted from the obligation to publish an alleviated prospectus to draw up and publish such prospectus on a voluntary basis in accordance with the provisions of the New Prospectus Law. The same voluntary regime will be applicable to those offers to the public that are otherwise exempted.

Related : Arendt ( Mr. François Warken ,  Mr. Laurent Schummer ,  Mr. Matthieu Taillandier )

[+ http://www.arendt.com]

Mr. François Warken Mr. François Warken
Partner
francois.warken@arendt.com
Mr. Laurent Schummer Mr. Laurent Schummer
Partner
laurent.schummer@arendt.com
Mr. Matthieu Taillandier Mr. Matthieu Taillandier
Partner
matthieu.taillandier@arendt.com

Click here to see the ad(s)
All articles Stock exchange law

Lastest articles Stock exchange law

New bill of law allowing for issuance of dematerialised securities issued on the blockchain with ...
11/08/2020

On 27 July, the Luxembourg parliament published a new bill of law n° 7637 (the “Bill of Law”) that will am...

New bill of law allowing for issuance of dematerialised securities issued on the blockchain with central account keepers Read more

Issuance of dematerialised securities using blockchain technology – New draft legislation publi...
31/07/2020

On 27 July 2020, the government has introduced a draft bill n°7637 in Parliament (the “Draft Bill”), ...

Read more

ESMA requires net short position holders to report positions of 0.1% and above
13/04/2020

The European Securities and Markets Authority ("ESMA") has considered that because of the exceptional circumstan...

Read more

From complexity to simplicity – the new rules and regulations of the LuxSE enter into force today
31/01/2020

The Luxembourg Stock Exchange’s new rules and regulations (the “R&Rs”) enter into force today, 31 Ja...

Read more

Lastest articles by Mr. François Warken

Shareholder rights: new developments
15/07/2019

Increased shareholder rights equal additional obligations for asset managers and intermediaries

Read more

Perfection of the New Market Abuse Regime in Luxembourg
14/12/2016

Today, the Luxembourg Parliament enacted the law (the “New Market Abuse Law”) implementing Directive 2014/57/E...

Read more

Legal Entity Identifiers (LEI) Code
07/10/2016

On 28 September 2016, the Luxembourg Stock Exchange as operator of the Luxembourg officially appointed mechanism (“O...

Read more

Amendment of the Luxembourg Transparency Law
25/04/2016

The Transparency Law*, which is the implementing act for disclosure and dissemination of regulated information by issuers ...

Read more

Lastest articles by Mr. Laurent Schummer

Issuance of dematerialised securities using blockchain technology – New draft legislation publi...
31/07/2020

On 27 July 2020, the government has introduced a draft bill n°7637 in Parliament (the “Draft Bill”), ...

Read more

Shareholder rights: new developments
15/07/2019

Increased shareholder rights equal additional obligations for asset managers and intermediaries

Read more

(Some) clarifications regarding the Register of BOs
25/02/2019

(Some) clarifications regarding the Register of BOs: publication of the Grand-Ducal Regulation of 15 February 2019 on the ...

Read more

The Luxembourg register of beneficial owners (“BOs”) for legal entities, here it comes!
21/12/2018

On 18 December 2018, the bill of law 7217 setting up a register of BOs of Luxembourg legal entities (the so-called “...

Read more

Lastest articles by Mr. Matthieu Taillandier

IBORs: EONIA to €STR transition started today
03/10/2019

The transition from the Euro OverNight Index Average ("EONIA") to a new interest rate based exclusively on actua...

Read more

Upcoming EU interbank offered rates (“IBORs”) transition
25/07/2019

The European Central Bank’s (“ECB”) working group on euro risk-free rates published earlier this week it...

Read more

PRIIPs KID: The final pieces of the puzzle
18/07/2017

The pieces of the puzzle are finally falling into place. The long- awaited level 3 and 4 measures have been published earl...

Read more

PRIIPs KID: the European Commission announces a 12 month-delay in implementation
10/11/2016

In the interests of ensuring a smooth implementation and to ensure legal certainty for the industry, the European Commissi...

Read more

LexGO Network