In August 2016, the Luxembourg Stock Exchange (“LuxSE”) published frequently asked questions (the “FAQs”) in light of the entry into force of Regulation (EU) No 596/2014 of April 16th 2014 on market abuse (the “Market Abuse Regulation”) which is directly applicable in Luxembourg.
In general, the FAQs clarify that the market abuse rules applicable for issuers of securities listed on the regulated market of the LuxSE (the “LuxSE Regulated Market”) have been extended, pursuant to the Market Abuse Regulation, to issuers of securities listed on the Euro MTF.
The three primary obligations for issuers of securities listed on LuxSE markets, i.e.
- disclosure of inside information,
- maintenance and disclosure (to the CSSF upon request) of insider lists and
- reporting and public disclosure of managers’ transactions,
now all apply to the Euro MTF whereas previously only the obligation to disclose inside information was applicable.
As regards the requirement under the Market Abuse Regulation to disclose inside information, the LuxSE takes the view that there is no real impact for issuers listing on the Euro MTF as an equivalent requirement was previously applicable pursuant to Articles 1001 and 1004 of the rules and regulations of the LuxSE (“LuxSE R&R”) which articles have now been deleted from the LuxSE R&R. In addition, the information must be made available on the website of the issuer for a period of five years.
As regards the requirement to maintain and disclose insider lists, issuers listing securities on the Euro MTF must now provide, upon request of the CSSF, a current list of all persons who have access to inside information. A similar requirement already applied to issuers listing on the LuxSE Regulated Market. The original list and any subsequent updates must be retained by the issuer for at least 5 years.
As regards the requirement to report and publicly disclose managers’ transactions, issuers listing securities on the Euro MTF must now ensure that persons discharging managerial responsibilities (“PDMR”) and persons closely associated with them notify the issuer and the CSSF of every transaction executed on their own account relating to the issuer’s financial instruments. A similar requirement already applied to issuers listing on the LuxSE Regulated Market. The public disclosure must be made no later than 3 business days after the transaction has been executed and the issuer shall use a reliable media to disseminate managers’ transactions to the public and where applicable, shall use the officially appointed mechanism.
Overall the LuxSE is of the view that the changes to issuers’ obligations pursuant to the Market Abuse Regulation will not have a major impact on those issuers who already had securities listed on the LuxSE Regulated Market (as similar obligations already applied to such issuers). The biggest impact of the Market Abuse Regulation will be on issuers of equity securities listed on the Euro MTF who have no securities listed on the LuxSE Regulated Market with only a minor impact on issuers of debt securities issued on the Euro MTF (as such securities are less actively traded than equity).