Prospectuses | Draft Law

On June 29th 2018, the Chamber of Deputies of the Grand-Duchy of Luxembourg issued a draft law 7328 on prospectuses (the “Draft Law”) for the purposes of implementing 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 “New Prospectus Regulation”).

The majority of the provisions of the New Prospectus Regulation must be transposed into the national law of Member States no later than July 21st2019. The Draft Law, once implemented, will repeal the law of 10 July 2005 on prospectuses, as amended (the “Existing Law”).

In a similar way to the Existing Law, the Draft Law is divided into five parts. Part I comprises the purpose of the law, definitions and a provision regarding the rules applicable to securities issued in a currency other than Euro. Part II implements certain provisions of the New Prospectus Regulation by, inter alia, setting out the obligations to publish a prospectus and designating the CSSF as the competent authority for enforcement of the New Prospectus Regulation and setting out its powers of supervision and investigation. Part III of the Draft Law sets out the rules regarding drawing up, approval and distribution of prospectuses for offers of securities to the public and admission of securities to trading on a regulated market of securities not covered by Part II and the New Prospectus Regulation. Part IV sets out the legal framework for admissions of securities to trading on a Luxembourg market other than a regulated market included in the list of regulated markets published by the European Securities and Markets Authority. Part V includes the transitional, repealing and final provisions.

We refer you to our previous article on the New Prospectus Regulation in our October 2017 Newsletter and our previously published Newsflash.