Submissions of documents under the EU Prospectus Regulation (2017/1129, as amended) and the Law of 16 July 2019 on prospectuses for securities must now be made through the e-Prospectus platform developed by the Luxembourg Financial Supervisory Authority (CSSF). The e-Prospectus platform went live on 1 March 2021.
Scope of e-Prospectus platform
The e-Prospectus platform covers:
- submissions and tracking of applications for the approval of prospectuses and supplements; and
- submissions of notification requests (known as 'passporting') in relation to prospectuses and supplements.
The CSSF no longer accepts submissions via email except for final terms, which must continue to be submitted via email using the form available on the CSSF website. Files that were submitted before 1 March 2021 will be automatically created on the e-Prospectus platform, so parties do not need to recreate these requests.
Any written communication with the CSSF must also be made via the e-Prospectus platform.
Who needs an e-Prospectus account?
Each person who intends to carry out the following activities must have their own e-Prospectus account and LuxTrust certificate:
- submit applications for prospectus approval;
- add documentation;
- see CSSF feedback; and
- track the progress of their files.
Issuers who submit their applications via a law firm can also create an e-Prospectus account if they have a LuxTrust certificate. This will enable them to access the relevant files submitted on their behalf.
How to use e-Prospectus platform
To create and access an e-Prospectus account, users require a LuxTrust certificate. Lux-Trust is a certification authority that offers various products (eg, tokens, smartcards and a mobile app) which enable the identification and authentication of users in connection with online applications. Both residents and non-residents can obtain a LuxTrust certificate – which is valid for three years – from LuxTrust1.
On 22 February 2021 the CSSF published the following user guides and FAQs in connection with the introduction of the e-Prospectus platform2:
- e-Prospectus FAQs;
- a user guide for the submission and follow-up of an approval request, which provides information on how to create, submit, review and approve a file and the information that issuers must submit together with the approval request;
- a user guide for the authentication to e-Prospectus and access to files, which provides information on how to create an account and access a file;
- a user guide for the submission and follow-up of an approval request, which provides information on how to submit a request and track its status; and
- a user guide for the submission of a notification request, which provides information on sending notifications to a host member state (passporting).
- The CSSF Circular 19/724 on technical specifications regarding the submission to the CSSF of documents under the EU Prospectus Regulation and the Law of 16 July 2019 has been amended through Circular 21/776 of 26 February 2021 to take into account the introduction of the e-Prospectus platform. The amended circular came into force on 1 March 2021.
(1) For further information please see the LuxTrust website.
(2) For further information please see the CSSF website.
This article was originally published in the Banking & Financial Services Newsletter of the International Law Office.