The Transparency Law*, which is the implementing act for disclosure and dissemination of regulated information by issuers whose securities are admitted to trading on a regulated market and whose home Member State within the meaning of the Transparency Directive** is Luxembourg, has been amended by the Luxembourg Parliament on 21 April 2016 (the “Transparency Amending Law”). The Transparency Amending Law implements, among others, Directive 2013/50/EU of the European Parliament and of the Council of 22 October 2013 (the “Transparency Amendment Directive”)***. The Transparency Amending Law is yet to be published in the Luxembourg official gazette before it will come into force.

The Transparency Law is not only relevant for issuers of listed securities but, depending on their type of investment, certain provisions of the Transparency Law are also relevant for investors in such issuers.

The main purpose of the Transparency Amendment Directive was to improve the prior regime that had been created by the Transparency Directive, in particular to make regulated markets more attractive to small and medium-sized issuers and to increase the transparency of the ownership as well as the prices of listed shares.

The key changes, including most notably the abolition of the obligation to publish quarterly financial information, the extension of the deadline for the publication of half-yearly financial reports, as well as the widened scope of major holding notifications with respect to so-called specific financial instruments including new aggregation rules,are summarised in the document below.

* Law of 11 January 2008 on transparency requirements for issuers of securities, as amended.

** Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC.

*** The Transparency Amendment Directive was due to be implemented by 26 November 2015.


François Warken

François Warken is a Partner in the Finance & Capital Markets practice of Arendt & Medernach. He specialises in securities laws as well as in capital markets and stock exchange regulation where he advises on all aspects of debt and equity capital markets transactions. He has extensive experience with initial public offerings, takeovers securities offerings, including offerings of structured and hybrid products, repackagings and liability management transactions such as buybacks or tender offers, exchange offers, consent solicitations and open market strategies. His practice further focuses on regulatory compliance and related corporate governance. François Warken is a member of the Financial...



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