Directive 2013/50 of the European Parliament and of the Council of 22 October 2013 amending Directive 2004/109/EC of the European Parliament and of the Council on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market, Directive 2003/71/EC of the European Parliament and of the Council on the prospectus to be published when securities are offered to the public or admitted to trading and Commission Directive 2007/14/EC laying down detailed rules for the implementation of certain provisions of Directive 2004/109/EC (“Transparency Amendment Directive”) was due to be implemented by 26 November 2015. The legislative process for purposes of the implementation of said directive and the related amendment of the current legislation, the law of 11 January 2008 on transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market (“Transparency Law”), is pending although it is not yet known when this process will be completed.
On 27 November 2015, the Commission de Surveillance du Secteur Financier (“CSSF”) issued Press Release 15/49 to clarify its administrative practice pending the implementation of the Transparency Amendment Directive. The guidelines reflected in the above press release are relevant for issuers of securities for which Luxembourg is the home Member State.
Quarterly financial information
The CSSF has announced that it will not enforce the obligation set out under the Transparency Law according to which issuers of shares must make public quarterly financial information (i.e. a quarterly financial report or interim management statement) for a financial period ending on or after 30 September 2015.
New loan issues
The CSSF has further announced that the obligation for issuers to make public without delay new loan issues and any guarantee or security in respect thereof as currently set out in the Transparency Law will not be enforced in relation to loans issued after 26 November 2015.
Proposed amendments to articles of association
Finally, the CSSF has announced that it will not enforce the obligation requiring issuers to communicate to the CSSF any proposed amendments to their articles of association or instruments of incorporation ahead of the proposed amendment becoming effective as this obligation will become obsolete as a result of the implementation of the Transparency Amendment Directive.
Via Press Release 15/49, the CSSF has in substance confirmed the direct effect of the Transparency Amendment Directive for issuers of securities for which Luxembourg is the home Member State.
Moreover, the CSSF has invited issuers and other persons subject to potential notification obligations under the Transparency Amendment Directive, in particular as regards the determination of the home Member State and notifications of major holdings and most notably insofar as the extension of the scope of relevant financial instruments and the new aggregation rules are concerned, to make any such notifications as per the provisions of the Transparency Amendment Directive on a voluntary basis by using the relevant standard forms published by ESMA.
A copy of the CSSF Press Release 15/49 can be found on thewebsite of the CSSF
We will publish more detailed information on the new regime for issuers of securities once the Transparency Amendment Directive has been fully implemented into domestic law.
For further information, please contactFrançois Warken.