Following the implementation into Luxembourg law of Directive 2010/73/EC amending Directives 2003/71/EC on the prospectus to be published when securities are offered to the public or admitted to trading (the "Prospectus Directive") and 2004/109/EC on the harmonisation of the transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market (the "Transparency Directive") by a Law of 26 June 2012 (see our newsletter of July 2012), the CSSF has issued Circulars 12/539 and 12/542.
1. CSSF Circular 12/542
This circular amends the existing CSSF Circular 08/337 which had been issued in the context of the entry into force of the Law of 11 January 2008 implementing the Transparency Directive.
CSSF Circular 12/542 thus amends Circular 08/337 on the following items:
(i) the reference to the annual document referred to therein by reference to Article 14 of the Law of 10 July 2005 implementing the Prospectus Directive which has been abolished, is deleted;
(ii) the references to the thresholds applying to the "nominal amount exemptions" which have been increased from 50,000 euros to 100,000 euros are amended; and
(iii) a "grand-fathering" provision regarding securities issued before 31 December 2010 and in accordance with the previously applicable "nominal amount exemption" and having the denomination of 50,000 euros (instead of the new higher threshold of 100,000 euros) is inserted in Circular 08/337.
2. CSSF Circular 12/539
This circular abolishes and replaces CSSF Circular 05/226 on (i) the general presentation and (ii) the technical procedures regarding submission to the CSSF of documents for approval, notification, filing or communication regarding offers of securities to the public and admissions of securities to trading on a regulated market. The latter part set out in Part II of the circular is now described in more detail and describes the new procedures such as the preparation of an "Entry Form" document required in the context of each submission for approval of documents. Similarly new procedures are also put into place in the context of requests for passporting and filings.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
