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Listing of shares on the Luxembourg Stock Exchange
CAPITAL MARKETS
Our servicesOur Capital Markets team provides the full range of listing agency
services and can assist you with all the steps of the listing process,
from: (i) the drafting of the listing prospectus (in order to ensure
compliance with applicable rules and regulations); and (ii) the
preparation and review of the application file; to (iii) the coordination
of the prospectus approval/listing application request with the
relevant authorities, i.e. the Commission de Surveillance du
Secteur Financier (the Luxembourg Supervisory Commission of the
Financial Sector) and/or the Luxembourg Stock Exchange (including
assistance with any regulatory issues that may arise during the listing
process).
Our Capital Markets team also provides advice and assistance in
connection with all ongoing reporting and disclosure obligations
that may result from the listing of securities on one of the markets
operated by the Luxembourg Stock Exchange.
3Listing of shares on the Luxembourg Stock Exchange
The Luxembourg Stock Exchange
Over the years Luxembourg has become a renowned financial centre, with an innovative and favourable legal and tax
framework tailored in response to the ever growing interest in its securities markets. As a result of this favourable legal and
regulatory environment and its customer-oriented and flexible approach to the securities industry, the Luxembourg Stock
Exchange (the LuxSE) has become an attractive international marketplace.
The LuxSE, which was created in 1927, operates two markets: (i) a regulated market within the meaning of Directive
2004/39/EC on markets in financial instruments, as amended (MiFID) (the Regulated Market) and (ii) a multilateral trading
facility (the Euro MTF). The LuxSE has from its inception always offered an innovative marketplace for international issuers
and for a large range of securities. According to recent figures published by the LuxSE, the markets it operates combine
over 37,000 quotation lines of securities, of which more than 25,000 are debt securities, from over 2,700 issuers in more
than 100 countries.
In 2016, the LuxSE launched the Luxembourg Green Exchange, the first platform dedicated exclusively to green securities.
It now has over 100 listed green bonds in various currencies. All securities listed on the Luxembourg Green Exchange are
recognised globally as 100% green. Issuers of green securities listed on the Luxembourg Green Exchange need to comply
with certain listing and post-listing requirements, reflecting the industry’s best practices for green securities.
Reasons for listing shares on the Luxembourg Stock Exchange
There are many reasons for obtaining a listing which usually aim at:
- raising funds for business growth;
- increasing liquidity for an issuer’s securities;
- granting visibility and more security to investors; and/or
- providing investors with certain tax and/or regulatory advantages.
By offering an attractive environment for issuers, and by having the broadest range of securities listed in Europe, the LuxSE
has gained strong market recognition and its know-how enjoys a high reputation among international issuers. The launch
of the Luxembourg Green Exchange is also expected to attract issuers to list their green securities on the LuxSE.
The LuxSE offers professional customer-oriented services by providing a fast, flexible and secured listing process as well
as competitive fees. Furthermore, issuers and investors in Luxembourg benefit from strong and stable regulatory and tax
frameworks, in line with European Union directives and regulations.
4
Markets operated by the Luxembourg Stock Exchange
At present the LuxSE operates two markets: (i) the Regulated
Market, which qualifies as an European Union regulated market
within the meaning of MiFID; and (ii) the exchange regulated market
called Euro MTF, set up in 2005 as a multilateral trading facility within
the meaning of MiFID which, provides an alternative market to the
European Union regulated markets.
The Regulated Market falls within the scope of various European
Directives (in particular Directive 2003/71/EC, as amended (the
Prospectus Directive)1 and Directive 2004/109/EC, as amended
(the Transparency Directive))2 and it offers the possibility for
issuers to benefit from the European passport, which on the basis
of an already approved Prospectus Directive-compliant prospectus,
allows them to apply for the admission to listing and trading of these
securities on the regulated market of another Member State of the
European Union.
As opposed to the Regulated Market, issuers applying for a listing on
the Euro MTF may not benefit from the European passport. However,
as the Euro MTF lies outside the scope of the Prospectus Directive
and the Transparency Directive, issuers having securities admitted
to trading on the Euro MTF are bound by less costly and stringent
requirements. Additionally, securities listed on the Euro MTF are
eligible for Eurosystem collateral operations.
Both the Regulated Market and the Euro MTF fall within the scope
of Regulation 596/2014 on market abuse (the Market Abuse
Regulation) which entered into force on 3 July 2016.
1 Implemented in Luxembourg by the law dated 10 July 2005 on prospectuses for
securities, as amended (the Prospectus Law).
2 Implemented in Luxembourg by the law dated 11 January 2008 on transparency
requirements in relation to information about issuers whose securities are admitted
to trading on a regulated market, as amended (the Transparency Law).
5Listing of shares on the Luxembourg Stock Exchange
Listing requirements
The listing requirements are laid down in the Rules and Regulations of the Luxembourg Stock Exchange (the Rules).
The table below summarises the requirements for the listing of shares on any one of the markets operated by the LuxSE.
Regulated Market / Euro MTF
Competent authority to decide on the application for
listing and admission to trading
LuxSE
Number of shares All shares of the same class must be listed
Negotiability of the shares Freely transferable
Minimum distribution to the public (free float) 25% free float requirement (at the discretion of the LuxSE)
Minimum issue amount Foreseeable market capitalisation of at least
EUR 1,000,000
Operating history Three financial years (derogation available subject to certain
conditions)
Clearing and settlement Yes (via systems recognised by the LuxSE, i.e. Euroclear,
Clearstream, LuxCSD and BNY Mellon CSD)
Corporate governance Compliance with the corporate principles laid down by the
LuxSE for Luxembourg-domiciled companies
(not applicable in the case of securities listed on the Euro
MTF)
6
Application file
An application file must be submitted to the LuxSE, containing in particular a copy of the draft listing prospectus and the
relevant application forms, together with the supporting documents laid down in the Rules.
A request for the admission to trading of shares on one of the markets operated by the LuxSE is deemed to be
simultaneously an application for admission to the Official List of the LuxSE.
While an application for the listing of shares on the Regulated Market will require the prior approval by the Commission
de Surveillance du Secteur Financier, the Luxembourg supervisory commission of the financial sector (the CSSF), of
a prospectus drawn up in accordance with Regulation (EC) No. 809/2004, as amended (the Prospectus Regulation),
an application for a listing on the Euro MTF will require the prior approval by the LuxSE of a prospectus drawn up in
accordance with the Rules.
The table below provides a non-exhaustive summary of the information that a listing prospectus should contain.
Regulated Market Euro MTF
Competent authority for the approval of the
prospectus
CSSF LuxSE
Contents of the prospectus Prospectus drawn up
in accordance with the
Prospectus Regulation
Prospectus drawn up in
accordance with the Rules
Prospectus language English, German, French or
Luxembourgish
English, German, French or
Luxembourgish
Annual financial information 3 years (exemptions are
available)
3 years (exemptions are
available)
Semi-annual information Yes, if annual accounts are
older than 9 months or if
semi-annual accounts have
already been published by the
issuer
Yes, if annual accounts are
older than 9 months
Quarterly financial information Yes, if published by the issuer Not required
Financial information must be prepared in IFRS Yes (or equivalent for non
EEA issuers)
No, national GAAP are
accepted
Financial information must be audited Yes Yes
Passporting of the prospectus possible Yes No
7Listing of shares on the Luxembourg Stock Exchange
Listing fees
Fees levied by the CSSF and/or the LuxSE vary depending on whether the issuer has already published or registered his
annual accounts for the three preceding financial years, and whether or not it is a first listing.
The table below provides an example of applicable fees in the case of an issuer who has not yet published or registered his
annual accounts for the three preceding financial years and is applying for a first listing of his shares.3
Regulated Market Euro MTF
Visa fees for prospectus approval 0.05 per cent of the value in EUR of
the total amount of the offer made
to the public or the total amount
for which admission to trading is
requested. This percentage applies
on the higher of the two amounts
indicated above, with a minimum
lump sum fee of EUR 15,000
and a maximum lump sum fee of
EUR 100,000 (levied by the CSSF)
EUR 2,500 (levied by the LuxSE)
One-off listing fees due to the LuxSE EUR 5,000 EUR 5,000
Annual maintenance fees due to the
LuxSE (first quotation line)
EUR 5,000 EUR 5,000
Ongoing and periodic reporting and disclosure obligations
Once the listing is effective, issuers will be subject to ongoing and periodic disclosure and reporting obligations. These
obligations vary depending on which market the shares are listed and will generally be more stringent and costly in the
case of shares listed on the Regulated Market. Those obligations derive inter alia from the Transparency Law4 the Market
Abuse Regulation and the law dated 24 May 2011 on the exercise of certain rights of shareholders in listed companies and
the Rules in the case of shares listed on the Regulated Market. For shares listed on the Euro MTF, those obligations derive
essentially from the Rules and the Market Abuse Regulation.
The tables below provide a non-exhaustive summary of certain ongoing and periodic disclosure and reporting obligations
applicable to issuers with shares listed on one of the markets operated by the LuxSE.
3 All information regarding the relevant applicable fees may be found on the website of the LuxSE at the following address: https://www.bourse.lu/listing-
fees.
4 To the extent Luxembourg is the issuer’s Home Member State within the meaning of the Transparency Law.
8
Regulated Market
References Nature of the information Timing for reporting
and disclosure
Reporting obligations
Rules Information relating to securities and
corporate events
As soon as possible, but before
the events affecting the shares or
relating to corporate matters take
place
Rules Information concerning the shares
which must be disclosed by the
issuer
By the deadline for making public
and filing such information at the
latest
Rules All information deemed useful for the
protection of shareholders and for
the due and proper operation of the
market
As soon as possible
Transparency Law Reporting of major holdings
notifications received from investors
whose voting rights as a result of
an acquisition or disposal of shares,
reach, exceed or fall below the
following thresholds: 5%, 10%,
15%, 20%, 25%, 331/3%, 50% and
662/3% of voting rights5
Upon receipt of notification from
shareholder
Disclosure obligations
Transparency Law Publication of annual financial
reports (IFRS or equivalent)
Within four months after year-end
Transparency Law Publication of semi-annual reports
(IFRS or equivalent)
Within three months after half-year
end
Transparency Law Publication of major holdings
notifications received from investors
whose voting rights as a result of
an acquisition or disposal of shares,
reach, exceed or fall below the
following thresholds: 5%, 10%,
15%, 20%, 25%, 331/3%, 50% and
662/3% of voting rights6
As soon as possible, but no later
than three trading days following the
receipt of notification from investor
5 Further to the implementation of Directive 2013/50/EU amending the Transparency Directive into Luxembourg law, financial instruments with an
economic effect similar to holding shares and entitlements to acquire shares should also be included in accordance with the relevant aggregation rules.
6 Further to the implementation of Directive 2013/50/EU amending the Transparency Directive into Luxembourg law, financial instruments with an
economic effect similar to holding shares and entitlements to acquire shares should also be included in accordance with the relevant aggregation rules.
9Listing of shares on the Luxembourg Stock Exchange
Transparency Law Publication of holdings of own
shares when the holding reaches,
exceeds or falls below the
thresholds of 5% or 10%
As soon as possible, but not later
than four trading days following the
relevant acquisition or disposal
Transparency Law Publication of changes in the
issuer’s share capital
At the end of the calendar month
in which an increase or decrease of
the total number of voting rights and
capital has occurred
Transparency Law Publication of changes to the rights
attaching to the various classes of
shares
Without delay
Market Abuse Regulation Publication of inside information
(subject to certain conditions,
publication may be delayed)
As soon as possible
Market Abuse Regulation Managers’ transactions notifications Within three business days
10
Euro MTF
References Nature of the information Timing for reporting
and disclosure
Reporting obligations
Rules Information relating to securities and
corporate events
As soon as possible, but before
the events affecting the shares or
relating to corporate matters take
place
Rules Information concerning the shares
which must be disclosed by the
issuer
By the deadline for making public
and filing such information at the
latest
Rules All information deemed useful for the
protection of shareholders and for
the due and proper operation of the
market
As soon as possible
Disclosure obligations
Rules Publication of annual financial
reports but exemptions are available
(national GAAP, IFRS or equivalent)
As soon as possible
Rules Publication of half-yearly reports
(national GAAP, IFRS or equivalent)
Within four months after half-year
end
Rules Publication of all necessary
information for shareholders
Promptly
Rules Publication of changes to the rights
attaching to the various classes of
shares
Promptly
Rules Publication of major holdings
notifications received from investors
whose voting rights as a result of
an acquisition or disposal of shares,
reach, exceed or fall below the
following thresholds: 10%, 20%,
331/3%, 50% and 662/3% of voting
rights
Within nine days from the
notification date
Market Abuse Regulation Publication of inside information
(subject to certain conditions,
publication may be delayed)
As soon as possible
Market Abuse Regulation Managers’ transactions notifications Within three business days
11Listing of shares on the Luxembourg Stock Exchange
About Loyens & Loeff
Loyens & Loeff is a Luxembourg leading law firm providing
comprehensive and fully integrated legal and tax
advice on corporate and commercial law, banking and
finance, investment management, M&A, private equity,
real estate, tax law and litigation in the Netherlands,
Belgium, Luxembourg and Switzerland.
Our clients include private and public companies,
financial institutions, investment funds and family offices.
The firm has six offices in the Benelux countries and
Switzerland, and seven in important financial centres of
the world with around 900 legal and tax experts.
loyensloeff.com
Contact information
Cédric Raffoul
T +352 466 230 415
Loyens & Loeff Luxembourg S.à r.l.
Avocats à la Cour
18-20, rue Edward Steichen
L-2540 Luxembourg
T +352 466 230
F +352 466 234
Disclaimer
Although this publication has been compiled with great care, Loyens & Loeff Luxembourg S.à r.l. and all other entities,
partnerships, persons and practices trading under the name “Loyens & Loeff”, cannot accept any liability for the
consequences of making use of this issue without their cooperation. The information provided is intended as general
information and cannot be regarded as advice.
Arnaud Barchman Wuytiers van Vliet
T+352 466 230 311
Loyens & Loeff is an associate member of the International Capital Market Association (ICMA).
As a leading firm, Loyens & Loeff is the logical choice as a legal and tax partner if you
do business in or from the Netherlands, Belgium, Luxembourg or Switzerland, our home
markets. You can count on personal advice from any of our 900 advisers based in one of our
offices in the Benelux and Switzerland or in key financial centres around the world. Thanks
to our full-service practice, specific sector experience and thorough understanding of the
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