Prospectuses

The CSSF is responsible for the application of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the "Prospectus Regulation (EU) 2017/1129") and the Law of 16 July 2019 on Prospectuses for Securities (the " Prospectus Law") which implements certain provisions of the Prospectus Regulation (EU) 2017/1129 and provides for requirements covering the national prospectus regime. Prospectuses prepared in accordance with the Prospectus Regulation (EU) 2017/1129 may have a single European passport, which means that a prospectus, once approved for the purpose of an offer to the public  or an admission to trading on a market regulated, will be accepted throughout the European Economic Area.

 
Exemption under the Prospectus Law
Article 4 of the Prospectus Law implements the option foreseen by Article 3 (2) of the Prospectus Regulation (EU) 2017/1129 by exempting offers to the public of securities whose total amount in the European Union is less than € 8,000,000, this limit being calculated over a period of twelve months, from the obligation to publish a prospectus, such exemption being linked to a number of conditions. Thus, it is in particular required to publish an information note for offers to the public of securities whose total amount in the European Union is greater than or equal to € 5,000,000, this limit being calculated over a period of twelve months.

 
Publication of prospectuses
Pursuant to Article 6 (2) and Article 34 (2) of the Prospectus Law, the CSSF has delegated the publication of the prospectuses approved in accordance with Regulation Prospectus (EU) 2017/1129 or in accordance with the Prospectus Law and related documents to the Société de la Bourse de Luxembourg. Thus, such documents are published on the website http://www.bourse.lu).

 
It should be noted that the issuer, the offeror or the person applying for admission to trading on a regulated market remains bound by the publication requirements for the aforementioned documents, which fall under the Prospectus Regulation (EU) 2017/1129 and Chapter 1 of Part III of the Prospectus Law.

News

18 July 2019: Application of the Prospectus Regulation and entry into force of the Prospectus Law (only in French)

17/26 - 13 July 2017: Publication of the new prospectus regulation (only in French)

Contact

Jerry OSWALD

jerry.oswald@cssf.lu

Tel.: (+352) 26 251 2468

 

Julien MAY

julien.may@cssf.lu

Tel.: (+352) 26 251 2500

 

Patrick FRICKE

patrick.fricke@cssf.lu

Tel.: (+352) 26 251 2508