CSSF FAQ on transparency requirements for issuers of securities – Capital Markets, Luxembourg

Evelyn MaherPartner, Bonn Steichen & Partners

On February 25th 2014, the Commission de Surveillance du Secteur Financier (the “CSSF”) published an update of its Frequently Asked Questions (the “FAQ”) in relation to the law of  January 11th 2008 on transparency requirements for issuers of securities, as amended (the “Transparency Law”).  New FAQ 48 clarifies in which cases an issuer that benefits from an exemption set out in Articles 7 or 30(6) of the Transparency Law (hereafter “Exempted Issuers”), have to publish periodic information.

FAQ 48 confirms that issuers not subject to, or only partially subject to the periodic information requirements set out in Articles 3, 4 and 5 of the Transparency Law are nonetheless still required to publish any information considered as “inside information” according to Article 6(1) of Directive 2003/6/EC on insider dealing and market manipulation (market abuse) (the “Market Abuse Directive”).

Of particular interest is that the CSSF clarifies that the following information must be disseminated, made available to an officially appointed mechanism (OAM) for the central storage of Regulated Information and filed with the CSSF:

  • a financial report made available to the public by an Exempted Issuer on its own initiative or in order to comply with another legal or regulatory requirement, is in principle inside information, given the nature of the information it contains;
  • documents made available in the context of a general meeting (e.g. the annual and consolidated accounts, the management report or the auditors’ report) that fulfil the criteria of inside information.

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