Luxembourg Stock Exchange – Amended Rules and Regulations

On January 1st 2016, amendments to the rules and regulations of the Luxembourg Stock Exchange (the “Rules”) entered into force.

The amendments (which impact parts 1 and 2 and the appendices of the Rules) are the first of such amendments in a new process which has been undertaken by the Luxembourg Stock Exchange (“LxSE”) to update the Rules for the purposes of, inter aliamaking them compliant with the national and EU regulations (including the new Transparency Directive 2013/50/EU (the “Amending Transparency Directive”) and the Regulation (EC) 809/2004 (the “Transparency Regulation”)) and bringing them in line with new practices and requirements of the market and its operators.

Some of the more important amendments include the following:

1. References to repealed and obsolete laws and regulations have been removed. As a consequence, Appendix VI has been replaced in its entirety with a new schedule for investment funds,

2. Ambiguities and inconsistencies in the Rules have been rectified by updating the terminology in the Rules to reflect the wording of applicable laws and regulations (in particular the Transparency Regulation),

3. The Banque Ouest Africaine de Développement has been added in Appendix VII of the Rules, which lists the supranational institutions and organisations exempt from the obligation to publish a prospectus for the admission to trading on a market regulated by the LxSE,

4. Documents which under the Rules must be made available by issuers to investors need now only to be accessible in electronic format; the reference to “Luxembourg” as the place where such documents must be made available has been removed,

5. The requirement imposed on issuers trading on the Euro MTF to inform the public of new issues of debt securities traded on a market other than one operated by LxSE (including any related guarantee), is no longer applicable. The removal of this disclosure requirement is in line with a similar amendment to the disclosure requirements applicable to issuers of securities admitted to trading on a regulated market, pursuant the Amending Transparency Directive,

6. Special rules or exceptions have been introduced for securities with a denomination per unit of at least EUR 100,000 (in conformity with similar exceptions under the Transparency Regulation),

7. Certain disclosure obligations with respect to information which must be included in a Euro MTF listing prospectus have been reduced, to bring them closer in line with the disclosure obligations under the Transparency Regulation. The list of information (mostly set out in Appendices III and V of the Rules) to be included in (or attached to) a prospectus for the admission to trading of securities on the Euro MTF has been updated. Of particular note, an issuer is no longer required to attach both consolidated and non-consolidated annual accounts; if it prepares both, it is obliged to include only the consolidated annual accounts; Furthermore, the issuer no longer has to supply data on all companies in which it holds at least 10%, but instead only on its main subsidiaries.

The final text of the 2016 edition of the Rules is available here: Luxembourg Stock Exchange | Listing Requirements