Transparency Law – End of exemption for half-yearly report
On May 22nd 2015, the Commission de Surveillance du Secteur Financier (“CSSF”) published Press Release 15/23 in relation to the law of 11 January 2008 on transparency requirements for issuers of securities (the “Transparency Law”).
Issuers who have benefited from the exemption set out under Article 30(6) of the Transparency Law will be required to publish half-yearly financial reports.
The CSSF informed issuers for which Luxembourg is the home Member State pursuant to the Transparency Law that the exemption set out under Article 30(6) of the Transparency Law ended on January 1st 2015. Consequently, issuers who have benefited from this exemption will be required to publish half-yearly financial reports in accordance with Article 4 of the Transparency Law as from financial years starting on or after January 1st 2015. Article 30(6) exempted certain issuers of debt securities (those issuing debt securities subscribed by a restricted circle of investors) from complying with the requirement to publish a half-yearly report provided such securities were already admitted to trading on a regulated market in the EU prior to January 1st 2005.
The CSSF reminded issuers that according to Article 4 of the Transparency Law, an issuer of shares or debt securities shall make public its half-yearly financial report covering the first six months of the financial year at the latest two months after the end of the relevant period. The half-yearly financial report shall comprise the condensed set of financial statements, an interim management report, statements made by the persons responsible within the issuer and, if the half-yearly financial report has been subject to an audit or an auditors’ review, the relevant report shall be reproduced in full. In case the half-yearly financial report has not been audited or reviewed by auditors, the issuer shall make a statement to that effect in its report.
The press release also reminds issuers that the CSSF has published a list, which includes the names of Luxembourg issuers, subject to the Transparency Law, which fail to publish their annual financial report or half-yearly financial report as required by Article 3 or Article 4 of the Transparency Law.