Entry into force of amendments to capital markets transparency legislation

The Luxembourg law of 10 May 2016 (the “Amending Law”) implementing amendments to the Luxembourg transparency law for issuers of securities has entered into force on 15 May 2016.

The Amending Law implements Directive 2013/50/EU of the European Parliament and of the Council of 22 October 2013 (the “Amending Directive”) and Article 1 of Directive 2014/51/EU of the European Parliament and of the Council of 16 April 2014 and amends the Luxembourg law of 11 January 2008 on transparency requirements of issuers (the “Transparency Law”) and, on one point only, the Luxembourg law of 10 July 2005 on prospectuses for securities. The Grand Ducal Regulation dated 11 January 2008 on transparency requirements of issuers of securities is also amended by a new Grand Ducal Regulation dated 10 May 2016.

On 22 June 2016, the Commission de surveillance du secteur financier (“CSSF”) published Circular 16/637 amending CSSF Circular 08/337 on the entry into force of the law of 11 January 2008 and of the Grand-Ducal Regulation of 11 January 2008 on transparency requirements for issuers of securities offering general guidance on the amended Transparency Law, and Circular 16/638 amending CSSF Circular 08/349 relating to details regarding the information to be notified with respect to major holdings. 

On 27 June 2016 the CSSF also updated its Q&A on “The Transparency Law and the Grand-Ducal transparency regulation”. 

KEY CHANGES:

• For issuers for which Luxembourg is the home Member State: reduction of administrative burden by the removal of certain transparency requirements.
• For foreign issuers for which Luxembourg is the home Member State and who are active in extractive industries or the logging of primary forests: new requirement to publish a report on payments to governments.
• For investors: notification obligations are now imposed on investors taking exposure on shares via a much wider range of financial instruments, the definition of which is considerably widened, and introduction of aggregation rules.
• The CSSF receives significant new injunction and sanction powers.
• Changes are also introduced with respect to the disclosure of the home Member State. 

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For any questions, please contact:
Philippe Hoss, Partner