listing of bonds on the luxembourg stock...
TRANSCRIPT
2
Our services
Our Capital Markets team provides the full range of listing agency services and can assist you with all the
steps of the listing process, from: (i) the drafting of the listing prospectus (in order to ensure compliance
with applicable rules and regulations); and (ii) the preparation and review of the application file; to (iii)
the coordination of the prospectus approval/listing application request with the relevant authorities, i.e.
the Commission de Surveillance du Secteur Financier (the Luxembourg Supervisory Commission of the
Financial Sector) and/or the Luxembourg Stock Exchange (including assistance with any regulatory issues
that may arise during the listing process).
Our Capital Markets team also provides advice and assistance in connection with all ongoing reporting and
disclosure obligations that may result from the listing of securities on one of the markets operated by the
Luxembourg Stock Exchange.
Loyens & Loeff is an associate member of the International Capital Market Association (ICMA).
3
1. The Luxembourg Stock Exchange
Over the years Luxembourg has become a renowned financial centre, with an innovative and favourable legal and tax
framework tailored in response to the ever growing interest in its securities markets. As a result of this favourable legal
and regulatory environment and its customer-oriented and flexible approach to the securities industry, the Luxembourg
Stock Exchange (the LuxSE) has become an attractive international marketplace.
The LuxSE, which was created in 1927, operates two markets: (i) a regulated market within the meaning of Directive
2004/39/EC on markets in financial instruments, as amended (MiFID) (the Regulated Market) and (ii) a multilateral
trading facility (the Euro MTF). The LuxSE has from its inception always offered an innovative marketplace for
international issuers and for a large range of securities. According to recent figures published by the LuxSE, the markets
it operates combine over 40,000 quotation lines of securities, of which more than 26,000 are debt securities, from over
3,000 issuers in more than 100 countries.
2. Reasons for listing bonds on the Luxembourg Stock Exchange
There are many reasons for obtaining a listing which usually aim at:
• raising funds for business growth;
• increasing liquidity for an issuer’s securities;
• granting visibility and more security to investors; and/or
• providing investors with certain tax and/or regulatory advantages.
By offering an attractive environment for issuers, and by having the broadest range of securities listed in Europe, the
LuxSE has gained strong market recognition and its know-how enjoys a high reputation among international issuers.
The LuxSE offers professional customer-oriented services by providing a fast, flexible and secured listing process as
well as competitive fees. Furthermore, issuers and investors in Luxembourg benefit from strong and stable regulatory
and tax frameworks, in line with European Union directives and regulations.
4
3. Markets operated by the Luxembourg Stock Exchange
At present the LuxSE operates two markets: (i) the Regulated Market, which qualifies as an European Union regulated
market within the meaning of MiFID; and (ii) the exchange regulated market called Euro MTF, set up in 2005 as a multilateral
trading facility within the meaning of MiFID, which provides an alternative market to the European Union regulated markets.
The Regulated Market falls within the scope of various European Directives (in particular Directive 2003/71/EC, as
amended (the Prospectus Directive)1 and Directive 2004/109/EC, as amended (the Transparency Directive))2 and offers
the possibility for issuers to benefit from the European passport which, on the basis of an already approved Prospectus
Directive-compliant prospectus, allows them to apply for the admission to listing and trading of these securities on the
regulated market of another Member State of the European Union.
As opposed to the Regulated Market, issuers applying for a listing on the Euro MTF may not benefit from the European
passport. However, as the Euro MTF lies outside the scope of the Prospectus Directive and the Transparency Directive,
issuers having securities admitted to trading on the Euro MTF are bound by less costly and stringent requirements.
Additionally, securities listed on the Euro MTF are eligible for Eurosystem collateral operations.
1 Implemented in Luxembourg by the law dated 10 July 2005 on prospectuses for securities, as amended (the Prospectus Law).2 Implemented in Luxembourg by the law dated 11 January 2008 on transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market, as amended (the Transparency Law).
5
4. Listing requirements
The listing requirements are laid down in the Rules and Regulations of the Luxembourg Stock Exchange (the Rules).
The table below summarises the requirements for the listing of bonds on any one of the markets operated by the LuxSE.
Regulated Market / Euro MTF
Competent authority to decide on the application for listing and
admission to tradingLuxSE
Number of bonds All bonds of the same class must be listed
Negotiability of the bonds Freely transferable
Minimum distribution to the public (free float) Not applicable
Minimum issue amount EUR 200,000
Operating history No minimum operating history required
Convertible bonds, exchangeable bonds and bonds with warrants
attached
The underlying shares must have been admitted or be admitted at the same time to listing on the LuxSE, or on another market that operates in a legitimate,
recognised and open manner
Clearing and settlement Yes (via systems recognised by the LuxSE, i.e. Euroclear, Clearstream, LuxCSD and BNY Mellon CSD)
5. Application file
An application file must be submitted to the LuxSE, containing in particular a copy of the draft listing prospectus and the
relevant application forms, together with the supporting documents laid down in the Rules.
A request for the admission to trading of bonds on one of the markets operated by the LuxSE is deemed to be simultaneously
an application for admission to the Official List of the LuxSE.
While an application for the listing of bonds on the Regulated Market will require the prior approval by the Commission
de Surveillance du Secteur Financier, the Luxembourg supervisory commission of the financial sector (the CSSF), of a
prospectus drawn up in accordance with Regulation (EC) No. 809/2004, as amended (the Prospectus Regulation), an
application for a listing on the Euro MTF will require the prior approval by the LuxSE of a prospectus drawn up in accordance
with the Rules.
6
The table below provides a non-exhaustive summary of the information that a listing prospectus should contain.
Regulated Market Euro MTF
Competent authority for the approval of the prospectus CSSF LuxSE
Contents of the prospectus
Prospectus drawn up in accordance with the Prospectus Regulation
Information to be provided in the prospectus is less detailed if the bonds have a minimum denomination per unit
of at least EUR 100,000
Prospectus drawn up in accordance with the Rules
Information to be provided in the prospectus is less detailed if the bonds
qualify as Eurobonds or have a minimum denomination per unit of at least
EUR 100,000 (as defined by the Rules)
Prospectus language English, German, French or Luxembourgish
English, German, French or Luxembourgish
Annual financial information 2 years2 years
Summarized information if bonds qualify as Eurobonds (as defined by the Rules)
Half-yearly information
Yes, if annual accounts are older than 9 months or if half-yearly accounts
have already been published by the issuer (not required if the bonds have a minimum denomination per unit of at
least EUR 100,000)
Yes, if annual accounts are older than 9 months (not required if the bonds have a minimum denomination per unit of at
least EUR 100,000)
Quarterly financial information
Yes, if published by the issuer (not required if the bonds have a minimum
denomination per unit of at least EUR 100,000)
Not required
Financial information must be prepared in IFRS
Yes (or equivalent for non EEA issuers) No, national GAAP are accepted
Financial information must be audited Yes Yes
In case of bonds guaranteed by a guarantor, disclosure on the
guarantor as if he was the issuer of the bonds
Yes (limited derogations are available) Yes (derogation possible in certain circumstances)
If the bonds are convertible, exchangeable or with warrants
attached, provide information on the issuer of the underlying shares
as if he was the issuer of the bonds
Yes Yes
Passporting of the prospectus possible Yes No
7
6. Listing fees
Fees levied by the CSSF and/or the LuxSE vary depending on the type of listing which is applied for, the nature of the
issuer and whether it is a first listing or not. The table below provides an example of applicable fees in the case of an
ordinary issuer, i.e. not a supra-national issuer, applying for a first listing of bonds under a standalone issue.3
Regulated Market Euro MTF
Visa fees for prospectus approval EUR 5,000 (levied by the CSSF)
EUR 2,000 (levied by the LuxSE)
One-off listing fees due to the LuxSE EUR 600 EUR 600
Annual maintenance fees payable to the LuxSE
(increases depending on the issue amount)
Starting from EUR 440 (for an issue amount equal to or lower
than EUR 50,000,000)
Starting from EUR 440 (for an issue amount equal to or lower
than EUR 50,000,000)
3 All information regarding the relevant applicable fees may be found on the website of the LuxSE at the following address: https://www.bourse.lu/listing-fees.
8
7. Ongoing and periodic reporting and disclosure obligations
Once the listing is effective, issuers will be subject to ongoing and periodic disclosure and reporting obligations. These
obligations vary depending on which market the bonds are listed on and they will generally be more stringent and costly
in the case of bonds listed on the Regulated Market. Those obligations derive from the Transparency Law,4 the law dated
9 May 2006 on market abuse, as amended (the Market Abuse Law) and the Rules in the case of bonds listed on the
Regulated Market, or solely from the Rules in case of bonds listed on the Euro MTF.
The tables below provide a non-exhaustive summary of certain ongoing and periodic disclosure and reporting obligations
applicable to issuers with bonds listed on one of the markets operated by the LuxSE.
Regulated Market
References Nature of the information Timing for reporting and disclosure
Reporting obligations
Rules Information relating to securities and corporate events
As soon as possible, but before the events affecting the bonds or relating
to corporate matters take place
Rules Information concerning the bonds which must be disclosed by the issuer
By the deadline for making public and filing such information at the latest
RulesAll information deemed useful for the protection of bondholders and for the
due and proper operation of the marketAs soon as possible
Disclosure obligations
Transparency Law Publication of annual financial reports (IFRS or equivalent) Within four months after year-end
Transparency Law Publication of half-yearly reports(IFRS or equivalent) Within three months after half year-end
Transparency Law Publication of changes to the bondholders’ rights Without delay
Market Abuse LawPublication of inside information
(subject to certain conditions such, publication may be delayed)
Promptly
4 To the extent Luxembourg is the issuer’s Home Member State within the meaning of the Transparency Law.
9
Euro MTF
References Nature of the information Timing for reporting and disclosure
Reporting obligations
Rules Information relating to securities and corporate events
As soon as possible, but before the events affecting the bonds or relating
to corporate matters take place
Rules Information concerning the bonds which must be disclosed by the issuer
By the deadline for making public and filing such information at the latest
RulesAll information deemed useful for the protection of bondholders and for the
due and proper operation of the marketAs soon as possible
Disclosure obligations
RulesPublication of annual financial reports
but exemptions are available (national GAAP, IFRS or equivalent)
As soon as possible
Rules Publication of redemption or repayment notices Promptly
Rules Publication of changes to the bondholders’ rights Promptly
Rules Publication of price-sensitive information Promptly
Contacts
● Cédric Raffoul
T +352 466 230 415
● Arnaud Barchman
T +352 466 230 311
About Loyens & Loeff
Loyens & Loeff is a leading law firm providing
comprehensive and fully integrated legal and tax advice
on corporate and commercial law, banking and finance,
investment management, M&A, private equity, real
estate, tax law and litigation in the Netherlands, Belgium,
Luxembourg and Switzerland.
Our clients include private and public companies, financial
institutions, investment funds and family offices. The firm
has six offices in the Benelux countries and Switzerland,
and seven in important financial centres of the world with
around 820 legal and tax experts.
Loyens & Loeff Luxembourg S.à r.l.
Avocats à la Cour
18-20, rue Edward Steichen
L-2540 Luxembourg
T +352 466 230
F +352 466 234
www.loyensloeff.lu
Although this publication has been compiled with great care, Loyens & Loeff Luxembourg S.à r.l. and all other entities, partnerships, persons
and practices trading under the name “Loyens & Loeff”, cannot accept any liability for the consequences of making use of this issue without their
cooperation. The information provided is intended as general information and cannot be regarded as advice.
Last updated: June 2016