Circular CSSF 19/724 is a CSSF circular, published 19 July 2019. Subject: Technical specifications regarding the submission to the CSSF of documents under Regulation (EU) 2017/1129 and the Law of 16 July 2019 on prospectuses for securities and general overview of the regulatory framework on prospectuses.
\nLegal basis: Law of 16 July 2019 on prospectuses for securities.
\nMain topic: Prospectus. Keywords: Securities prospectus.
\nAmended by Circular CSSF 21/766, Circular CSSF 24/867.
\nON TECHNICAL SPECIFICATIONS REGARDING THE SUBMISSION OF DOCUMENTS TO THE CSSF UNDER REGULATION (EU) 2017/1129 AND THE LAW OF 16 JULY 2019 ON PROSPECTUSES FOR SECURITIES AND PRESENTATION OF THE REGULATORY FRAMEWORK GOVERNING PROSPECTUSES
\nCircular CSSF 19/724 as amended by Circulars CSSF 21/766 and CSSF 24/867 Re: Technical specifications regarding the submission of documents to the CSSF under Regulation (EU) 2017/1129 and the Law of 16 July 2019 on prospectuses for securities and presentation of the regulatory framework governing prospectuses
\nLuxembourg, le 19 July 2019
\nLadies and Gentlemen, Prospectus Regulation (EU) 2017/1129 1, which is directly applicable in all Member
\nTo all the persons and
\nStates, establishes the framework for the drawing up, approval and distribution of the
\nundertakings
\nprospectus to be published when securities are offered to the public or admitted to trading
\nsupervised
\nby the CSSF, as well as all the persons subject Regulation
\nto (EU)
\n2017/1129 and Chapter 1 of Part III of the Law of 16 July 2019 on prospectuses for securities
\non a regulated market situated or operating within a Member State. The Prospectus Law 2 implements certain provisions of Prospectus Regulation (EU) 2017/1129 and provides for other requirements covering the national prospectus regime. The first part of this circular presents the regulatory framework governing prospectuses and the CSSF’s competences and missions in this context. The second part of this circular details the technical procedures governing the submission of documents to the CSSF for the purpose of approval, notification or filing in the context of offers of securities to the public and admissions of securities to trading on a regulated market. The CSSF would like to stress that Delegated Regulation (EU) 2019/980 3 provides for additional provisions that supplement the ones covered by this circular. This circular repeals Circular CSSF 12/539, as amended by Circulars CSSF 15/632 and 16/635.
\n1 Regulation
\n(EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the
\nprospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC 2Law of 16 July 2019 on prospectuses for securities 3 Commission
\nDelegated Regulation (EU) 2019/980 of 14 March 2019 supplementing Regulation (EU)
\n2017/1129 of the European Parliament and of the Council as regards the format, content, scrutiny and approval of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Commission Regulation (EC) No 809/2004
\nPART I. Presentation of the regulatory prospectus framework I.1. The European context Prospectus Regulation (EU) 2017/1129, which is directly applicable in all Member States, lays down a regulatory framework for prospectuses at EU level in order to ensure the proper functioning of the internal market and improve the conditions of its functioning, in particular with regard to capital markets, and to guarantee a high level of investor protection. Prospectus Regulation (EU) 2017/1129 repeals and replaces Directive 2003/71/EC 4 given the market developments since the entry into force of that directive. The changes introduced by Prospectus Regulation (EU) 2017/1129 compared to Directive 2003/71/EC aim to simplify and improve the application of the prospectus regime and to enhance the international competitiveness of the EU. Prospectus Regulation (EU) 2017/1129 is supplemented by delegated acts that contain, among other things, the annexes applicable to the different issuances. The documents
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\nThe text above is the opening of the document; the PDF carries the whole.
\nDocument page, PDF. Source: Commission de Surveillance du Secteur Financier (CSSF), reproduced with the CSSF's consent. The French text prevails.
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