Circular CSSF 21/771 is a CSSF circular, published 20 April 2021. Subject: Application of the guidelines of the European Securities and Markets Authority on disclosure requirements under the Prospectus Regulation.
\nLegal basis: Law of 16 July 2019 on prospectuses for securities.
\nMain topic: Prospectus. Keywords: Securities prospectus.
\nCircular CSSF 21/771 RE: Application of the guidelines of the European Securities and Markets Authority on disclosure requirements under the Prospectus Regulation Luxembourg, 20 April 2021
\nLadies and Gentleman, To all persons or entities subject to the Prospectus Regulation
\nSubject: Application of the Guidelines of the European Securities and Markets Authority on disclosure requirements under Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the “Prospectus Regulation”) (ESMA32-382-1138). The purpose of this circular is to inform you that the CSSF, in its capacity as competent authority, applies the Guidelines of ESMA on disclosure requirements under the Prospectus Regulation (ESMA32-382-1138) (the “Guidelines”), published on 4 March 2021. Consequently, the CSSF has integrated the Guidelines into its administrative practices and regulatory approach with a view to promote supervisory convergence in this field at European level. All persons and/or entities falling under the scope of the Guidelines, shall duly comply with them.
\nThe Guidelines The Guidelines are issued by ESMA in accordance with Article 20(12) of the Prospectus Regulation and Article 16(1) of ESMA Regulation (EU) No 1095/2010 1. The Guidelines apply as from 5 May 2021 in the context of disclosure requirements under the Prospectus Regulation. The Guidelines provide guidance on the information to be supplied in the prospectus under certain items of the Annexes to Commission Delegated Regulation (EU) 2019/980 2 and promote consistency across the Union in the way such Annexes are applied. The Guidelines substantially update and replace the ESMA update of the CESR recommendations (ESMA/2013/319) 3. The Guidelines are attached to this circular and are available on ESMA’s website https://www.esma.europa.eu/.
\n1 Regulation (EU) No 1095/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Securities and Markets Authority), amending Decision No 716/2009/EC and repealing Commission Decision 2009/77/EC 2
\nCommission Delegated Regulation (EU) 2019/980 of 14 March 2019 supplementing Regulation (EU) 2017/1129 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.
\nESMA update of the CESR recommendations – The consistent implementation of Commission Regulation (EC) No 809/2004 implementing the Prospectus Directive, 20 March 2013
\nScope of application The present circular shall apply to market participants, including persons responsible for the prospectus under Article 5 (1) of the Prospectus Law 1 which implements the Prospectus Regulation.
\nDate of application This circular shall apply as from 5 May 2021.
\nFrançoise KAUTHEN
\nClaude MARX
\nLaw of 16 July 2019 on prospectuses for securities
\nGuidelines On disclosure requirements under the Prospectus Regulation
\n04/03/2021 | ESMA32-382-1138
\nESMA REGULAR USE
\nTable of Contents I.
\nSCOPE ........................................................................................................................................ 2
\nII.
\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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