Circular CSSF 22/800 is a CSSF circular, published 4 March 2022. Subject: Update of Circular CSSF 08/349 relating to details regarding the information to be notified with respect to major holdings in accordance with the Law of 11 January 2008 on transparency requirements for issuers.
\nLegal basis: Law of 11 January 2008 on transparency requirements for issuers.
\nRelevant for: Investment firms, Specialised PFS, Support PFS.
\nMain topic: Information requirements for issuers of securities. Keywords: Issuer, Transparency.
\nCIRCULAR CSSF 22/800 Concerns : Update of Circular CSSF 08/349 relating to details regarding the information to be notified with respect to major holdings in accordance with the Law of 11 January 2008 on transparency requirements for issuers
\nLuxembourg, 4 March 2022
\nTo all the persons concerned
\nLadies and Gentlemen, 1.
\nThis circular amends Circular CSSF 08/349 by taking into account the
\nchanges that have taken place in connection with the introduction of the CSSF web application called eRIIS (electronic Reporting of Information concerning Issuers of Securities). This application was developed to enable entities subject to the Law of 11 January 2008 on transparency requirements for issuers as well as Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse to fulfil their filing obligations with the CSSF 2.
\ncircular. The annex in question includes the changes made by this circular to Circular CSSF 08/349 in tracked changes in order to make the reading and comprehension easier. For your convenience, a “clean” version has been appended as Annex 2.
\nYours faithfully,
\nFrançoise KAUTHEN
\nClaude MARX
\nAttachements :
\nIn case of discrepancies between the French and the English text, the French text shall prevail
\nCIRCULAR CSSF 08/349 RE : Details regarding the information to be notified with respect to major holdings in accordance with the Law of 11 January 2008 on transparency requirements for issuers, as amended Luxembourg, 4 March 2022
\nLadies and Gentlemen,
\nTo all the persons
\nWe are pleased to follow-up on Circular CSSF 08/337 on the Law and Grand-
\nconcerned
\nducal Regulation of 11 January 2008 on transparency requirements for issuers,
\nDeleted: of 6 February 2008
\nas amended (hereinafter referred to as the “Law” and the “Grand-ducal Regulation”,
\nrespectively)
\nand
\nCommission Delegated
\nRegulation (EU)
\n2015/761 of 17 December 2014. In accordance with the provisions of Article 11(1) of the Law, the CSSF defines the content and form of the notification required pursuant to Articles 8 and 9 of the Law. The purpose of this circular is to lay down the requirements in relation to such notification and the disclosure of the total number of voting rights and capital under Article 14 of the Law, as well as the form by a market maker seeking to benefit from the exemption provided for under Article 8(4) of the Law and in order to comply with the requirements laid down in Article 7 of the Grandducal Regulation. Moreover, it presents the different cases that may arise in the context of Article 9 of the Law 1 and provides details on certain specific financial instruments referred to in Article 12 of the Law. The requirements as regards information concerning major holdings apply to shareholders 2, including the holders of depositary receipts representing shares 3 (as for example GDRs, FDRs, etc.), and to issuers of shares 4, including to issuers of underlying shares of depositary receipts 5. Any reference to shares made in the explanations below shall be understood, within the limits laid down in Articles 8 to 14 of the Law, as including a reference to depositary receipts representing shares.
\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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