{"id":"circulars/faq-faq-published-by-the-cssf-the-transparency-law-and-the-grand-ducal-transparency-","title":"FAQ published by the CSSF: The Transparency Law and the Grand-ducal transparency Regulation","type":"circular","date":"2016-06-27","kind":"faq","html":"

FAQ published by the CSSF: The Transparency Law and the Grand-ducal transparency Regulation is a CSSF FAQ, published 27 June 2016.

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Legal basis: Loi du 3 juillet 2012, Law of 10 August 1915 on commercial companies, Loi du 19 mai 2006, Law of 16 July 2019 on prospectuses for securities, Law of 11 January 2008 on transparency requirements for issuers.

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Main topic: Information requirements for issuers of securities. Keywords: Issuer, Official Appointed Mechanism (OAM), Securities, Transparency.

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Text

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Frequently Asked Questions: THE LAW AND THE GRANDDUCAL REGULATION OF 11

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JANUARY 2008 ON TRANSPARENCY REQUIREMENTS FOR ISSUERS AS AMENDED (THE

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“TRANSPARENCY LAW” AND THE “GRAND-DUCAL

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TRANSPARENCY REGULATION”) (Version: 29 April 2020)

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FREQUENTLY ASKED QUESTIONS: THE LAW AND THE GRAND-DUCAL REGULATION OF 11 JANUARY 2008 ON TRANSPARENCY REQUIREMENTS FOR ISSUERS AS AMENDED (THE “TRANSPARENCY LAW” AND THE “GRANDDUCAL TRANSPARENCY REGULATION”)

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Frequently Asked Questions: The Law and the Grand-ducal Regulation of 11 January 2008 on transparency requirements for issuers as amended (the “Transparency Law” and the “Grand-Ducal Transparency Regulation”) TABLE OF CONTENTS Glossary 6 1. When do the new periodic information requirements apply to issuers newly subject to the Transparency Law? 9 2. Can an issuer voluntarily abide by all the requirements governing periodic financial reports (i.e. as regards the periodic financial reports’ content, the procedures and deadlines for publication, their availability at an OAM and filing with the CSSF), even if the periodic financial reports concerned refer to closed financial years or current financial years? 10 3. When do the ongoing information requirements apply to issuers newly subject to the Transparency Law? 10 4. Table summing up the different cases with respect to the choice of the home Member State 11 5. What is the definition of a closed-end UCI under the Transparency Law? 12 6. Does the obligation to make the financial reports available to the public for at least ten years also apply to the reports published before the entry into force of the Transparency Law? 13 7. Is the preparation of quarterly information mandatory? 13 8. Specifications regarding the notion of “total number of voting rights and capital” referred to in Article 14 of the Transparency Law and the moment at which the share issuer must publish this total 13 9. Which denominator shall be used by the shareholder to calculate the percentage of its voting rights? 14 10. What are the issuers’ obligations with respect to the dissemination of regulated information and what information must be provided to the CSSF to this end? 14 11. Details regarding the general language regime 17 12. Specifications regarding the temporal scope of the language regime 18 13. What are the obligations of the issuer whose securities have been admitted, without its consent, to trading on a regulated market situated or operating within a Member State? 19 14. Does an issuer whose securities are no longer admitted to trading on a regulated market situated or operating in a Member State continue to be subject to the obligations with respect to periodic information relating to the periods running at the time of the withdrawal or ending at a date close to the withdrawal of its securities? 19

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FREQUENTLY ASKED QUESTIONS: THE LAW AND THE GRAND-DUCAL REGULATION OF 11 JANUARY 2008 ON TRANSPARENCY REQUIREMENTS FOR ISSUERS AS AMENDED (THE “TRANSPARENCY LAW” AND THE “GRANDDUCAL TRANSPARENCY REGULATION”)

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Which exchange rate applies with respect to the thresholds allowing to determine the home Member State and to assess whether an issuer may benefit from the exemption under Article 7(1)(b) of the Transparency Law?

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The text above is the opening of the document; the PDF carries the whole.

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Document page, PDF. Source: Commission de Surveillance du Secteur Financier (CSSF), reproduced with the CSSF's consent. The French text prevails.

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