Entry into force of the amended Transparency Law

The law of 10 May 2016, published in Mémorial A No 89 of 12 May 2016 (hereafter, the “Law of 10 May 2016”) amending the law of 11 January 2008 on transparency requirements for issuers (hereafter, the “Transparency Law”), and the grand-ducal regulation of 10 May 2016, published in Mémorial A No 89 of 12 May 2016 amending the grandducal regulation of 11 January 2008 on transparency requirements for issuers (hereafter, the “Transparency Regulation”), entered into force three days after their publication, i.e. on 15 May 2016.

The consolidated versions of the Transparency Law and the Transparency Regulation, as amended, will be available on the CSSF website shortly. The respective circulars and FAQs will also be updated and published on the CSSF website as soon as possible.

While awaiting publication of the above mentioned documents and without prejudice to its press release 15/49 of 27 November 2015, the CSSF would like to point out certain clarifications as to the amendments made to the Transparency Law and the Transparency Regulation.

The new provisions are applicable as from the entry into force of the law of 10 May 2016, with the exception of the requirement under Article 5 of the amended Transparency Law to publish a report on payments to governments which will apply as from the financial year starting 1 January 2016 or during the calendar year 2016.

In relation to the major holding requirements, the holders of shares, including depositary receipts, will forthwith have to carry out notifications in cases that were not covered before the amendments introduced by the Law of 10 May 2016. Thus, they will be required to notify their holdings of specific financial instruments as provided for by Article 12 of the Transparency Law, and to aggregate all of their voting rights (shares and financial instruments) as required by Article 12a of the Transparency Law. All persons who will be obliged to notify that one or more thresholds in relation to shares and specific financial instruments already held before 15 May 2006 has been exceeded following the amended major holding requirements, have to notify this excess by 31 May 2016 at the latest. In accordance with Article 11(6) of the Transparency Law, the issuer remains obliged to publish all the information contained in the notification upon receipt of the notification and no later than three trading days thereafter.

In this context, it should also be noted that a modified standard form for notification¹ will be introduced by the amended Circular CSSF 08/349 which will be published on the CSSF website as soon as possible.