Information requirements for issuers of securities

The Law of 11 January 2008 on transparency requirements for issuers (the “Transparency Law”), supplemented by the Grand-ducal Regulation of 11 January 2008 on transparency requirements for issuers (the “Transparency Regulation”), applies to issuers for which Luxembourg is the home Member State in accordance with this law.

These issuers are required to provide ongoing and periodic information, defined as “regulated information”. Regulated information notably includes periodic financial reports, information to be provided in relation to major holdings and inside information.

As regards this regulated information, the Transparency Law imposes three disclosure requirements on issuers:

• effective dissemination of the regulated information;
• making this information available to an Officially Appointed Mechanism (OAM); and
• filing of the regulated information with the CSSF.

The following section will provide you with a summary of some of the requirements set out by the Transparency Law and the Transparency Regulation. For a more detailed documentation of all the requirements, we recommend you to directly refer to the applicable legislation, to the CSSF circulars or to our Transparency FAQ.

All supporting documentation can be found on this page under the section “Documentation” in the respective categories.

Should you require any additional information, we advise you to contact us directly at transparency@cssf.lu.

Pursuant to Article 1(1) point (10) of the Transparency Law, the notion “regulated information” means all information which the issuers are required to disclose under the Transparency Law and under Articles 17 and 19 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse, (“Market Abuse Regulation”).

As for regulated information, a distinction is made between periodic and ongoing information.

The periodic information requirements provided for in the Transparency Law apply to issuers whose securities are admitted to trading on a regulated market and for which Luxembourg is the home Member State.

Pursuant to the Transparency Law, these issuers are required to prepare:

• an annual financial report to be published at the latest four months after the end of each financial year (article 3) (*)
• a half-yearly financial report to be published at the latest three months after the end of the first six months of each financial year (article 4) (*)
• a report on payments to governments (article 5) (**)

As for the content of these reports, please refer to the Transparency Law or to Circular CSSF 08/337.

(*) Depending on the type of securities admitted to trading or depending on certain criteria as foreseen in article 7 of the Transparency Law, some issuers are exempt from the requirement to prepare annual and half-yearly financial reports pursuant to articles 3 and 4 of the Transparency Law.

 (**) Report on payments to governments: The obligation to prepare a report on payments to governments applies to issuers which are active in the extractive or logging of primary forest industries within the meaning of Article 41(1) and (2) of Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on the annual financial statement, consolidated financial statements and related reports of certain types of undertakings (the “Accounting Directive”).

Commission delegated regulation (EU) 2019/815 of 17 December 2018 supplementing Directive 2004/109/EC of the European Parliament and of the Council with regard to regulatory technical standards on the specification of a single electronic reporting format (the “RTS”) imposes on all issuers which have to publish annual financial reports under Article 4 of that directive (implemented by Article 3 of that same law, the Transparency Law), to prepare their annual financial reports in Extensible Hypertext Markup Language (XHTML) format for financial years beginning on or after 1 January 2020. Where annual financial reports include IFRS consolidated financial statements, issuers shall mark up those consolidated statement using XBRL markup language as defined in the RTS.

The European Securities and Markets Authority (ESMA) has published an “ESEF Reporting Manual” to provide guidance to issuers.

The following section provides summary information regarding the major holding requirements which are laid down in Articles 8 to 14 of Chapter III, Section 1 of the Transparency Law. For exhaustive and detailed information, please refer to Circular CSSF 08/349 .

The notification requirements apply to all natural or legal persons who acquire or dispose of shares, including depository receipts representing shares, that are admitted to trading on a regulated market where Luxembourg is the home Member State of the issuer of those shares and provided that voting rights are attached thereto.

A person who acquires or disposes of such shares shall simultaneously notify the issuer and the CSSF of the proportion of voting rights held as a result of the acquisition or disposal where that proportion reaches, exceeds or falls below the thresholds of 5 %, 10 %, 15 %, 20 %, 25 %, 33 1/3 %, 50 % and 66 2/3 % referred to in Article 8 of the Transparency Law.

The notification requirements also apply to a natural or legal person in the different cases specified in Article 9 of the Transparency Law and to a natural or legal person that holds, directly or indirectly, certain financial instruments (please refer to Articles 12 and 12a of the Transparency Law).

A notification requirement may also be triggered if the proportion of voting rights held reaches, exceeds or falls below one of the above mentioned thresholds as a result of events changing the breakdown of voting rights, and on the basis of the information disclosed by the issuer in accordance with Article 14 of the Transparency Law.

Under certain conditions, the Transparency Law provides for exemptions to the above-mentioned requirements (please refer to Articles 8, 10 and 11 of the Transparency Law).

The notification to the issuer and the filing with the CSSF shall be made promptly and not later than six trading days following a transaction or no later than four trading days following the disclosure of the information by the issuer of an event resulting in the change of the total number of voting rights.

For details regarding the content and form of the required notification, please refer to Circular CSSF 08/349 . The form to be used for the notification of major holdings can also be downloaded in the section “Documentation”.

The issuer shall publish all the information contained in the notification upon receipt but no later than three trading days thereafter in accordance with Article 11(6) of the Transparency Law.

In accordance with Article 13 of the Transparency Law, the issuer shall disclose the proportion of its own shares, where that proportion reaches, exceeds or falls below the thresholds of 5% or 10 % as soon as possible, but not later than four trading days following the acquisition or disposal of such shares.

In accordance with Article 14 of the Transparency Law, for the purpose of calculating the thresholds, the issuer shall disclose to the public the total number of voting rights, even if the exercise thereof is suspended, and capital at the latest at the end of each calendar month during which an increase or decrease of such total number has occurred. This disclosure shall take place at the latest on the last day of the month and shall be deemed fulfilled if the issuer has made it during the month.

The issuer of shares shall make public without delay any change in the rights attaching to the various classes of shares, including changes in the rights attaching to certain classes of derivative instruments, in accordance with Article 15(1) of the Transparency Law.

In accordance with Article 15(2) of the Transparency Law, the issuer of securities other than shares shall make public without delay any changes in the rights of holders of securities other than shares, including changes in the terms and conditions of these securities which could indirectly affect those rights, resulting in particular from a change in loan terms or in interest rates.

Article 16 of the Transparency Law applies to issuers whose shares are admitted to trading on a regulated market. The purpose of this article is to ensure equal treatment for all shareholders that are in the same position. This article provides mainly for obligations relating to general meetings and the exercise of voting rights. Article 17 concerns issuers whose debt securities are admitted to trading on a regulated market.

The information for investors under Articles 16 and 17 shall not be considered as constituting regulated information. Without prejudice to the obligation to make available the information in the home Member State, the obligations described as regards the disclosure, storage and filing of regulated information shall not apply to them.

The issuers whose home Member State is Luxembourg are required to disclose their home Member State to the CSSF and to the competent authorities of all the host Member States and, where applicable, of the Member State of the registered office. Likewise, the issuers whose registered office is in Luxembourg or whose securities are admitted to trading on a regulated market situated or operating on the Luxembourg territory, are required to disclose their home Member State to the CSSF, even if Luxembourg is not the home Member State. It is recommended that issuers concerned use the standard form for the notification of the home Member State, in order to disclose the choice of home Member State to the relevant authorities.

As the information on the home Member State is a regulated information, an issuer whose home Member State is Luxembourg is required to disclose its home Member State according to the provisions of the Transparency Law.

Luxembourg will be imposed as home Member State on any issuer, other than the issuers referred to in letter (a), first indent of Article 1(1)(9) of the Transparency Law, whose securities are admitted to trading on a regulated market situated or operating within the territory of Luxembourg, and which would omit to disclose its home Member State within three months as from the date the issuer’s securities are first admitted to trading on a regulated market. This imposed determination of the home Member State also applies if the securities of the issuer are admitted to trading on the regulated markets located or operating in several Member States and will remain applicable as long as the issuer concerned has not subsequently chosen a single home Member State and not disclosed this choice.

As regards dissemination of regulated information, the Law imposes three obligations, namely:

• effective dissemination;
• storage on the OAM; and
• the filing with the CSSF.

All obligations must be complied with simultaneously, in principle.

Issuers are required to disclose regulated information in a manner ensuring fast access to such information on a non-discriminatory basis. Thus, they shall use such media as may reasonably be relied upon for the effective dissemination of information to the public in all Member States.

The mere availability of regulated information (e.g. on the issuer’s website), which means that investors must actively seek it out, is not sufficient for the purposes of the Transparency Law. Accordingly, dissemination should involve the active distribution of information from the issuers to the media, with a view to reaching investors.

In accordance with question 10 of the FAQs on the Transparency Law and the Transparency Regulation, the CSSF publishes below the name of the companies that have contacted the CSSF and that have indicated dissemination channels which comply with the criteria set out in that FAQ and which fulfil article 13(2) of the Transparency Regulation.

• Actusnews
• Business Wire
• EQS Group AG
• Modular Finance AB
• Notified
• PR Newswire
• pressetext Nachrichtenagentur GmbH
• Société de la Bourse de Luxembourg, S.A.
• Tensid S.A.

Observations:

If the specialised company is a regulated market, the issuer issuing only securities admitted to trading on this market automatically fulfils its obligations relating to effective dissemination when it transmits its regulated information for dissemination to this company.

It is for each issuer to verify whether the specialised company contacted disseminates its regulated information to the regulated markets on which its securities are admitted to trading, or, as the case may be, it must make this transmission itself (cf. second condition of question 10 referred to above).

The issuer must ensure to comply with all obligations that may be applicable pursuant to other (foreign) legislations.

The list above is not exhaustive and does not preclude that other entities that are not registered on this list could also fulfil those criteria or that the issuer could meet them directly itself.

Article 20 of the Transparency Law introduces, among others, the obligation for the issuer (whose securities are admitted to trading on a regulated market and where Luxembourg is the home Member State) to make available its regulated information to an Officially Appointed Mechanism (“OAM”). The OAM operated by the Luxembourg Stock Exchange can be accessed via the website https://www.luxse.com/.

When storing regulated information on the OAM, the issuer shall ensure that:

• regulated information is stored on the OAM at the time of its dissemination and at the latest at the end of the day of the dissemination of the regulated information;
• when storing and using the features of the OAM website, the regulated information is correctly indexed in the OAM system.

Article 18(1) of the Transparency Law provides that the issuers whose securities are admitted to trading on a regulated market and where Luxembourg is the home Member State are required to file all regulated information with the CSSF at the time of their publication.

It should be noted that the Transparency Law does not include the possibility provided for by the Transparency Directive to exempt an issuer from publishing and filing with the CSSF the information disclosed in accordance with Article 17 of the Market Abuse Regulation or Article 11(6) of the Transparency Law.

Shareholders shall file information they are required to notify to the issuer in accordance with Articles 8, 9, 11, 12 and 12a with the CSSF as well.

As from 30 May 2022, entities and persons subject to the Transparency Law and Market Abuse Regulation will be required to fulfil their filing obligation through our new web portal called eRIIS (electronic Reporting of Information concerning Issuers of Securities).

Transition period: Although all Reporting Entities (e.g. persons subject to the filing of regulated information according to the Transparency Law) are encouraged to use eRIIS as soon as possible, be advised that between 4 March 2022 and 30 May 2022, both an eRIIS filing and a filing per email (to the address transparency@cssf.lu for regulated information and to managerstransactions@cssf.lu for notifications of transactions made by persons discharging managerial responsibilities pursuant to Article 19 of the Market Abuse Regulation) are possible. All filings submitted after 30 May 2022 will be required to be filed via eRIIS. Note however that annual financial reports relating to periods starting on 1 January 2021 or later have to be filed via eRIIS in any case. Where such a financial report is thus first filed via email (e.g. because access to eRIIS was not yet available at the moment of filing), an additional and subsequent filing of that report via eRIIS will be required.

An issuer may either file its regulated information itself or appoint a third party to execute the filing in its name and on its behalf. The issuer will nevertheless remain entirely and solely responsible under the obligations that the Transparency Law imposes on it.

For more detailed information on how to file regulated information with the CSSF, please refer to Circular CSSF 08/337 and to our dedicated eRIIS section.

The list of issuers for which Luxembourg is the home Member State pursuant to the Transparency Law includes both issuers for which Luxembourg is automatically the home Member State (as, for example, Luxembourg issuers of shares) and those which chose Luxembourg as their home Member State pursuant to Article 1(9)(b) of the Transparency Law.

As the CSSF is the competent authority for ensuring that the provisions of the Transparency Law are applied, the periodic and ongoing information published by these issuers will be subject to the control by the CSSF.

As there might be issuers that might fall within the scope of the Transparency Law and that have not yet chosen their home Member State, the fact that an issuer name is missing does not necessarily imply that Luxembourg will not be the home Member State for the purpose of the Transparency Law.

List as of 15 November 2024 of issuers (*), subject to the Transparency Law, which failed to publish

• their annual financial report, as required by Article 3 of said law; or
• their half-yearly financial report, as required by Article 4 of said law.

Registration on this list will be triggered as soon as a delay in the publication is noted, without prejudice to its reasons or origins. The delay is noted on the closest date possible to the first publication of the present list, or to its update respectively.

The CSSF reiterates that it may also take additional measures under Articles 22 and 25 of the Transparency Law where such measures are necessary in order to ensure compliance with the provisions of this law.

(*) The before-mentioned list includes:

• the cases where Luxembourg issuers failed to publish their annual financial report concerning periods ending 31.12.2010 or after this date;
• the cases where Luxembourg issuers failed to publish their half-yearly financial report concerning periods ending 30.06.2015 or after this date;
• the cases where non-Luxembourgish issuers failed to publish their annual financial report concerning periods ending 31.12.2016 or after this date;
• the cases where non-Luxembourgish issuers failed to publish their half-yearly financial report concerning periods ending 30.06.2017 or after this date.

The present list does not include the cases of failure of publication of annual financial reports and half-yearly financial reports of issuers on which the home Member State has been imposed. This list can be found under section below.

The present section contains the names of issuers which have failed to disclose their home Member State and on which a home Member State by default has been imposed by the CSSF in accordance with Article 1(1)(9) of the Transparency Law.

In 2024, the regulated market “Luxembourg Stock Exchange”, operated by the Bourse de Luxembourg, is open from Monday to Friday from 09.00 to 17.40 CET, except for the following holidays:

https://www.luxse.com/trading/opening-hours-and-closing-days