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EBA/ESMA Guidelines and Recommendations
The CSSF is the competent authority for the application of 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 (EU) 2017/1129″) and the Law of 16 July 2019 on prospectuses for securities (the ” Prospectus Law”) which implements certain provisions of Prospectus Regulation (EU) 2017/1129 and provides for other requirements covering the national prospectus regime.
Prospectuses prepared in accordance with Prospectus Regulation (EU) 2017/1129 may benefit from a single European passport, which means that a prospectus, once approved for the purpose of an offer to the public or an admission to trading on a regulated market, will be accepted throughout the European Economic Area.
Exemption under the Prospectus Law
Article 4 of the Prospectus Law implements the option foreseen by Article 3 (2) of Prospectus Regulation (EU) 2017/1129 by exempting offers to the public of securities whose total consideration in the European Union is less than € 8,000,000, this limit being calculated over a period of twelve months, from the obligation to publish a prospectus, such exemption being linked to a number of conditions. Thus, it is in particular required to publish an information note for offers to the public of securities whose total consideration in the European Union is greater than or equal to € 5,000,000, this limit being calculated over a period of twelve months.
Publication of prospectuses
Pursuant to Article 6 (2) and Article 34 (2) of the Prospectus Law, the CSSF has delegated the publication of prospectuses approved in accordance with Prospectus Regulation (EU) 2017/1129 or in accordance with the Prospectus Law and related documents to the Société de la Bourse de Luxembourg. Thus, such documents are published on the website https://www.luxse.com/.
It should be noted that the issuer, the offeror or the person applying for admission to trading on a regulated market remains bound by its publication requirements for the aforementioned documents, under Prospectus Regulation (EU) 2017/1129 and Chapter 1 of Part III of the Prospectus Law.
Publication of Universal Registration
Universal Registration documents filed with the CSSF pursuant to second subparagraph of article 9(2) of the Prospectus Regulation (EU) 2017/1129 are published here.
It should be noted that the issuer remains bound by its publication requirements for the aforementioned documents, under Prospectus Regulation (EU) 2017/1129.
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