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Capital Markets | Listing of Debt Securities on the Luxembourg Stock Exchange

LISTING OF DEBT SECURITIES

ON THE LUXEMBOURG STOCK

EXCHANGE

CAPITAL MARKETS

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TABLE OF CONTENTS

BACKGROUND .................................................................... 5

OVERVIEW OF THE REGULATED AND THE

UNREGULATED MARKET ................................................... 6

DRAWING UP, APPROVAL AND PUBLICATION OF THE

PROSPECTUS ..................................................................... 8

RECENT DEVELOPMENTS .............................................. 15

POST-ADMISSION OBLIGATIONS ................................... 19

HOW WILDGEN CAN ASSIST YOU ................................. 26

CONTACTS ........................................................................ 27

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BACKGROUND

For the past 80 years the Luxembourg Stock Exchange (in

short “LSE”) has established itself as one of the world’s

leading stock exchanges notably by its solid regulatory and

legal framework and not least owed to its high-quality,

efficient and safe listing process.

Although the Luxembourg Stock Exchange admits a large

range of securities to be traded on the Regulated or the

Unregulated Market (as further described hereafter),

investors have over the years selected Luxembourg as

leading listing center for the purpose of listing their debt

securities. As of December 2011 nearly 30,000 of a total of

44,500 of securities listed on the LSE were debt securities,

whereby these LSE-listed debt securities represent more

than 40 per cent of all international bonds listed on EU stock

exchanges at large.

Given the predilection for debt securities, we have chosen to

focus the present brochure on the particularities of the listing

of debt securities in Luxembourg.

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OVERVIEW OF THE REGULATED AND

THE UNREGULATED MARKET

The Société de la Bourse de Luxembourg, established in

1928 in the form of a commercial company, operates the

LSE.

The LSE has two market segments:

the Regulated Market according to the definition of

the Financial Markets Directive, and

a lighter-regulated multilateral trading facility, better

known under the abbreviation Euro MTF (the

“Unregulated Market” or the “Euro MTF”).

Both market segments offer the listing of a large range of

freely transferable, fungible and negotiable equity or debt

and securities:

shares or other securities equivalent to shares;

bonds or other debt securities including certificates

containing such securities;

warrants/certificates or shares or units in

undertakings for collective investments, money

market instruments and all other securities for which

the LSE may decide that they can be traded on.

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Although the trading system and the market rules for the Regulated Market and Euro MTF, as set out

by the LSE in its “Rules and Regulations”, are identical, there are however significant differences

between the two markets:

REGULATED MARKET LSE

Securities listed on the Regulated Market

benefit from a European passport whereby

issuers are able to access other European

markets without prior approval of the relevant

authorities of the targeted markets. The listing

on the Regulated Market is therefore

appropriate for issuers aiming at enlarging the

scope of their international investors.

The Regulated Market is in line with the

requirements set out by Prospectus Directive

2003/71/EC, which was transposed into

Luxembourg law by the law dated 10 July 2005

(Loi du 10 juillet 2005 relative aux prospectus

pour valeurs mobilières, hereinafter referred to

as the “Prospectus Law”).

Each issuer wishing to trade on the Regulated

Market has to publish a prospectus which

requires prior approval by the competent

Luxembourg financial authority, the

Commission de Surveillance du Secteur

Financier (“CSSF”).

Issuers organised as consolidated groups who

intend to list on the Regulated Market have to

prepare consolidated financial information in

compliance with the IFRS norms or equivalent

standards (such as the US GAAP).

EURO MTF

The exchange-regulated market segment Euro

MTF, introduced in July 2005, is not subject to

the Prospectus Directive and consequently

requires less financial reporting obligations.

Thus, issuers intending to access this market,

have no obligation to comply with IFRS norms

or equivalent standards, regardless of whether

they are organized as group with consolidated

financial accounts.

On the other hand, the issuers listed on the

Euro MTF do not benefit from a European

passport.

The Euro MTF market is directly monitored by

the Luxembourg Stock Exchange in

accordance with its Rules and Regulations.

In the following sections we focus on the

admission of securities to the Regulated

Market as well as post-admission obligations

that may arise in this respect, such rules being

a fortiori applicable in case of issue of debt

securities; for specific aspects of a Euro MTF

listing you may contact us directly (cf. contact

details on page 27).


DRAWING UP, APPROVAL AND

PUBLICATION OF THE PROSPECTUS

WHAT ARE THE AIMS OF PROSPECTUS LEGISLATION?

Anyone wishing to offer securities to the public – and in

particular debt securities – is obliged to draw up a

prospectus and publish all material information on the

issuer and on the securities being offered.

The primary purpose of this prospectus is to guarantee

investor protection: the prospectus is meant to enable

investors to obtain an accurate picture of the offer made

by the issuer and to make their investment decision on

the basis of such picture. At the same time the

prospectus is also a liability document.

WHAT ARE THE LEGAL FRAMEWORK CONDITIONS?

The basis for the drawing up, approval and

validity of securities prospectuses in Luxembourg

is the Prospectus Law, which transposed EU

Prospectus Directive 2003/71/EC (the

“Prospectus Directive”) into national law.

However, the content and format of prospectuses

are set out in detail in EU Prospectus Regulation

No (EC) 809/2004 (the “Prospectus Regulation”)

which, unlike a Directive, did not have to be

transposed into Luxembourg law, but rather

applies directly in the relevant jurisdiction, and

that Europe-wide. In order for the Prospectus

Regulation to be interpreted as uniformly as

possible across Europe, the Committee of

European Securities Regulators (CESR, now

ESMA) had set up a working group which drew

up and published common viewpoints. The

guidelines and recommendations of this working

group are not legally binding on national

regulatory authorities, but are in practice regularly

followed by them. Both the Prospectus Directive

and the Prospectus Regulation may be

downloaded in different languages on the Internet

at www.eur-lex.europa.eu. The Prospectus Law

can be downloaded from the CSSF website at

www.cssf.lu. CESR’s guidelines and

recommendations, in English, are published on

the ESMA website at www.esma.europa.eu.

If material information is

represented incorrectly or

incompletely, investors may under

certain conditions claim damages

from those who were responsible

for the prospectus or on whose

authority the prospectus was

issued. Possible claims must be

asserted before the civil courts.

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WHEN MUST A PROSPECTUS BE DRAWN UP AND PUBLISHED?

For securities that are to be offered to the

public or admitted to trading on the Regulated

Market in Luxembourg the offeror or the

applicant for admission to trading on the

Regulated Market must, as stated above,

publish a securities prospectus. Such offerors

or applicants for admission to trading on the

Regulated Market need not necessarily to be

at the same time issuers of the proposed

securities, although in practice this is usually

the case.

Securities within the meaning of the

Prospectus Law are investment instruments

which may be traded on a market

(marketability) and are interchangeable

(fungibility). Money market instruments with a

maturity of less than twelve months are not

deemed to be securities. The main instruments

that are to be classified as securities are

shares, bearer bonds, (e.g. certificates), bearer

mortgage bonds, warrants and depository

receipts. Also normally to be categorised as

securities are instruments issued by foreign

companies that are equivalent to shares (as

defined under Luxembourg law), such as e.g.

the shares of a Swiss joint stock company or

the stock of a US corporation. Depending on

their specific structure, participation certificates

are also to be treated as securities, while

participation rights, on the other hand, are to

be treated as non-securities investments. Debt

securities fall therefore within the definition of

securities given by the Prospectus Law.

As a basic principle, what is to be understood

by a public offer is any notice given to the

public in any form and in any manner that

contains sufficient information about the terms

of the offer and the securities to be offered to

enable an investor to decide whether to

acquire or subscribe to the securities. This may

take the form of, for example, an

advertisement in a newspaper or even a

reference on the Internet.

The Prospectus Law does, however, also

provide for exceptions from the obligation to

draw up and publish a prospectus. Exemptions

from the obligation to draw up a prospectus

include, for example, offers of securities

addressed solely to qualified investors or to

fewer than 150 non-qualified investors. But

also exempt, as a general principle, are offers

in which investors may acquire only securities

for a total consideration of at least EUR.

100,000 per investor (Please refer to the

section “Recent developments” for further

information).

If, despite the present obligation to draw up

a prospectus, no prospectus or no

approved prospectus has been published,

the public offer will be prohibited by the

CSSF. As a rule, the lack of publication of a

prospectus or an approved prospectus in

case of a public offer constitutes an

administrative offence punishable by a fine

to be imposed by the CSSF.


WHAT INFORMATION MUST A PROSPECTUS CONTAIN?

The securities prospectus must contain all the information required for the investor to reach an

investment decision regarding the issuer and the securities in question. The information relating to the

issuer is to be found in what is known as the Registration Document and the information relating to the

securities in what is known as the Securities Note. The Prospectus Regulation and the Annexes

thereto prescribe a whole list of minimum disclosure requirements. The details to be published vary

depending on the securities to be offered or admitted to trading and on the type of issuer. A

prospectus for bonds, for example, must contain the following details (among others):

INFORMATION ON THE ISSUER

General information on the company, e.g. legal form, date of incorporation,

objects, shareholders, subsidiary undertakings, employees;

General information on the management and supervisory bodies, e.g. members of

those bodies, remuneration, conflicts of interest, corporate governance;

The issuer’s business;

A description and discussion of historical financial information, also known as

“Management discussion and analysis”, “Operating and financial review”;

Past, current and future investments;

Material contracts;

Past, pending and threatened legal proceedings;

Working capital and business prospects;

Capitalisation and indebtedness;

Audited historical financial information for the last three financial years and, if

available, interim financial information.

INFORMATION ON THE SECURITIES

General information on the securities, e.g. ISIN/WKN, currency, restrictions on

transferability, dividend rights;

Reasons for the offer;

Use of the issue proceeds and expenses of the issue;

Terms and conditions of the offer.

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In addition, there must always be a separate section giving an account of risk factors that are material

for the issuer and for the securities to be offered / admitted to trading. Qualifying those risks by, for

example, at the same time also giving an account of opportunities, is not permitted.

Finally, the prospectus must be preceded by a summary which is placed immediately after the

mandatory table of contents.

CAN EXISTING DOCUMENTS BE USED?

Information can also be incorporated in a securities prospectus by reference to another document

which may reduce considerably the size of the prospectus. Reference can, however, be made only to

previously or simultaneously published documents that have been approved or filed under the

Prospectus Law or the equivalent national legislation of other EEA states. This might be e.g. the

issuer’s financial information which has already been included in a previous prospectus. If an issuer

has already drawn up a prospectus for an offer or admission to trading of securities in a country

outside the EEA (e.g. in the USA), it can, in principle, also use this prospectus within the EEA. In these

cases CSSF merely requires that specific information required by the Prospectus Regulation or the

Prospectus Law that is missing from the existing prospectus be added to it in a wrapper.

WHAT ADVANTAGES DOES THE CSSF APPROVAL PROCEDURE OFFER?

The Prospectus Law sets tight deadlines for

the CSSF to examine securities prospectuses.

The CSSF must come to a decision on

approval within ten working days after

submission of the prospectus. The deadline is

extended to 20 working days if the public offer

involves securities issued by an issuer who

does not have any securities admitted to

trading on an regulated market in the EEA and

who has not previously offered securities to the

public. To the benefit of the applicant, for the

purposes of calculating the deadline, Saturday

is also counted as a working day.

Because the examination teams are very

experienced, the CSSF will not as a rule leave

things to the end of the statutory deadlines. In

a typical prospectus examination procedure for

an issue of bond securities, the CSSF

generally needs only around 5 to 10 working

days for the examination of the first draft of the

prospectus, around 3 to 5 working days for the

examination of the second draft and around 1

to 3 days for the examination of the third draft

and approval of the prospectus. The timetable

also depends on the draft version with which

any information that was still missing (e.g.

interim financial information) is submitted.

The CSSF recommends contacting the section

“Service Surveillance des marches d’actifs

financiers” – Division 1 or 2 (“Approbation de

prospectus”, Tel.: +352 26251276 Email:

[email protected]), who are responsible for the

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examination of prospectuses, in good time

ahead of a public offer in order to agree the

timetable for the examination procedure and to

clarify possible unresolved issues regarding

the information that the prospectus must

contain. The prior consultation regularly covers

the financial information that has to be included

in the prospectus, especially if the issuer has a

complex financial history or if the question of

the inclusion of pro forma financial information

arises. Since for prospectus purposes

historical consolidated financial information

has, as a basic principle, to be drawn up in

accordance with International Financial

Reporting Standards (IFRS), in some cases it

may have to be decided whether national

General Accepted Accounting Principles

(GAAP) are admissible. In other cases the

question might be whether the issuer should

be classified as a specialist issuer (e.g. as a

property, shipping or mineral company), which

would involve additional requirements for the

content of the prospectus.

The CSSF examines prospectuses for

completeness, including consistency and

comprehensibility of the information given.

A prospectus is deemed to be complete

when it contains the additional statutory

elements (e.g. particular warnings in the

summary) in addition to the minimum

disclosures required by the Prospectus

Regulation. The CSSF’s examination does

not extend to a further examination of a

prospectus’s content.

HOW MUCH DOES AN APPROVAL PROCEDURE COST?

Every application for approval is subject to the payment of a fee (taxe). People asking for admission to

trading on the Regulated Market, offerors or issuers seeking approval of a prospectus under the

Prospectus Law are liable for fees of an amount either of EUR 2,500, EUR 2,000 or EUR 1,500,

depending on the nature of the prospectus.

The CSSF will directly levy the fees concerned following the official submission of the application for

approval.

WHAT LANGUAGE DOES THE PROSPECTUS HAVE TO BE DRAWN UP IN?

As a general principle, the securities prospectus may be drawn up in any official Luxembourg

language, i.e. French, German or Luxembourgish. However in most cases of international bond issues

and listings the English language is used. This is permissible under Luxembourg prospectus

legislation and regulatory practice of the CSSF.

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HOW ARE THE APPROVED PROSPECTUS PUBLISHED?

All possibilities for publication provided by the Prospectus Directive (newspapers, printed brochures,

website) have been integrated into the Prospectus Law. As from the 1st July 2012, the prospectus

shall be systematically published on the issuer’s website or, if applicable, on the website of the

financial intermediaries placing or selling the securities.

Furthermore, the prospectuses are published by the CSSF for a period of at least twelve months. The

CSSF has delegated the publication of prospectuses to the LSE, which will publish them on its website

at www.bourse.lu.

WHEN MUST A PROSPECTUS BE UPDATED?

As a basic principle, a prospectus is valid for up to twelve months from its approval, provided it is

updated by what are referred to as supplements. A supplement to the prospectus must be drawn up at

any time up to the final closing of the offer to the public or, as the case may be, by the time of the

quotation of the securities or by the time of trading of the securities, in respect of any significant new

factor or any material inaccuracy relating to the information contained in the prospectus. Such

information might include, for example, new financial information or a new pricing. The supplement

must also be approved by CSSF and then published in the manner described above. In the case of an

issue of debt securities the obligation to draw up a supplement generally arises in case of changes of

the financial terms and conditions under which such debt securities have been issued or in case of

changes of the rights ascribed to the securities holder. There are no further updating requirements

especially with regards to new financial statements which are treated separately as ongoing

transparency requirements as further described under section “Post-admission obligation”.

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CAN A LUXEMBOURG PROSPECTUS BE USED IN ANOTHER EUROPEAN

ECONOMIC AREA STATE?

The Prospectus Directive also introduced the European passport for securities prospectuses. This

means that a securities prospectus approved in one “EEA” state is recognised in all other EEA states

without further examination. An issuer can therefore use the prospectus approved in Luxembourg for a

public offer or subsequent listing in one or more other EEA states with hardly any further formalities,

for the only requirement consists in the due notification by the CSSF of the competent authorities of

the other EEA states and the sending to such authority of a copy of the approved prospectus. Such

notification is performed upon request of the offeror. In some cases the offeror may be required to

provide a translation of the summary of the prospectus in accordance with the language requirements

of the member State(s) in question.

WHO IS RESPONSIBLE FOR THE ADMISSION OF THE SECURITIES TO

TRADING ON AN EXCHANGE?

As outlined above, both market segments, i.e. the Regulated and the Unregulated Market, are

managed in Luxembourg by the single stock exchange, the LSE. The admission of securities to the

Regulated Market falls therefore within the responsibility of the management of the LSE. The issuer,

together with an applicant for admission (e.g. a specially appointed credit institution acting as listing

agent), must submit the corresponding application for admission to trading to them. If no exemption

applies, a prospectus approved in accordance with the provisions of the Prospectus Law is a

prerequisite for admission to trading. Further information on admission to trading and on the individual

market segments may be found on the website of the LSE (www.bourse.lu).

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RECENT DEVELOPMENTS

The Prospectus Directive was substantially

amended in 2010. The changes brought to the

Prospectus Directive, as stated in the Directive

2010/73/EU of 24 November 2010 (“Directive

2010/73/EU”) amending the Prospectus Directive

and the Transparency Directive (as defined

below), entered into force on 31 December 2010

and has been implemented in Luxembourg law by

the law dated 26 June 2012 (the “New Law”),

entered into force on 1 July 2012.

The changes of the current legal regime for

prospectuses aim to enhance legal clarity and

efficiency, as the majority of the new rules intend to

reduce administrative burdens for issuers and

financial intermediaries. Besides “cutting red tape”,

the Prospectus Directive is amended with a view to

increase the level of investor protection and to ensure

sufficient and adequate information to retail investors.

The Directive 2010/73/EU also brings about certain

changes of the Directive 2004/109/EC on the

harmonisation of transparency requirements in

relation to information about issuers whose securities

are admitted to trading on the Regulated Market

(commonly referred as the “Transparency Directive”).

Among the most significant changes to be highlighted

are the following.

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QUALIFIED INVESTORS REDEFINED

In order to facilitate private placements

falling within the exemption available for

offers to “qualified investors”, the definition

of qualified investor has been aligned with

the definitions of professional clients and

eligible counterparties set out in the

Financial Markets Directive. This change is

intended to reduce the complexity and

costs of private placements by allowing

security issuers to rely on their lists of

professional clients and eligible

counterparties in place.

INCREASE OF EUR 50,000

THRESHOLD

Initially, offers made to investors who

acquire securities for a total consideration

of at least EUR 50,000 were exempt from

the requirement of an approved

prospectus. Securities with a denomination

of at least EUR 50,000 were likewise

exempted. This threshold is now increased

to EUR 100,000 by the recent legislative

changes, with the argument that the

current threshold does no longer reflect the

distinction between retail investors and

professional investors in terms of

investment capacity.

The same increase of the threshold,

previously fixed at EUR 50,000, is enacted

in the transparency Law dated 11 January

2008. Under said Law issuers with

minimum denominations of EUR 50,000

were currently exempted from the

obligation

to publish annual and half-yearly reports

as well as further reporting obligations. In

this regard, it should be noted that the

increased threshold is applicable as of 31

December 2010, so that any securities to

be admitted to an EU – regulated market

as from this date on will need to be issued

in denominations of at least EUR 100,000

in order to benefit from this exemption.

CHANGE OF “100-PERSONS” –

EXEMPTION

Offers addressed to fewer than 100 non-

qualified investors per EU Member State

were previously also exempted from

publishing an approved prospectus. From

the 1st July 2012, up to 150 non-qualified

investors may be targeted by an offering,

regardless of the prior publishing of a

prospectus.

SCOPE OF THE PROSPECTUS

DIRECTIVE AND OF THE NEW LAW

The exemption for offers within the

European Union where the total

consideration is less than EUR 2.5 million

calculated over a period of 12 months has

been amended to increase the threshold to

EUR 5 million. Likewise, the exemption for

offers of non-equity securities issued in a

continuous or repeated manner by credit

institutions where the total consideration is

less than EUR 50 million calculated over a

period of 12 months has been amended to

increase the threshold to EUR 75 million.

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CLARIFICATION OF PROSPECTUS

USE IN “RETAIL CASCADES”

A “retail cascade” is a situation where

securities are sold to retail investors by

financial intermediaries and not directly by

the issuer. For such offers made by

intermediate financial service providers

(banks, IFA’s or asset managers), the

Directive 2010/73/EU, implemented in

Luxembourg by the New Law, clarifies that

a new / separate prospectus will not be

required for as long as a prospectus has

been made available by the issuer and

provided that the issuer has consented by

written agreement to its use by the

financial intermediaries. In this case the

issuer will remain liable for the content of

the prospectus to investors. In the absence

of such consent, formalised and expressed

in a written agreement, the intermediary

will need to publish a prospectus himself

as he cannot rely on the prospectus of the

issuer.

TIGHTENED RULES FOR

PROSPECTUS SUMMARY

The Directive 2010/73/EU and the New

Law defines the prospectus summary as

key for the due investor information; as a

consequence the requirements for the

summary are considerably enhanced: such

summary must henceforth disclose the

nature and risks of the issuer, the

guarantor and the relevant securities, the

general terms of the offer, the details of the

admission, the reasons for the offer as well

as the use of

the proceeds. The New Law further sets

out that prospectus summaries should

adopt a common format for the sake of

clarity, i.e. equivalent information must

always appear in the same place in the

summary, thereby allowing investors to

compare securities offers.

ANNUAL INFORMATION

STATEMENT DROPPED

The obligation to publish an annual

information statement, which contains or

refers to all information made available by

the issuer to the public over the preceding

twelve months, as provided for under the

previous prospectus regime, is abolished.

PROSPECTUS SUPPLEMENTS

The current prospectus regime clarifies

that the period during which the publication

of a supplement for any material changes

or errors is necessary, will end on the latter

of the close of the offer or the admission to

trading. Furthermore, the right granted to

investors, having already agreed to

purchase a security prior to the publishing

of a supplement, to withdraw their

acceptance, will only apply to public offers

(but not in case of trading on stock

exchange) during two working days after

the publication of the supplement; issuers

may however grant longer periods for the

withdrawal right.

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LARGER EXEMPTIONS FOR

EMPLOYEE PARTICIPATION

SCHEMES

The requirement to publish a prospectus

for offers made to existing or former

employees by the employer or an affiliated

company with registered office in the

European Union was abolished as per the

entry into force of the New Law. Under the

previous legislation, this exemption was

restricted to companies admitted to trading

on a regulated market. In addition, the

exemption for employee participation

schemes is extended to companies

located outside the European Union listed

on qualifying third-country stock

exchanges. Third-country markets qualify

when the legal and supervisory framework

in place foresees requirements equivalent

to those set out in the Market Abuse

Directive, the Transparency Directive and

MiFID (“Equivalence Test” by European

Commission).

VALIDITY OF PROSPECTUS,

UNCHANGED BUT CLARIFIED

In spite of discussions about a longer

validity period of up to 24 months, a

prospectus remains valid for a period of 12

months which shall, under New Law run

from the date of approval of the prospectus

and not as of the publication date, as this

was previously the case.

PUBLICATION OF PROSPECTUS ON

INTERNET

The New Law reduces the publication

requirements in so far as the publication

on the website of the issuer is sufficient to

make this document validly available to

investors, even in case of the sale of the

issued security by financial intermediaries;

therefore no further publication media,

platforms or channels are required.

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POST-ADMISSION OBLIGATIONS

Issuers whose securities are listed on the Regulated Market are subject to certain obligations

to comply with regulatory requirements (disclosure, publication/filing, storages and similar) in

compliance with particular European regulations which have been implemented into

Luxembourg law and specific Luxembourg rules, in particular the Luxembourg law of 11

January 2008 relating to transparency obligations (“Transparency Law”), the rules and

regulations of the Luxembourg Stock Exchange (“LSE Rules”) and the law of 9 May 2006

relating to market abuse (“Market Abuse Law”).

TRANSPARENCY LAW

As general introductory comment, please note that the relevant publication requirements will be

different depending whether Luxembourg has been chosen as home or host member state. The

particular requirements in case Luxembourg has been chosen as the host member state will not be

detailed herein,

The information and publication requirement vary depending whether the denomination of the debt

security is per unit is more or less than EUR 10,000 or equivalent in another currency). Presently the

focus will be put only on publication requirements pertaining to debt securities where the denomination

per unit is less than EUR 10,000.

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DISCLOSURE PROCEDURES

Pursuant to the Transparency Law, issuers whose securities are admitted to trading on the Regulated

Market and for which Luxembourg is the Home Member State must publish their relevant regulated

information (as further described below) in accordance with such Transparency Law.

Such issuers are obliged to provide periodic and ongoing information, described as “regulated

information”. In particular, regulated information includes periodic financial reports, information to be

provided with regard to major holdings and privileged information.

In addition to the drafting and preparation of documents relating to regulated information, the

Transparency Law requires issuers:

to disseminate the regulated information, in a manner ensuring fast access to such

information on a non-discriminatory basis, via financial media or newspapers;

to make the regulated information available to an Officially Appointed Mechanism (“OAM”)

for the central storage of regulated information which is the Luxembourg Stock Exchange.

The deposit of such documentation with the OAM is proceeded with through a secured

internet access; and

to file the regulated information with the CSSF. This also applies in case of any change or

amendment to their instrument of incorporation or statutes.

The language, in which the regulated information shall be disclosed, shall be English, French, German

or Luxembourgish.

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REGULATED INFORMATION

Regulated information under the Transparency Law means any information the issuers are required to

disclose under such law, namely:

the annual financial report;

the half-yearly financial report;

the notifications of major shareholdings;

the notifications required regarding the trading in own shares;

the total number of voting rights and capital;

choice of the home Member State (unregulated/-written requirement);

the additional information, i.e. any changes in the rights of holders of securities, 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 interest rates, new loan issues

and in particular any guarantee or security in respect thereof, and

inside information as defined in the Market Abuse Law.

Regulated information can furthermore be classified as periodic information and ongoing information.

Special requirements are foreseen for issuers which legally need to prepare consolidated annual

accounts. Such special requirements have been kept out of the scope of the following description of

the regulated information.

PERIODIC INFORMATION - ANNUAL FINANCIAL REPORTS

Pursuant to the Transparency Law, the annual financial report has to include:

the audited financial statements;

the management report (which includes a fair review of the business development

and performance and a description of the principal risks and uncertainties), and

the responsibility statements (all persons responsible within the issuer -names

and functions have to be clearly indicated- are required to state publicly that, to

the best of their knowledge, the statements give a true and fair view of the assets,

liabilities, financial position and profit or loss of the issuer).

The issuer has to publish the annual financial report within four months following the end of

each financial year.

In accordance with the amended Luxembourg law dated 10 August 1915, the annual accounts

of a commercial company must be approved by the ordinary general meeting of the company

within six months of the end of the financial year and must be filed with the Luxembourg trade

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register (“registre de commerce et des sociétés”) and published with the Luxembourg official

gazette (“Mémorial C, Recueil des Sociétés et Associations”) within one month from the

approval of the annual accounts, i.e. seven months after the end of the financial year.

Furthermore, the issuer has to ensure that such report remains available to the public for at

least five years.

PERIODIC INFORMATION - HALF-YEARLY FINANCIAL REPORTS

The half-yearly financial reports have to include:

the condensed set of financial statements;

the interim management report;

the audit report (if such report has been drawn up);

the responsibility statements (all persons responsible within the issuer -names

and functions have to be clearly indicated- are required to state publicly that, to

the best of their knowledge, the statements give a true and fair view of the assets,

liabilities, financial position and profit or loss of the issuer).

The half-yearly financial reports have to be published as soon as possible after the end of the

first sixth months, and at the latest, two months thereafter.

Furthermore, the issuer has to ensure that such reports remain available to the public for at

least five years.

ONGOING INFORMATION

The ongoing requirements deal almost exclusively with information relating to major

shareholdings. The obligations set down in those articles of the Transparency Law apply to

holders of shares, including depositary receipts in respect of shares and to issuers of shares,

including to issuers of underlying shares of depositary receipts.

The issuer of debt securities shall make public, without any delay, any changes in the rights of

holders of the issued debt securities, 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.

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LSE RULES

The LSE Rules provide for additional disclosure requirements for issuers whose securities are listed

on the Regulated Market. These requirements are more of a technical nature in order to ensure a

proper organization of the market. Nevertheless the LSE Rules provide for certain additional

continuing obligations relating to information such as (without limitation):

Any amendments to the rights attached to securities must be communicated to the Luxembourg Stock

Exchange as early as possible and in advance of the amendment, these information pertaining, inter

alia:

amendments affecting the respective rights of different categories of, inter alia, debt

securities;

any issue or subscription of securities, in particular if it is accompanied by subscription

rights and preferential periods;

any business combination or split of the issuer;

any change of transfer or paying agent;

announcements of any distribution;

payment and detachment of dividends or interest;

the redemption of debt securities in particular before the due date

the change of name of the issuer;

any payment default and in a more general manner, any decision relating to any

bankruptcy, insolvency or cessation of payments;

any other event or information which, on the date of its publication by the issuer or on its

behalf, is likely to influence the price of the security.

All other information that it deems useful for investor protection or for the due and proper operation of

the market. Upon such communication the LSE might require the issuer to publish certain information

in the form and timescales that the LSE might deem necessary.

Finally, the Issuer must communicate to the LSE all information concerning the securities admitted to

the LSE and concerning the issuer of such security, being notices for meetings of holders of securities,

important changes of activities or any modifications made to the articles of association of the issuer, or

any regulated information which must be filed by the issuer with the competent authority when

Luxembourg is not the home member state under the Transparency Law.

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MARKET ABUSE LAW

The Market Abuse Law deals only with inside

information and directors dealings. “Inside

information” under the Market Abuse Law shall

be understood as information of a precise

nature, which has not been made public,

relating, directly or indirectly, to one or more

issuers of financial instruments or to one or

more financial instruments and which, if it were

made public, would be likely to have a

significant effect on the prices of those

financial instruments or on the prices of those

financial instruments or on the price of related

derivative financial instruments.

In such relation, the Market Abuse Law

provides that issuers are obliged to inform the

public as soon as possible of inside information

which directly concerns the said issuer. Such

information shall in any case be disclosed in

French, German or English by using

distribution channels which reasonably expect

to disseminate the inside information to the

public efficiently and on the website of the

issuer (for at least three months), whereas

such information must be made available not

only in the Home Member state but also in any

other Member State of third countries in which

the issuer has been admitted for trading.

Furthermore, an issuer who has requested or

obtained admission of its securities to trading

on the Regulated Market must maintain an

insider list, containing the identity and function

of those persons acting on its behalf or on its

account who have regular or occasional

access to information relating directly or

indirectly to the issuer. Such list must be kept

up-to-date by the issuer and kept at least five

years from the date on which it is drawn up or

updated. The CSSF may request at any time

the issuer to promptly provide a copy of such

insider list, although there is no obligation to

submit the insider list to the CSSF on the

issuers own initiative or to inform the CSSF of

any update of such list.

25 | P a g e

In accordance with the Market Abuse Law any person who,

by virtue of his membership of the administrative, management or supervisory bodies of the

issuer; or

by virtue of his holding in the capital of the issuer; or

by virtue of his having access to the information through the exercise of his employment,

profession or duties; or

by virtue of his criminal activities.

possesses inside information, is prohibited from using that information by acquiring or disposing of, or

by trying to acquire or dispose of, for his own account or for the account of a third party, either directly

or indirectly, financial instruments to which that information relates.

In case the person as referred to above is a legal person, the aforementioned prohibition shall also

apply to the natural persons who take part in the decision to carry out the transaction for the account

of the legal person concerned.

The above mentioned prohibition also applies to any person who possesses inside information while that

person knows, or ought to have known, that it is inside information.

Any person who falls within the above mentioned description is prohibited from:

disclosing inside information to any other person unless such disclosure is made in the normal

course of the exercise of his employment, profession or duties;

recommending or inducing another person, on the basis of inside information, to acquire or

dispose of financial instruments to which that information relates.

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HOW WILDGEN

CAN ASSIST YOU

In such a prominent and investor-friendly stock market as Luxembourg, it is important to

ensure reliable collaboration with expert consultants in legal matters. We have the team and

experience to help issuers make the right choices in this regard and implement these choices

in strict compliance with Luxembourg’s financial regulator.

Our specialised team advises leading national and international issuers on debt and equity

transactions in the area of capital markets. Our consultancy service combines top-quality legal

analysis with a practical and creative approach. We also work in close collaboration with our

international partner firms.

We have solid experience in capital market activities and provide a full range of services:

Advising on public offerings and private placements,

Issuing of convertible and other corporate bonds,

Equity-linked products and issue programmes,

Advising on securities listings,

Preparation of draft prospectuses for authorities and stock exchange,

Drafting and reviewing of agreements with service providers,

Collecting and filing of documentation required in the preparation of the listing.

The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity. Although we endeavour to provide accurate and timely information, there can be no guarantee that such

information is accurate as of the date it is received or that it will continue to be accurate in the future. No one should act upon such information without appropriate advice after a thorough examination of the particular situation. Therefore, WILDGEN

cannot accept any liability for any errors, omissions or opinions contained herein and for the implementation of the principles set out without its active involvement

69, boulevard de la Pétrusse

L-2320 Luxembourg

Tel.: +352 40 49 60 1

Fax: +352 40 44 09

www.wildgen.lu

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