listing of bonds on the luxembourg stock exchange

Listing of bonds on the Luxembourg Stock Exchange

CAPITAL MARKETS

3Listing of bonds on the Luxembourg Stock Exchange

Our servicesOur Capital Markets team provides the full range of listing agency

services and can assist you with all the steps of the listing process,

from: (i) the drafting of the listing prospectus (in order to ensure

compliance with applicable rules and regulations); and (ii) the

preparation and review of the application file; to (iii) the coordination

of the prospectus approval/listing application request with the

relevant authorities, i.e. the Commission de Surveillance du

Secteur Financier (the Luxembourg Supervisory Commission of the

Financial Sector) and/or the Luxembourg Stock Exchange (including

assistance with any regulatory issues that may arise during the listing

process).

Our Capital Markets team also provides advice and assistance in

connection with all ongoing reporting and disclosure obligations

that may result from the listing of securities on one of the markets

operated by the Luxembourg Stock Exchange.

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The Luxembourg Stock Exchange

Over the years Luxembourg has become a renowned

financial centre, with an innovative and favourable legal

and tax framework tailored in response to the ever

growing interest in its securities markets. As a result of

this favourable legal and regulatory environment and its

customer-oriented and flexible approach to the securities

industry, the Luxembourg Stock Exchange (the LuxSE)

has become an attractive international marketplace.

The LuxSE, which was created in 1927, operates two

markets: (i) a regulated market within the meaning of

Directive 2004/39/EC on markets in financial instruments,

as amended (MiFID) (the Regulated Market) and (ii) a

multilateral trading facility (the Euro MTF). The LuxSE has

from its inception always offered an innovative marketplace

for international issuers and for a large range of securities.

According to recent figures published by the LuxSE, the

markets it operates combine over 37,000 quotation lines of

securities, of which more than 25,000 are debt securities,

from over 2,700 issuers in more than 100 countries.

In 2016, the LuxSE launched the Luxembourg Green

Exchange, the first platform dedicated exclusively to green

securities. It now has over 100 listed green bonds in

various currencies. All securities listed on the Luxembourg

Green Exchange are recognised globally as 100% green.

Issuers of green bonds listed on the Luxembourg Green

Exchange need to comply with certain listing and post-

listing requirements, reflecting the industry’s best practices

for green securities.


Reasons for listing bonds on the Luxembourg Stock Exchange

There are many reasons for obtaining a listing which usually aim at:

- raising funds for business growth;

- increasing liquidity for an issuer’s securities;

- granting visibility and more security to investors; and/or

- providing investors with certain tax and/or regulatory advantages.

By offering an attractive environment for issuers, and by having the broadest range of securities listed in Europe, the LuxSE

has gained strong market recognition and its know-how enjoys a high reputation among international issuers. The launch of

the Luxembourg Green Exchange is also expected to attract issuers to list their green securities on the LuxSE.

The LuxSE offers professional customer-oriented services by providing a fast, flexible and secured listing process as well

as competitive fees. Furthermore, issuers and investors in Luxembourg benefit from strong and stable regulatory and tax

frameworks, in line with European Union directives and regulations.

Markets operated by the Luxembourg Stock Exchange

At present the LuxSE operates two markets: (i) the Regulated Market, which qualifies as an European Union regulated

market within the meaning of MiFID; and (ii) the exchange regulated market called Euro MTF, set up in 2005 as a multilateral

trading facility within the meaning of MiFID, which provides an alternative market to the European Union regulated markets.

The Regulated Market falls within the scope of various European Directives (in particular Directive 2003/71/EC, as amended

(the Prospectus Directive)1 and Directive 2004/109/EC, as amended (the Transparency Directive))2 and offers the

possibility for issuers to benefit from the European passport which, on the basis of an already approved Prospectus

Directive-compliant prospectus, allows them to apply for the admission to listing and trading of these securities on the

regulated market of another Member State of the European Union.

As opposed to the Regulated Market, issuers applying for a listing on the Euro MTF may not benefit from the European

passport. However, as the Euro MTF lies outside the scope of the Prospectus Directive and the Transparency Directive,

issuers having securities admitted to trading on the Euro MTF are bound by less costly and stringent requirements.

Additionally, securities listed on the Euro MTF are eligible for Eurosystem collateral operations.

Both the Regulated Market and the Euro MTF fall within the scope of Regulation 596/2014 on market abuse (the Market

Abuse Regulation) which entered into force on 3 July 2016.

1 Implemented in Luxembourg by the law dated 10 July 2005 on prospectuses for securities, as amended (the Prospectus Law).

2 admitted to trading on a regulated market, as amended (the Transparency Law).

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Listing requirements

The listing requirements are laid down in the Rules and Regulations of the Luxembourg Stock Exchange (the Rules).

The table below summarises the requirements for the listing of bonds on any one of the markets operated by the LuxSE.

Regulated Market / Euro MTF

Competent authority to decide on the application for

listing and admission to trading

LuxSE

Number of bonds All bonds of the same class must be listed

Negotiability of the bonds Freely transferable

Minimum distribution to the public (free float) Not applicable

Minimum issue amount EUR 200,000

Operating history No minimum operating history required

Convertible bonds, exchangeable bonds and bonds

with warrants attached

The underlying shares must have been admitted or be

admitted at the same time to listing on the LuxSE, or on

another market that operates in a legitimate, recognised

and open manner

Clearing and settlement Yes (via systems recognised by the LuxSE, i.e. Euroclear,

Clearstream, LuxCSD and BNY Mellon CSD)

Application file

An application file must be submitted to the LuxSE, containing in particular a copy of the draft listing prospectus and the

relevant application forms, together with the supporting documents laid down in the Rules.

A request for the admission to trading of bonds on one of the markets operated by the LuxSE is deemed to be

simultaneously an application for admission to the Official List of the LuxSE.

While an application for the listing of bonds on the Regulated Market will require the prior approval by the Commission

de Surveillance du Secteur Financier, the Luxembourg supervisory commission of the financial sector (the CSSF), of

a prospectus drawn up in accordance with Regulation (EC) No. 809/2004, as amended (the Prospectus Regulation),

an application for a listing on the Euro MTF will require the prior approval by the LuxSE of a prospectus drawn up in

accordance with the Rules.

The table below provides a non-exhaustive summary of the information that a listing prospectus should contain.


Regulated Market Euro MTF

Competent authority for the approval of the

prospectus

CSSF LuxSE

Contents of the prospectus Prospectus drawn up

in accordance with the

Prospectus Regulation

Information to be provided

in the prospectus is less

detailed if the bonds have a

minimum denomination per

unit of at least EUR 100,000

Prospectus drawn up in

accordance with the Rules

Information to be provided

in the prospectus is less

detailed if the bonds qualify

as Eurobonds or have a


unit of at least EUR 100,000

(as defined by the Rules)

Prospectus language English, German, French or

Luxembourgish

English, German, French or

Luxembourgish

Annual financial information 2 years 2 years

Summarized information if

bonds qualify as Eurobonds

(as defined by the Rules)

Half-yearly information Yes, if annual accounts are

older than 9 months or if

half-yearly accounts have

already been published by

the issuer (not required if

the bonds have a minimum

denomination per unit of at

least EUR 100,000)

Yes, if annual accounts are

older than 9 months (not

required if the bonds have a


unit of at least EUR 100,000)

Quarterly financial information Yes, if published by the issuer

(not required if bonds have a


unit of at least EUR 100,000)

Not required

Financial information must be prepared in IFRS Yes (or equivalent for non

EEA issuers)

No, national GAAP are

accepted

Financial information must be audited Yes Yes

In case of bonds guaranteed by a guarantor,

disclosure on the guarantor as if he was the

issuer of the bonds

Yes (limited derogations are

available)

Yes (derogation possible in

certain circumstances)

If the bonds are convertible, exchangeable or with

warrants attached, provide information on the

issuer of the underlying shares as if he was the

issuer of the bonds

Yes Yes

Passporting of the prospectus possible Yes No

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Listing fees

Fees levied by the CSSF and/or the LuxSE vary depending on the type of listing which is applied for, the nature of the

issuer and whether it is a first listing or not. The table below provides an example of applicable fees in the case of an

ordinary issuer, i.e. not a supra-national issuer, applying for a first listing of bonds under a standalone issue.3

A request for the admission to trading of bonds on one of the markets operated by the LuxSE is deemed to be

simultaneously an application for admission to the Official List of the LuxSE.

While an application for the listing of bonds on the Regulated Market will require the prior approval by the Commission

de Surveillance du Secteur Financier, the Luxembourg supervisory commission of the financial sector (the CSSF), of a

prospectus drawn up in accordance with Regulation (EC) No. 809/2004, as amended (the Prospectus Regulation),

an application for a listing on the Euro MTF will require the prior approval by the LuxSE of a prospectus drawn up in

accordance with the Rules.

The table below provides a non-exhaustive summary of the information that a listing prospectus should contain.

Regulated Market Euro MTF

Visa fees for prospectus approval EUR 5,000 (levied by the CSSF) EUR 2,500 (levied by the LuxSE)

One-off listing fees due to the LuxSE EUR 1,200 EUR 1,200

Annual maintenance fees payable to

the LuxSE (increases depending on

the issue amount)

Starting from EUR 500

(for an issue amount equal to or

lower than EUR 50,000,000)

Starting from EUR 500

(for an issue amount equal to or

lower than EUR 50,000,000)

3 All information regarding the relevant applicable fees may be found on the website of the LuxSE at the following address: https://www.bourse.lu/listing-

fees.


Ongoing and periodic reporting and disclosure obligations

Once the listing is effective, issuers will be subject to ongoing and periodic disclosure and reporting obligations. These

obligations vary depending on which market the bonds are listed on and they will generally be more stringent and costly in

the case of bonds listed on the Regulated Market. Those obligations derive from the Transparency Law4 (save in respect of

bonds listed on the Euro MTF only), the Market Abuse Regulation and the Rules.

The tables below provide a non-exhaustive summary of certain ongoing and periodic disclosure and reporting obligations

applicable to issuers with bonds listed on one of the markets operated by the LuxSE.

Regulated Market

References Nature of the information Timing for reporting

and disclosure

Reporting obligations

Rules Information relating to securities and

corporate events

As soon as possible, but before

the events affecting the bonds or

relating to corporate matters take

place

Rules Information concerning the bonds

which must be disclosed by the

issuer

By the deadline for making public

and filing such information at the

latest

Rules All information deemed useful for the

protection of bondholders and for

the due and proper operation of the

market

As soon as possible

Disclosure obligations

Transparency Law Publication of annual financial

reports (IFRS or equivalent)

Within four months after year-end

Transparency Law Publication of half-yearly reports

(IFRS or equivalent)

Within three months after half year-

end

Transparency Law Publication of changes to the

bondholders’ rights

Without delay

Market Abuse Regulation Publication of inside information

(subject to certain conditions, such

publication may be delayed)

As soon as possible

Market Abuse Regulation Managers’ transactions notifications Within three business days

4 To the extent Luxembourg is the issuer’s Home Member State within the meaning of the Transparency Law.

10

Euro MTF

References Nature of the information Timing for reporting

and disclosure

Reporting obligations

Rules Information relating to securities and

corporate events

As soon as possible, but before

the events affecting the bonds or

relating to corporate matters take

place

Rules Information concerning the bonds

which must be disclosed by the

issuer

By the deadline for making public

and filing such information at the

latest

Rules All information deemed useful for the

protection of bondholders and for

the due and proper operation of the

market

As soon as possible

Disclosure obligations

Rules Publication of annual financial

reports but exemptions are available

(national GAAP, IFRS or equivalent)

As soon as possible

Rules Publication of redemption or

repayment notices

Promptly

Rules Publication of changes to the

bondholders’ rights

Promptly

Market Abuse Regulation Publication of inside information

(subject to certain conditions, such

publication may be delayed)

As soon as possible

Market Abuse Regulation Managers’ transactions notifications Within three business days


About Loyens & Loeff

Loyens & Loeff is a Luxembourg leading law firm providing

comprehensive and fully integrated legal and tax

advice on corporate and commercial law, banking and

finance, investment management, M&A, private equity,

real estate, tax law and litigation in the Netherlands,

Belgium, Luxembourg and Switzerland.

Our clients include private and public companies,

financial institutions, investment funds and family offices.

The firm has six offices in the Benelux countries and

Switzerland, and seven in important financial centres of

the world with around 900 legal and tax experts.

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Contact information

Cédric Raffoul

T +352 466 230 415

[email protected]

Loyens & Loeff Luxembourg S.à r.l.

Avocats à la Cour

18-20, rue Edward Steichen

L-2540 Luxembourg

T +352 466 230

F +352 466 234

Disclaimer

Although this publication has been compiled with great care, Loyens & Loeff Luxembourg S.à r.l. and all other entities,

partnerships, persons and practices trading under the name “Loyens & Loeff”, cannot accept any liability for the

consequences of making use of this issue without their cooperation. The information provided is intended as general

information and cannot be regarded as advice.

Arnaud Barchman Wuytiers van Vliet

T+352 466 230 311

[email protected]

Loyens & Loeff is an associate member of the International Capital Market Association (ICMA).

As a leading firm, Loyens & Loeff is the logical choice as a legal and tax partner if you

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