listing of shares on the luxembourg stock exchange

Listing of shares on the Luxembourg Stock Exchange

CAPITAL MARKETS

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.

3Listing of shares on the Luxembourg Stock Exchange

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 securities 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 shares 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.

4

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 it 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 Implemented in Luxembourg by the law dated 11 January 2008 on transparency

requirements in relation to information about issuers whose securities are admitted

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


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 shares 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 shares All shares of the same class must be listed

Negotiability of the shares Freely transferable

Minimum distribution to the public (free float) 25% free float requirement (at the discretion of the LuxSE)

Minimum issue amount Foreseeable market capitalisation of at least

EUR 1,000,000

Operating history Three financial years (derogation available subject to certain

conditions)

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

Clearstream, LuxCSD and BNY Mellon CSD)

Corporate governance Compliance with the corporate principles laid down by the

LuxSE for Luxembourg-domiciled companies

(not applicable in the case of securities listed on the Euro

MTF)

6

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 shares 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 shares 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

Prospectus drawn up in

accordance with the Rules

Prospectus language English, German, French or

Luxembourgish

English, German, French or

Luxembourgish

Annual financial information 3 years (exemptions are

available)

3 years (exemptions are

available)

Semi-annual information Yes, if annual accounts are

older than 9 months or if

semi-annual accounts have

already been published by the

issuer

Yes, if annual accounts are

older than 9 months

Quarterly financial information Yes, if published by the issuer 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

Passporting of the prospectus possible Yes No


Listing fees

Fees levied by the CSSF and/or the LuxSE vary depending on whether the issuer has already published or registered his

annual accounts for the three preceding financial years, and whether or not it is a first listing.

The table below provides an example of applicable fees in the case of an issuer who has not yet published or registered his

annual accounts for the three preceding financial years and is applying for a first listing of his shares.3

Regulated Market Euro MTF

Visa fees for prospectus approval 0.05 per cent of the value in EUR of

the total amount of the offer made

to the public or the total amount

for which admission to trading is

requested. This percentage applies

on the higher of the two amounts

indicated above, with a minimum

lump sum fee of EUR 15,000

and a maximum lump sum fee of

EUR 100,000 (levied by the CSSF)

EUR 2,500 (levied by the LuxSE)

One-off listing fees due to the LuxSE EUR 5,000 EUR 5,000

Annual maintenance fees due to the

LuxSE (first quotation line)

EUR 5,000 EUR 5,000

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 shares are listed and will generally be more stringent and costly in the

case of shares listed on the Regulated Market. Those obligations derive inter alia from the Transparency Law4 the Market

Abuse Regulation and the law dated 24 May 2011 on the exercise of certain rights of shareholders in listed companies and

the Rules in the case of shares listed on the Regulated Market. For shares listed on the Euro MTF, those obligations derive

essentially from the Rules and the Market Abuse Regulation.

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

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

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.

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

8

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 shares or

relating to corporate matters take

place

Rules Information concerning the shares

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 shareholders and for

the due and proper operation of the

market

As soon as possible

Transparency Law Reporting of major holdings

notifications received from investors

whose voting rights as a result of

an acquisition or disposal of shares,

reach, exceed or fall below the

following thresholds: 5%, 10%,

15%, 20%, 25%, 331/3%, 50% and

662/3% of voting rights5

Upon receipt of notification from

shareholder

Disclosure obligations

Transparency Law Publication of annual financial

reports (IFRS or equivalent)

Within four months after year-end

Transparency Law Publication of semi-annual reports

(IFRS or equivalent)

Within three months after half-year

end

Transparency Law Publication of major holdings






15%, 20%, 25%, 331/3%, 50% and

662/3% of voting rights6

As soon as possible, but no later

than three trading days following the

receipt of notification from investor

5 Further to the implementation of Directive 2013/50/EU amending the Transparency Directive into Luxembourg law, financial instruments with an

economic effect similar to holding shares and entitlements to acquire shares should also be included in accordance with the relevant aggregation rules.

6 Further to the implementation of Directive 2013/50/EU amending the Transparency Directive into Luxembourg law, financial instruments with an

economic effect similar to holding shares and entitlements to acquire shares should also be included in accordance with the relevant aggregation rules.


Transparency Law Publication of holdings of own

shares when the holding reaches,

exceeds or falls below the

thresholds of 5% or 10%

As soon as possible, but not later

than four trading days following the

relevant acquisition or disposal

Transparency Law Publication of changes in the

issuer’s share capital

At the end of the calendar month

in which an increase or decrease of

the total number of voting rights and

capital has occurred

Transparency Law Publication of changes to the rights

attaching to the various classes of

shares

Without delay

Market Abuse Regulation Publication of inside information

(subject to certain conditions,

publication may be delayed)

As soon as possible

Market Abuse Regulation Managers’ transactions notifications Within three business days

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 shares or

relating to corporate matters take

place

Rules Information concerning the shares

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 shareholders 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 half-yearly reports

(national GAAP, IFRS or equivalent)

Within four months after half-year

end

Rules Publication of all necessary

information for shareholders

Promptly

Rules Publication of changes to the rights

attaching to the various classes of

shares

Promptly

Rules Publication of major holdings






331/3%, 50% and 662/3% of voting

rights

Within nine days from the

notification date

Market Abuse Regulation Publication of inside information

(subject to certain conditions,

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.

loyensloeff.com

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

do business in or from the Netherlands, Belgium, Luxembourg or Switzerland, our home

markets. You can count on personal advice from any of our 900 advisers based in one of our

offices in the Benelux and Switzerland or in key financial centres around the world. Thanks

to our full-service practice, specific sector experience and thorough understanding of the

market, our advisers comprehend exactly what you need.

Amsterdam, Arnhem, Brussels, Dubai, Hong Kong, London, Luxembourg, New York, Paris,

Rotterdam, Singapore, Tokyo, Zurich

LOYENSLOEFF.COM

listing of shares on the luxembourg stock exchange

Business