The Luxembourg Stock Exchange (“LxSE”) has published Edition 01/2018 of the Rules and Regulations of the LxSE (the “R&Rs”) which replaces version 07/2016 that entered into force on January 1st 2016. The LxSE has also, very helpfully, published questions and answers regarding the amendments to the Q&A which give background to, and a general overview of, the amendments (the “Q&A”). The majority of the amendments to the R&Rs are for the purposes of conforming them to the new legal regime under the Markets in Financial Instruments Directive (recast) – Directive 2014/65/EU (“MiFID II”) and Markets in Financial Instruments Regulation – Regulation 600/2014 (“MiFIR”).
Some of the MiFID II/MiFIR related amendments which may be of particular interest to issuers include the following:
- An issuer must have an LEI (legal entity identifier) code and shall take all necessary measures to ensure its LEI is valid and updated and shall transmit it to the LxSE if its financial instruments are admitted to trading on the LxSE.
- It is now confirmed that the marketing of UCIs is not a precondition for the admission to trading on the Euro MTF.
- An additional rule was introduced to clarify that technical suspensions due to pending de-listings do not pose any risk or disorder to the market, and as such they will not fall under the usual reporting obligations for suspensions (which would require publication on the website of the LxSE and communication to the competent authority).
The LxSE seized the opportunity to also make some non-MiFID II/MiFIR related amendments to the R&Rs to align with current practice and market needs and expectations.
Some of the non-MiFID II/MiFIR related amendments which may be of particular interest to issuers include the following:
- It has now been clarified that if the LxSE has received all the documents and information that the applicant has to provide in respect of an application for admission, the applicant shall receive a response within a maximum period of 10 business days (rather than one month as was previously stated).
- An application for admission to the official list without an application for admission to trading on one of the securities markets of the LxSE is now possible subject to the conditions set out in the LxSE Securities Official List Rulebook.
- In the situation where the LxSE decides to admit securities to trading without the issuer’s consent (on the condition that the securities have already been admitted to trading on another EU regulated market not operated by the LxSE and meet the relevant conditions under the Law on prospectuses), it is now clarified that not only is the issuer not required to provide the LxSE with the documentation required by Article 401 of the R&Rs, but also the issuer has no obligation to provide the LxSE with any documentation or information. However, the person who has sought the admission may, instead, provide the LxSE with any documentation or information required to facilitate the fair, orderly and efficient functioning of the market.