As anticipated in our July 2019 Newsletter, the new Luxembourg law on prospectuses (the “New Prospectus Law”) implementing Regulation (EU) 2017/1129 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 (the “Prospectus Regulation”) entered into force on 21 July 2019, having been published in the Official Journal on 18 July 2019.
Just in time for the entry into force of the New Prospectus Law, the CSSF helpfully published Circular CSSF 18/724 setting out technical specifications regarding the submission of documents to the CSSF under the Prospectus Regulation (the “New Circular”) which repealed and replaced CSSF Circular 12/539 (as amended) setting out technical specifications regarding the submission of documents to the CSSF under the old prospectus law regime (the “Previous Circular”).
The structure of the New Circular is similar to the Previous Circular that is composed of two parts: the first part presenting the regulatory framework governing prospectuses and the CSSF’s competences and missions in that context, and the second part detailing the technical procedure governing the submission of documents to the CSSF for the purposes of approval, notification or filing in the context of offers of securities to the public and admission of securities to trading on a regulated market.
The process for filing documents with the CSSF remains largely unchanged. However, the New Circular lays out some particularities in case of a filing of a universal registration document and the CSSF has also updated its Entry Form which must be submitted with every application for approval of a registration document, universal registration document, prospectus, base prospectus, supplement, simplified registration document, simplified prospectus or simplified base prospectus.
Importantly (and as stressed by the CSSF in the New Circular), the New Circular should be read in conjunction with Delegated Regulation (EU) 2019/980 of 14 March 2019.