New Prospectus And Transparency Requirements: CSSF Circulars 12/542 And 12/539

Following the implementation into Luxembourg law of Directive 2010/73/EC amending Directives 2003/71/EC on the prospectus to be published when securities are offered to the public or admitted to trading (the "Prospectus Directive") and 2004/109/EC on the harmonisation of the transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market (the "Transparency Directive") by a Law of 26 June 2012 (see our newsletter of July 2012), the CSSF has issued Circulars 12/539 and 12/542.

1. CSSF Circular 12/542

   This circular amends the existing CSSF Circular 08/337 which had been issued in the context of the entry into force of the Law of 11 January 2008 implementing the Transparency Directive.

   CSSF Circular 12/542 thus amends Circular 08/337 on the following items:

   (i) the reference to the annual document referred to therein by reference to Article 14 of the Law of 10 July 2005 implementing the Prospectus Directive which has been abolished, is deleted;

   (ii) the references to the thresholds applying to the "nominal amount exemptions" which have been increased from 50,000 euros to 100,000 euros are amended; and

   (iii) a "grand-fathering" provision regarding securities issued before 31 December 2010 and in accordance with the previously applicable "nominal amount exemption" and having the denomination of...