Transparency Act 2008 – New CSSF Guidance On Publication Of Periodic Financial Information

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The CSSF recently published revised FAQs regarding the Transparency Act 2008.

Issuers benefiting from an exemption from the requirement under the Transparency Act 2008 to publish, store and file periodic financial reports (for instance, wholesale debt issuers) are nevertheless obliged to publish, store and file, in accordance with the rules applicable to "regulated information" under the Transparency Act 2008, any periodic financial information which they have made available to the public on their own initiative or pursuant to another legal or regulatory requirement.

Background

The Transparency Act 20081 implemented into Luxembourg law Directive 2004/109/EC on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market (the Transparency Directive). It applies to all issuers of securities admitted to trading on a regulated market which have elected Luxembourg as their home Member State for Transparency Directive purposes (the Issuers and each, an Issuer). One of the requirements of the Transparency Act 2008 imposed on Issuers is to efficiently disclose, store with an Officially Appointed Mechanism and file with the CSSF2 all regulated information (within the meaning of the Transparency Act 2008).

  1. Disclosure Of Periodic Financial Information

    To the extent that an Issuer has outstanding securities admitted to trading on a regulated market, it has to comply, pursuant to the Transparency Act 2008, with disclosure, storage and filing obligations with respect to regulated information. Regulated information includes, among other things, periodic information comprising annual financial reports and half-yearly financial reports.3

    Article 7 of the Transparency Act 2008 provides, among other things, for an exemption from the requirement to publish annual and half-yearly financial reports (the Wholesale Exemption) available to:

    Issuers of exclusively debt securities admitted to trading on a regulated market the denomination per unit of which is at least EUR100,000 (or the equivalent of that amount, on an issue date, in another currency); and Issuers of exclusively debt securities with a denomination per unit of at least EUR50,000 (or the equivalent of that amount, on an issue date, in another currency) which were admitted to trading on a regulated market before 31 December 2010. In addition, until 1 January 2015, Issuers of exclusively debt securities...

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