FAQ - Euro MTF
The purpose of the present information is to help issuers of securities to avoid delays and costs by providing certainty over the factual application of the Rules & Regulations (“R&R”)
of the Luxembourg Stock Exchange (“LuxSE”) which lay down the requirements in terms of approval of prospectuses and the listing process on its multilateral trading facility (“Euro MTF” market).
>LuxSE's Euro MTF market
The Euro MTF was launched in 2005 and is an alternative, exchange regulated market which offers a full listing and has multiple benefits for issuers, among which:
• less stringent disclosure requirements;
• flexibility for information to be inserted either in the Base prospectus or in
the form of Final Terms;
• acceptance of financial reporting in line with local GAAP;
• lighter transparency and ongoing disclosure obligations (Transparency
Directive does not apply);
• fast listing process assured by LuxSE's professional teams.
LuxSE is the competent authority for the approval of prospectuses for the sake of listing securities on the Euro MTF, in accordance with Part IV of the Luxembourg law dated 10 July 2005 on prospectuses for securities, as amended (referred to as the “Prospectus Law”).
LuxSE operates two (2) markets, the exchange regulated Euro MTF and the EU regulated market (the “Bourse de Luxembourg” market).
The "Bourse de Luxembourg" market is a regulated market as defined in the directive 2014/65/EU on markets in financial instruments. European Union directives, such as the Transparency Directive, the Prospectus Directive and the Market Abuse Directive are applicable.
Attention should be paid to the fact that the FAQ - Euro MTF relates to matters inherent to the R&R and not to the regulated market, the Prospectus Law or the Prospectus Directive.
Any questions regarding the guidance provided below or regarding any of the provisions set out in the R&R may be sent to the following e-mail address: firstname.lastname@example.org
l. Practical questions
ll. Approval: Questions & Answers
>i. High Yield debt issues - Specific requirements
>ii. Debt securities - Stand-alone
>14. What are the disclosure requirements for the provider of a Keepwell Agreement?
As a Keepwell Agreement is not to be regarded as equivalent to a guarantee of payment, its simple existence shall be mentioned in the prospectus.
>15. Is there an exemption to produce a prospectus in case of issuance of debt
securities allowing the payment of interest in kind (referred to as PIK notes)?
PIK notes typically provide for the payment of interest through the issuance of additional notes having the same terms and conditions as the original notes.
The exemption to produce a prospectus may be granted to PIK notes, provided that the issuer discloses in the prospectus the maximum amount, defined as being the amount of notes issued on the closing date and the amount of all additional notes issued pursuant to applicable PIK interest (calculated up to the maturity date). In addition the split between the principal amount issued on the closing date and the amount of PIK interest should be confirmed in the prospectus. Upon issuance of PIK notes, a notice shall be published (on LuxSE's website) stating the amount of PIK notes issued and the total amount outstanding.
>16. When does LuxSE consider that debt securities are issued by a credit
institution in a continuous or repeated manner?
>17. Is a summary requested in a prospectus?
>18. Can the issuer benefit from the partial disclosure exemption provided for in
Appendix II, Part I, 2) (known as Eurobonds) where the denomination of debt
securities to be issued is below EUR 100,000?
Yes, the partial disclosure exemption may be granted to issuers choosing a denomination below EUR 100,000 (or equivalent in another currency), provided the issuer confirms that the debt securities have been subscribed by a limited number of non-retail investors.
> iii. Debt securities - Programme
> iv. Financial statements / Incorporation by reference
> v. Undertakings for collective investment (UCIs)
> vi. Shares and depositary receipts