Listing Requirements


Requirements for listing and admission to trading on the two markets operated by the Luxembourg Stock Exchange

 

The Luxembourg Stock Exchange operates two markets. The first, the 'Bourse de Luxembourg' market opened in May 1929 and it later became a European regulated market. As such, it offers a European passport. The other, opened in July 2005, is named 'Euro MTF' and is a Multilateral Trading Facility.

Both offers to the public and admission to trading on a securities market are governed by the legal and regulatory provisions specified below. Each issuer has to publish a prospectus which requires prior approval by the competent authority.
 
  • Approval of the prospectus
  • Admission on the Luxembourg Stock Exchange

Law of prospectuses

The drawing-up, approval and distribution of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market are governed by the law of 10 July 2005 (as amended) on prospectuses for securities.
 
The law identifies three different prospectus regimes.
  
  • Regime 1: covered by Part II of the law applies to offers to the public and admission to trading on a regulated market, as laid down in the European directive.
  • Regime 2: covered by Part III of the law applies to securities which are outside of the scope of application of the prospectus directive. Two types of operations are dealt with under this regime:

    - offers to the public
    - admission to trading on a regulated market, as defined by the European directive.
     
  • Regime 3: covered by Part IV of the law specifically deals with admission of securities to trading on a market not set out on the list of regulated markets published by the European market.

Approval of the prospectus

  • By the CSSF
    The CSSF is the authority competent for approving the prospectuses related to offers to the public and admission to trading of a regulated market of financial assets falling under the scope of the prospectus directive (Regime 1) and for approving the simplified prospectuses related to financial assets which are outside of the scope of application of the prospectus regime (Regime 2).

    The contents of the prospectuses related to securities issued under Regime 1 is precisely defined by Regulation 809/2004 (as amended). As regards the offers to the public governed by Regime 2, CSSF Circular 05/210 provides that for drawing up their prospectuses the issuers may opt for the schemes specified in Regulation 809/2004 (as amended) of the European Commission or for those specified in appendices I and III to VI of the Rules and Regulations of the Luxembourg Stock Exchange.
 
  • By the Luxembourg Stock Exchange
    The Luxembourg Stock Exchange is the authority competent for approving the prospectuses drawn up in connection with admission to trading on a regulated market of securities which are outside of the scope of application of the prospectus directive (Regime 2) and for admission of securities to a market not set out on the list of regulated markets published by the European Commission (Regime 3). The Euro MTF market is governed by this third regime.

    Where the Stock Exchange acts as the competent authority, the prospectus has to be drawn up on the basis of Regulation 809/2004 (as amended) of the European Commission or the appendices to the Rules and Regulations of the Luxembourg Stock Exchange.

Admission on the Luxembourg Stock Exchange

The requirements for admitting financial assets to stock exchange listing and those for admission to trading on the two markets operated by the Luxembourg Stock Exchange are laid down in Chapter XII of the Rules and Regulations of the Luxembourg Stock Exchange.
 

Laws

  • Law of 3 July 2012 [pdf - 112kb] (only in French) on prospectuses for securities, amending the law of 10 July 2005 on prospectuses for securities and the law of 11 January 2008 on transparency requirements
  • Law of 10 July 2005 [pdf - 357kb] (as amended) on prospectuses for securities
  • Law of 11 January 2008 [pdf - 214kb] (as amended) concerning transparency requirements for issuers of transferable securities

Regulations

  • Regulation 486/2012 of the European Commission [pdf - 1248kb] of 30 March 2012 amending Regulation (EC) No 809/2004 as regards the format and the content of the prospectus, the base prospectus, the summary and the final terms and as regards the disclosure requirements
  • Grand-ducal regulation of 11 January 2008 [pdf - 106kb] concerning transparency requirements for issuers of transferable securities
  • Grand-Ducal regulation of 3 August 2005 [pdf - 25kb] concerning prospectuses for transferable securities (French version)
  • Regulation 809/2004 of the European Commission [pdf - 384kb] (as amended) 
    Corrigendum to Commission Regulation (EC) No 809/2004 of 29 April 2004 implementing Directive 2003/71/EC of the European Parliament and of the Council as regards information contained in prospectuses as well as the format, incorporation by reference and publication of such prospectuses and dissemination of advertisements

CSSF Circulars

  • CSSF Circular 05/ 224 [pdf - 39kb]
    Choice of the home Member State for third country issuers whose securities are admitted to trading at 1 July 2005 and notification by these issuers of their choice by 31 December 2005
  • CSSF Circular 05/ 225 [pdf - 62kb]
    The notion 'offer to the public of securities' as defined in the law on prospectuses for securities and the 'obligation to publish a prospectus' that may ensue.
  • CSSF Circular 05/ 226 [pdf - 329kb]
    General overview of the law on prospectuses for securities and technical specifications regarding communications to the CSSF of documents for the approval or for filing and of notices for offers to the public and admissions to trading on a regulated market, in relation to the law relating to prospectuses for securities.
  • CSSF Circular 05/210 [pdf - 35kb]
    Drawing-up of a simplified prospectus within the scope of Chapter 1 of Part III of the law on prospectuses for securities

Eligibility of the Euro MTF

Eligibility to LGX

Application form for admission to trading/Prospectus approval

Letters of undertaking

 

Search

International Primary Markets - IPM

Julie Becker
Member of the Executive committee & Head of IPM
jbe@bourse.lu

Listing & Approvals

Alessandro Picco: 47 79 36 261
Ronny Alf: 47 79 36 229
bolide@bourse.lu

Issuing Programs

Daniel Majek: 47 79 36 221
Tom Schmit: 47 79 36 223
bolide@bourse.lu

OAM / FNS

Daniel Majek: 47 79 36 221
Jerry Hoffmann: 47 79 36 338
ost@bourse.lu

Relationship Management & Business Development

Carlo Oly: 47 79 36 227
col@bourse.lu

Key Documents for Listing