Laurent Thailly
Partner | Legal
Luxembourg Legal Services
Partner
Luxembourg Legal Services
Big things are happening at Ogier. Change is embedded in everything we do. It is redefining our talent, our ways of working, our platforms of delivery, our culture.
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We have the expertise to handle the most demanding transactions. Our commercial understanding and experience of working with leading financial institutions, professional advisers and regulatory bodies means we add real value to clients’ businesses.
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Our sector approach relies on smart collaboration between teams who have a deep understanding of related businesses and industry dynamics. The specific combination of our highly informed experts helps our clients to see around corners.
We have the expertise to handle the most demanding transactions. Our commercial understanding and experience of working with leading financial institutions, professional advisers and regulatory bodies means we add real value to clients’ businesses.
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Our sector approach relies on smart collaboration between teams who have a deep understanding of related businesses and industry dynamics. The specific combination of our highly informed experts helps our clients to see around corners.
Ogier provides practical advice on BVI, Cayman Islands, Guernsey, Irish, Jersey and Luxembourg law through our global network of offices across the Asian, Caribbean and European timezones. Ogier is the only firm to advise on this unique combination of laws.
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We get straight to the point, managing complexity to get to the essentials. Our global network of offices covers every time zone.
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Insight
03 September 2019
Luxembourg Legal Services
As of 21 July 2019, a new Luxembourg law on prospectuses for securities came into effect (the New Prospectus Law), repealing and replacing the Luxembourg law of 10 July 2005 on prospectuses for securities (the Law of 2005).
1. Background
The New Prospectus Law implements Regulation (EU) 2017/1129 of the European Parliament and of the Council 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 New Prospectus Regulation).
Being a EU regulation, the New Prospectus Regulation is directly applicable throughout the EU, but leaves the Member States with some level of discretion with respect to certain provisions relating to applicable thresholds.
This new regime applies to prospectuses approved on or after 21 July 2019, whilst the prospectuses approved before that date in accordance with the Law of 2005 continue to be governed by the former regime until the end of their validity period or 21 July 2020.
2. Key changes of the new regime
a. Increase of exemption thresholds
→ a notification has to be made to the Luxembourg financial sector regulator (the CSSF) to benefit from this exemption, but no formal approval of the CSSF is required.
→ this exemption should prove particularly attractive for smaller businesses who may in the past have been deterred by the obligation to publish a prospectus under the former regime.
b. Simplified prospectus under the Luxembourg national prospectus regime
→ a simplified prospectus shall be drawn up and approved by the CSSF according to the New Prospectus Law in case of an offering of securities to the public with a total consideration of at least EUR 8,000,000.
→ offers of securities to the public with a total consideration below EUR 8,000,000 do not require a simplified prospectus and CSSF approval.
→ offers of securities to the public with a total consideration of at least EUR 5,000,000 and below EUR 8,000,000 require an information note to be prepared and a notification to the CSSF.
Should you have any further queries, please contact Ogier in Luxembourg.
Laurent Thailly
Partner | Legal
Luxembourg Legal Services
Partner
Luxembourg Legal Services
Ogier is a professional services firm with the knowledge and expertise to handle the most demanding and complex transactions and provide expert, efficient and cost-effective services to all our clients. We regularly win awards for the quality of our client service, our work and our people.
This client briefing has been prepared for clients and professional associates of Ogier. The information and expressions of opinion which it contains are not intended to be a comprehensive study or to provide legal advice and should not be treated as a substitute for specific advice concerning individual situations.
Regulatory information can be found under Legal Notice
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