[Last updated: 1 January 2024, unless otherwise noted]
Subsequent to the initial listing, the issuer is required to report to the public on financial information, information on major shareholdings (for shares), inside information, insider dealings, and other information deemed to be relevant for investors under applicable Luxembourg rules. The extent of the obligation depends on the nature of the securities admitted to trading and also on the Luxembourg market.
The main reporting and disclosure obligations are:
- Periodic financial reporting:
Link to Table
- The CSSF may exempt a foreign issuer from the obligation to comply with the Luxembourg law requirements, if it considers that the jurisdiction of the issuer provides periodic financial reporting equivalent to Luxembourg law requirements.
- Convening notice of meetings of securities holders.
- Inside information and insiders’ dealings:
- Rules on inside information and insider dealings are laid down by, among others, the law dated 23 December 2016 on market abuse and Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse.
- Inside information means information of a precise nature which has not been made public, relating, directly or indirectly, to one or more issuers of financial instruments or to one or more financial instruments and which, if it were made public, would be likely to have a significant effect on the price of those financial instruments or on the price of related derivative financial instruments.
- Insider dealings are transactions in the securities of an issuer listed on a market of the LuxSE, by persons working for the issuer and having access to inside information, for the own account of these persons, or on behalf of this parties.
- Issuers of securities listed on a Luxembourg market have the obligation to establish and regularly update a list of insiders.
- The violation of the disclosure obligation of inside information may be punished by a maximum fine of €1,000,000 (approximately US$1.11 million) in respect to a natural person and a maximum fine of €2,500,000 (approximately US$2.76 million) or 2% of its total annual turnover according to the last available accounts approved by the management body.
- Acquisition and disposal of major holdings in the share capital of the issuer of shares listed on the LuxSE.
- Changes to rights of securities holders.
- Additional ongoing disclosure obligations for issuers whose securities are listed on the Regulated Market include:
- Contemplated changes to the constitutional documents to be provided to the European regulator having authority and the LuxSE.
- Issue of new debt securities listed on the regulated market.
Filing and dissemination of disclosures
Different publication and filing regimes apply depending on the Luxembourg market where the securities are listed, and if the securities are listed on the Regulated Market, whether Luxembourg is the home Member State of the issuer for purposes of the law dated 11 January 2008 on transparency obligations of securities issuers, as amended.
For Euro MTF listings, disclosures and reporting information must be sent to the LuxSE via email and published either on the website of the LuxSE, or in a Luxembourg newspaper, or by any other equivalent mean.
For Regulated Market listings, if Luxembourg is the Home Member State, disclosures and reporting information must be provided to the CSSF, stored on the website of the Officially Appointed Mechanism (which in Luxembourg is the LuxSE’s website), and disseminated via a media having European reach (the LuxSE offers dissemination services which meet this standard).