[Last updated: 1 January 2024, unless otherwise noted]

Listing application

In connection with a listing to the LuxSE or the Euro MTF, among others, the following documents must be included in the application:

• Draft prospectus.
• Constitutional documents of the issuer and the guarantors, if any.
• Certified copy of the minutes relating to the decision of the issuer and the guarantors, if any, approving the issuance of the securities.
• Placement agreement / underwriting agreement, if any, and when available.
• Annual reports of the issuer and the guarantors, if any, for the three last financial years, together with the latest financial statements published by the issuer and the guarantor, as the case may be.
• Copy of the agreements or any other document governing the representation of the holders of securities, if any.
• Standard application form and letter(s) of undertaking on the compliance with applicable securities law and listing rules requirements.
• List of the issuer's beneficial owner(s), including their country(ies) of residence.

Prospectus

The content of the prospectus depends mainly on whether the issuer is private or sovereign, the type of securities listed and, in the case of an offering, the investors to whom the securities are offered. Exemptions from the obligation to publish a listing prospectus, or to provide certain information in the prospectus, are available for listings of certain securities on the LuxSE and/or the Euro MTF, including, for example:

• An exemption from the obligation to have a new prospectus approved in Luxembourg is available for listing applications to the Regulated Market when:
  • the securities, or securities of the same kind, are already admitted to trading for at least 18 months on another Regulated Market (within the meaning of Directive 2014/65/EU on Markets in Financial Instruments) established in the European Economic Area;
  • an offering document was approved and published in accordance with applicable regulatory requirements;
  • the issuer complies with its obligations resulting from trading on the primary market, and
  • a summary of the prospectus is published in Luxembourg.
• The listing of additional shares, representing over a period of 12 months less than 20% of the shares of the same class already listed on a Luxembourg market.

An exemption from the obligation to include the financial statements of the guarantors in a debt securities listing prospectus may be granted on a case-by-case basis if: (i) the guarantees concerned are unconditional and irrevocable; (ii) the guarantor subsidiaries represent at least 75% of net assets or of the group’s EBITDA, and (iii) the prospectus includes a description of the reasons for the omission of separate financial information for the subsidiaries concerned under the section relating to risk factors.

A prospectus for securities listed on the Regulated Market must comply with the requirements of the law dated 16 July 2019 on prospectuses, as amended, for securities and Regulation (EU) 2017/1129 (itself amended by Regulation (EU) 2021/337 of 16 February 2021 as regards the EU Recovery prospectus and targeted adjustments for financial intermediaries). A prospectus for securities listed on the Euro MTF must comply with the requirements of the rules and regulations of the LuxSE. Both sets of rules provide that the prospectus must include, notably:

• A description of the issuer.
• A description of the securities offered, including a description of the underlying assets, if any.
• The risks linked to the securities.
• The conditions of the listing.
• A comparison of the historical financial information of the issuer and/or the guarantor of the securities and/or the issuer’s group.

Prospectuses for Euro MTF listings require less detailed disclosures than for a Regulated Market listing.

Financial information

Financial statements for the three past financial years must be provided with the listing application. In addition, interim financial statements must be prepared if the last approved financial statements are dated more than nine months after the end of the last audited financial year. If such interim financial information is unaudited, it must be stated in the prospectus.

For listings on the Regulated Market, the financial statements must be prepared under IFRS, or under US, Canadian, Chinese, Korean or Japanese GAAP, which have been deemed equivalent to IFRS by the European Commission, or for a limited period, under Indian GAAP, which are either converging with or are to be replaced by IFRS.

For Euro MTF listings, the financial statements may be prepared under GAAP applicable in the home jurisdiction of the issuer, but in that case the LuxSE may request a summary of differences between the GAAP applicable in the home jurisdiction of the issuer and IFRS to be included in the prospectus.

Language

The prospectus and the listing application documentation may be filed in English or in one of the official Luxembourg languages (Luxembourgish, French and German).

Typical process and timetable for listing of shares of a foreign company on the Regulated Market.

Link to Timetable

Note: for admission to listing of debt securities, whether on the Regulated Market or the Euro MTF the process and timetable are comparable, save that the prospectus approval may be shortened to 1 to 3 weeks.