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

Issuers from all jurisdictions and industries are in principle acceptable for a listing on the LuxSE.

The main listing admission criteria on the LuxSE are:

• A regulator-approved prospectus.
• Audited historical financial statements: 3 years for equity securities, 2 years for debt securities. Exemption from the obligation to provide historical financial statements is generally granted to special purpose vehicles. Interim financial statements and pro forma financial statements may also be required. The form and content of the financial information depends on the type of securities and the Luxembourg market where they will be listed.
• Additional criteria based on the type of securities issued. Specifically:
  • Shares: (i) the foreseeable stock market capitalization of the shares to be listed must be at least €1 million (approximately US$1.11 million) or the equivalent amount in another currency, and (ii) the shares must be sufficiently distributed to investors so that a liquid market can develop. The shares are deemed to be sufficiently distributed if at least 25% of the subscribed capital represented by the category of shares listed is distributed to investors or when, due to the high number of shares and units of the same category and the extent of their distribution to investors, proper operation of the market is assured with a lower percentage.
  • Debt securities: (i) the minimum amount of the issuance is €200,000 (approximately US$221,000) or the equivalent amount in another currency, (ii) 2-years financial statements of the guarantors, if any.

Even though it is not expressly required under the rules and regulations of the LuxSE, the LuxSE will also expect background information on the transaction.

There are no express ownership requirements applicable to the listing of an issuer’s securities. However, for shares the obligation of a distribution sufficient for a market to develop requires that the free float is in the hands of several investors. In addition, under anti-money laundering rules, ultimate beneficial owner(s) of the issuer must be disclosed to the Luxembourg listing agent and certain other Luxembourg service providers assisting with the listing.

Luxembourg corporate governance rules do not apply to foreign issuers having their securities listed on a Luxembourg market. The Ten Principles of Corporate Governance of the LuxSE however provide that they may be used as framework by foreign issuers listed on the LuxSE. In addition, Luxembourg rules may apply incidentally to foreign issuers. For instance, for issuers established outside the European Economic Area whose shares are listed on the Regulated Market, Luxembourg law establishes the periodicity and the content of financial reporting.

In order to list securities (in particular to file the listing application), issuers are not required to have a presence in Luxembourg. It is however advisable for issuers to appoint a Luxembourg-based listing agent experienced with the filing procedure with the LuxSE (bank and/or lawyer) to assist with the listing application and with the creation of the securities in the clearing and settlement system. In addition, issuers of debt securities listed in Luxembourg must appoint a Luxembourg paying agent.

No interview with the LuxSE is required in order to list securities in Luxembourg. Information requests from the LuxSE may be dealt with by email and telephone. A meeting with the LuxSE may however be useful for transactions if the transaction’s structure is not usual. There is no express requirement for issuers to maintain a minimum number of security holders, or to maintain a minimum trading price for their securities. The LuxSE will nevertheless take into account the number of security holders and the trading price to assess whether or not there is a sufficient market for the securities, and whether the LuxSE shall consider to suspend the listing if there is no longer a sufficient market for the securities.

Issuers do not need to demonstrate a particular length of trading history in order to list their securities on a Luxembourg market.

The listed securities must be freely transferable and negotiable. There is no obligation to deposit them under escrow.

There is no restriction on the currency denomination of securities listed on either of the Luxembourg markets.