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Regulatory Mapping Disclosure Obligations Regulatory Mapping Disclosure Obligations 2020 Disclaimer This Document as well as any information contained herein is provided for general information purposes only. The content of the Document focuses on the main initial, ongoing or ad hoc disclosure obligations applicable under Union law. Although the Luxembourg Stock Exchange (LuxSE) has made all reasonable efforts to ensure that the Document is accurate and not misleading, the LuxSE does not accept any responsibility or liability of any kind whether for the accuracy, reliability or completeness of the Document or for any action taken or refrained from being taken or any results obtained based on the use of the Document. Under no circumstances will the LuxSE be liable for any loss or damage caused by reliance on any opinion, advice or statement made in the Document. The Document does not constitute and is not construed as any kind of advice, recommendation, undertaking or commitment from or on behalf of the LuxSE and should not be relied upon in that regard. The Document shall not be a substitute for own researches, investigations and verifications and does not replace appropriate professional advice or the consultation of legal counsel. Information in this Document is subject to change without notice. Regulatory Mapping Disclosure Obligations • 2020 1 Table of Contents 1 Definitions 3 5 Legal Entity Identifier 18 2 Prospectus rules 5 6 Rules and Regulations of the LuxSE 19 Prospectuses approved by the CSSF 5 7 Services offered by the LuxSE 21 Prospectuses approved by the LuxSE 7 Financial News Service 21 3 Transparency Directive 8 Officialy Appointed echanismM 21 Periodic information 8 Financial Instruments Reporting Services Tool 21 Annual financial reports 9 Half-yearly financial reports 9 Legal Entity Identifier 22 Report on payments to governments 9 Exemptions 9 Perma Link Upload Service 22 Ongoing information 10 Support 22 Major holdings 10 Additional information 10 Summary table of LuxSE services 23 Information for the holders of securities 10 Disclosure rules 11 Regulated information 11 Effective dissemination 11 Storage with an OAM 11 Filing with the CSSF 11 4 Market Abuse Regulation 12 Public disclosure of inside information 12 Inside information 12 Disclosure to the public 13 Insider lists 14 Managers’ transactions 14 Whistleblowing policy 14 Prohibition of insider dealing, unlawful disclosure of inside information and market manipulation 15 Insider dealing 15 Unlawful disclosure of inside information 15 Market manipulation 15 Exemptions 16 Market sounding 17 Regulatory Mapping Disclosure Obligations • 2020 2 Definitions 1 AML/KYC Anti-money laundering and terrorist financing/know-your-customer 1 Definitions 2 Prospectus rules AML Laws All European directives and regulations, all Luxembourg laws and CSSF circulars that are applicable to the fight against money 3 Transparency Directive laundering and terrorist financing 4 Market Abuse Regulation Beneficial The beneficial owner of an issuer or a member (as the case may be), 5 Legal Entity Identifier Owner that is to say in accordance with the AML Laws, the individual who ultimately owns or controls the relevant Issuer or Member 6 Rules and Regulations of the LuxSE CSMAD Directive 2014/57/EU of the European Parliament and of the Council of 16 April 2014 on criminal sanctions for market abuse, as amended, 7 Services offered by the LuxSE supplemented and replaced from time to time CSSF Commission de Surveillance du Secteur Financier, the supervisory authority of the Luxembourg financial sector Document The present Regulatory Mapping document on the main initial, ongoing or ad hoc disclosure obligations under Union law ESEF European Single Electronic Format ESMA European Securities and Markets Authority Grand-Ducal Regulation Grand-ducal regulation of 11 January 2008 on transparency on Transparency requirements for issuers of securities, as amended, supplemented and replaced from time to time ITS 2016/1055 Commission implementing regulation (EU) 2016/1055 of 29 June 2016 laying down implementing technical standards with regard to the technical means for appropriate public disclosure of inside information and for delaying the public disclosure of inside information, as amended, supplemented and replaced from time to time Luxembourg Luxembourg act dated 23 December 2016 on market abuse, Market Abuse Act as amended, supplemented and replaced from time to time Luxembourg Luxembourg act dated 16 July 2019 on prospectuses for securities, Prospectus Act as amended, supplemented and replaced from time to time Luxembourg Luxembourg act dated 11 January 2008 on transparency requirements, Transparency Act as amended, supplemented and replaced from time to time LuxSE Luxembourg Stock Exchange Market Abuse Regulation (EU) No 596/2014 of the European Parliament Regulation and of the Council of 16 April 2014 on market abuse, as amended, supplemented and replaced from time to time MiFID II Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, as amended, supplemented and replaced from time to time MiFIR Regulation (EU) 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, as amended, supplemented and replaced from time to time Regulatory Mapping Disclosure Obligations • 2020 3 Definitions 1 OAM Officially appointed mechanism 1 Definitions 2 Prospectus rules Prospectus Regulation (EU) 2017/1129 of the European Parliament and of the Council Regulation of 14 June 2017 on the prospectus to be published when securities 3 Transparency Directive are offered to the public or admitted to trading on a regulated market, as amended, supplemented and replaced from time to time 4 Market Abuse Regulation 5 Legal Entity Identifier RTS 17 Commission Delegated Regulation (EU) 2017/568 of 24 May 2016 supplementing Directive 2014/65/EU of the European Parliament and 6 Rules and Regulations of the Council with regard to regulatory technical standards for the of the LuxSE admission of financial instruments to trading on regulated markets, 7 Services offered as amended, supplemented and replaced from time to time by the LuxSE Transparency Directive 2004/109/EC of the European Parliament and of the Council Directive of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market, as amended, supplemented and replaced from time to time All terms not defined herein but defined in the legal texts referred to in the present Document shall have the meaning ascribed to them in the legal text that is relevant in the context in which such term is used. Regulatory Mapping Disclosure Obligations • 2020 4 Prospectus rules 2 Prospectuses approved by the CSSF 1 Definitions 2 Prospectus rules Although the Prospectus Regulation is directly applicable in Luxembourg, certain provisions Prospectuses approved require implementation into Luxembourg Law through the Luxembourg Prospectus Act. by the CSSF The Luxembourg Prospectus Act also provides for Luxembourg specific rules regarding Prospectuses approved prospectuses for securities. The CSSF is the competent authority for prospectuses relating to by the LuxSE issuances of securities to be admitted to trading on the regulated market that fall into the scope of the Prospectus Regulation. In addition thereto the CSSF is also competent for public offers 3 Transparency Directive of securities that are exempted under the Prospectus Regulation but that fall into the scope 4 Market Abuse Regulation of Part III of the Luxembourg Prospectus Act. 5 Legal Entity Identifier Without prejudice to the exemptions set out in the Prospectus Regulation and the Luxembourg 6 Rules and Regulations Prospectus Act, every person offering securities to the public in the Union or requesting the of the LuxSE admission of securities to trading on a regulated market situated or operating within the Union 7 Services offered must produce a prospectus in accordance with the provisions of the Prospectus Regulation. by the LuxSE Subject to certain content specific rules, a prospectus shall contain the necessary information which is material to an investor for making an informed assessment of: • the assets and liabilities, profits and losses, financial position, and prospects of the issuer and of any guarantor; • the rights attaching to the securities; and • the reasons for the issuance and its impact on the issuer. This information may vary depending on certain conditions set out by the Prospectus Regulation. A prospectus shall not be published unless the relevant competent authority has approved it. Once approved, the prospectus shall be made available to the public by the issuer, the offeror or the person asking for admission to trading on a regulated market at a reasonable time in advance of, and at the latest at the beginning of, the offer to the public or the admission to trading of the securities involved. According to the Prospectus Regulation, information may be incorporated by reference in a prospectus where it has been previously or simultaneously published electronically. When incorporating information by reference, issuers, offerors or persons asking for admission to trading on a regulated market shall ensure accessibility of the information. In particular, a cross-reference list shall be provided in the prospectus in order to enable investors to identify easily specific items of information, and the prospectus shall
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