On 1 March 2021, the CSSF launched its new digital portal for the submission of prospectuses and related supplements and notification requests – the “e-Prospectus”.
Background
The CSSF, as the national competent authority for the examination of approval and notification requests within the framework of Regulation (EU) 2017/1129 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 “Prospectus Regulation”) and of the Law of 16 July 2019 on prospectuses for securities (the “Prospectus Law”), had previously put in place a mechanism for the submission of prospectuses and relating documents, as well as notification requests, via email, using specific forms available on the CSSF website.
Key changes
The e-Prospectus replaces the pre-existing procedure of submission via email by an interactive digital portal.
This is another step forward for the CSSF in its journey towards digitalisation. In preparation for the launch of the e-Prospectus, the CSSF issued Circular 21/766 (currently only available in French), which updates Circular CSSF 19/724 on technical specifications regarding the submission to the CSSF of documents within the framework of the Prospectus Regulation and the Prospectus Law (the “Prospectus Circular”), by explaining the new process.
Going forward, applications for approval of prospectuses pursuant to the Prospectus Regulation and Prospectus Law must be made via the e-Prospectus. This also applies to supplements to those prospectuses and notification requests (for passporting to other EU jurisdictions). On the other hand, the process for filing final terms under a base prospectus has not changed. Final terms shall continue to be filed by email using the form available here.
Access to the “e-Prospectus”
In order to access and use the e-Prospectus, users must first create an e-Prospectus account. To create an e-Prospectus account, users will need a LuxTrust authentication certificate issued by the Luxembourg certification authority, LuxTrust. A LuxTrust certificate guarantees via different products (such as a token or mobile app) the identity and authentication of the user. Each certificate will be linked to a specific e-Prospectus account and will be valid for three years. Most Luxembourg residents are already in possession of a LuxTrust certificate as one is generally required in order to access the online banking portals of Luxembourg banks as well as for other online administrative matters (e.g. filing of tax returns). Non-residents can also obtain a LuxTrust certificate and further information is available here.
Who is concerned
Anyone intending to submit applications for prospectus approval, to add documentation connected with such applicable, to see the CSSF feedback and to follow the progress of their file, will need an e-Prospectus account and therefore a LuxTrust certificate.
It follows that the new regime is most relevant for depositors/filing agents who will need to take immediate action to set up their e-Prospectus account. Issuers whose applications are filed via a law firm or a third-party depositor may also wish to create an e-Prospectus account so that they can access the application which has been filed on their request.
Importantly, each individual person needs to have his/her own e-Prospectus account and therefore, his/her own LuxTrust certificate. However, to facilitate working with other team members on a file, it is feasible to enter the email addresses of others in the contact data list; in doing so, team members have access to the file (using their own e-Prospectus account) and receive CSSF emails relating to the file.
Further guidance from the CSSF on the practical aspects of the e-Prospectus is available here.
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