On 29 April 2020, the CSSF published an updated version of its FAQ (the “Updated FAQ”) on the Luxembourg law and Grand-Ducal Regulation of 11 January 2008 on transparency requirements for issuers, as amended (the “Transparency Law” and the “Grand-Ducal Transparency Regulation”, respectively).
With this update, the CSSF now addresses the question whether issuers benefiting from the exemption under Article 7 of the Transparency Law have to publish their annual financial reports in the “European Single Electronic Format” (“ESEF”).
Commission Delegated Regulation (EU) 2019/815 of 17 December 2018 supplementing Directive 2004/109/EC with regard to regulatory technical standards on the specification of a single electronic reporting format (the “ESEF Delegated Regulation”) imposes on all issuers who are subject to the obligations of Article 3 of the Transparency Law the requirement to prepare their annual financial reports in XHTML (Extensible Hypertext Markup Language), which is human readable and can be opened with any standard web browser. This requirement applies from 1 January 2020.
Pursuant to Article 7 of the Transparency Law, the following issuers are exempted from the obligation under Article 3 of the same law to publish their annual financial report:
- States, regional or local authorities of a State, public international bodies of which at least one Member State of the European Union is a member, the European Central Bank, the European Financial Stability Facility, certain other stability mechanisms and Member States’ national central banks; and
- issuers exclusively of debt securities admitted to trading on a regulated market, the denomination per unit of which is at least EUR 100,000,
(the “Exempted Issuers”).
With respect to Exempted Issuers who anyway publish their annual financial reports (voluntarily or in order to comply with another legal or regulatory requirement), the CSSF has confirmed that such annual financial reports do not need to comply with the ESEF Delegated Regulation.
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