The Luxembourg Stock Exchange (“LuxSE”) has recently published two sets of updates to its Rules & Regulations (“R&R”)
January 2025 Update – aligning with the Listing Act
On 9 January 2025, LuxSE published revised R&R to reflect recent amendments to the Prospectus Regulation introduced by the EU Listing Act (adopted on 14 November 2024). While several amendments will only enter into force in 2026, the following have been applicable since 4 December 2024:
Increased threshold for exemption for fungible securities
Previously, the exemption from publishing a prospectus applied to securities fungible with those already admitted to trading, provided the newly issued amount did not exceed 20% of existing securities over 12 months. The threshold has now been raised to 30%, as reflected in Rule 203.3.2 of the LuxSE R&R.
Expanded exemption for non-equity securities issued by credit institutions
Credit institutions were formerly exempt from prospectus requirements when issuing non-equity securities in a continuous or repeated manner, provided the total issuance over 12 months did not exceed EUR 75 million. This limit has now been increased to EUR 150 million (see Rule 203.3.9 of the LuxSE R&R).
March 2025 Update - launch of Euro MTF Specialist Securities Segment and clarifications on FastLane and Third-Country Equivalent Markets
On 20 March 2025, LuxSE published further revised R&R introducing enhancements to its listing framework
With this latest update, the LuxSE unveiled a new segment on its Euro MTF market, known as the Euro MTF Specialist Securities Segment ("EM3S"). This new platform is tailored for specific financial instruments and carefully navigates the interplay between investor protection and certain issuers' requirements for safeguarding sensitive details about their financial products and investment approaches.
EM3S offers issuers the ability to safeguard sensitive details – such as investment strategies and payout structures – while remaining fully compliant with regulatory standards. The key features of this segment include:
- No public disclosure of listing documents
- Minimal mandatory information displayed online
- No prospectus approval required
Only professional investors are permitted to access securities listed under EM3S, with retail investors strictly excluded. Issuers have complete control over who can review additional documentation, ensuring confidentiality is upheld. Despite its unique features, EM3S adheres to the same ongoing responsibilities and fee structure as the traditional Euro MTF market.
The admission process is designed to be fast and efficient with issuers only being required to submit an admission form and a letter of undertaking; the approval process being typically only 2-3 days.
Once admitted, only essential information required under MiFID will be displayed on the LuxSE website.
EM3S is governed by Rule 402 in Chapter 4 of Part 2 of the R&R, with new definitions added to Part 0. Structural updates and renumbering were made across relevant chapters.
LuxSE also has introduced notable improvements to its FastLane admission framework, simplifying the listing process for debt securities on the Euro MTF market. Under this refined system, issuers with shares already traded on an EU-regulated market or an equivalent third-country market are exempted from undergoing formal prospectus approval, streamlining access to the market.
Finally, the updated R&R now clearly distinguish LuxSE’s equivalence evaluations from those conducted by external authorities, such as the European Commission. LuxSE independently carries out these assessments, within the applicable national and European legal frameworks.
FastLane and equivalence assessment updates include amendments to Rule 203.2.11, Rule 401.11, and Appendices III, VI, and VIII of the R&R.
The most recent R&R are available on the LuxSE website here.
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