On January 28 2005, the Luxembourg government adopted a Bill
of Law to implement the EU Prospectus Directive, which is due
to be implemented by June 30 2005.
The goal of the Directive is to create common standards for
the issue of securities in the EU and to allow passporting of
approved prospectuses throughout the EU. The Prospectus
Directive applies where EU and non-EU issuers want to offer to
the public or list securities admitted to a regulated market in
After implementation of the Prospectus Directive,
prospectuses will have to comply with the Prospectus Directive
and the Commission Regulation (EC) 809/2004 implementing the
Prospectus Directive (to become directly effective on July 1
2005), which will replace the legislation now in effect (that
is, the grand-ducal regulation of December 28 1990).
By implementing the Prospectus Directive into national law,
the definition of the concept of offer of securities to the
public will change. The Commission de Surveillance du
Secteur Financier will be the authority in charge of reviewing
and authorizing prospectuses, formerly the remit of the
Luxembourg stock exchange.
The Bill also foresees the possibility for the Luxembourg
Stock Exchange to organize an alternative market aimed at
international issuers who do not want to be subject to the
Prospectus Directive. The Luxembourg stock exchange has
recently announced its decision to set up an alternative
market, which should be launched concurrently with the
implementation of the Prospectus Directive. It is expected that
the rules for this market will be similar to those that govern
the existing regulated market in Luxembourg.