FastLane admission to trading on the EuroMTF in Luxembourg

The Luxembourg Stock Exchange (the "LuxSE") decided to exempt the admission of certain types of securities to trading on the EuroMTF market from the requirement to produce a prospectus. The so-called "FastLane admission process" is of particular interest to issuers whose shares are admitted to trading on certain regulated markets and intending to list debt securities in the EU.

FastLane admission and its conditions

A mandatory prospectus approval is no longer required by the LuxSE for the admission to trading of the following types of securities:

• Non-equity securities and equity convertible bonds issued by Issuers whose shares are admitted to trading on an EU regulated market or equivalent;
• Non-equity securities issued or guaranteed by states (EU Member States excluded), their regional or local authorities;
• Non-equity securities issued or guaranteed by EU Member States' regional or local authorities;
• Non-equity securities issued by multilateral institutions which are not public international bodies and of which at least one OECD Member State is a member;
• Securities issued by central banks; or
• Securities issued by associations with legal status or non-profit-making bodies, recognized by a Member State or an OECD Member State, in order to obtain the means necessary to achieve their non-profit-making objectives.

Admission to trading of these types of securities will now be made on the basis of the new chapter IV to the Part II of the LuxSE rules and regulations (the "ROI") by way of submission of (i) an admission document containing the terms and conditions of the relevant securities (the "Admission Document") and (ii) an application form which must include public sources of information about the issuer and the securities (the "Application Form"). The Admission Document must be prepared in an electronic and searchable format whilst the Application Form is standardised and can be found on the LuxSE website.

Procedure

The draft Admission Document should be submitted to the LuxSE at least three business days prior to the expected listing date. The final version of the Admission Document must be submitted for publication on the date of the beginning of the admission to trading.

The Admission Document will not be approved by the LuxSE. Thus, as opposed to a prospectus review, such process for admission to trading promises faster than usual treatment of the admission request. However, it is worth noting that the LuxSE may require the submission of any supplemental documents requisite for the examination of the request, depending on the particularities of the issuance and the financial position of the issuer or guarantor.

The new admission process is particularly interesting for any issuers whose shares are already admitted to trading on an EU regulated market or a market considered as equivalent. Such issuers may now list debt securities on the EuroMTF of the LuxSE without even having to present a short-form prospectus. For the purposes of the admission of securities to the EuroMTF, regulated markets in the UK or Switzerland should be considered by the LuxSE as equivalent.

Notwithstanding the above, issuers may still chose to submit a prospectus for approval by the LuxSE on a voluntary basis.

Ongoing disclosure obligations

The exemption from the obligation to publish a prospectus as described above does not however affect the issuer's disclosure obligations which may apply following admission to trading, including pursuant to the Regulation (EU) No 596/2014 on market abuse (the "MAR").

Different exemption options

The ROI already contained certain exemptions from the general requirement to publish a prospectus, among others, on the basis of item 203.3 of the ROI. The new FastLane admission process merely complements the existing system.

Alternative listing options

It is also reminded that issuers may opt for a lighter disclosure regime if they chose to admit their securities to trading on a Professional investors Segment of the Euro MTF market (i.e. where trading is restricted to professional investors within the meaning of MiFID II). In such a case, ongoing disclosure obligations are less onerous and issuers do not usually have to publish their annual financial reports irrespective of the per unit denomination of the securities. However, a standard prospectus will be required in such a case. More information on the Professional Investor Segment can be found in our dedicated briefing.

Finally, for issuers who are looking to gain visibility but may not require admission to trading, the LuxSE also offers an alternative to regular listing process through admission to its Securities Official List (the "SOL"). Admission to the SOL involves a registration of securities on the LuxSE Official List, however, it does not include admission to trading of such securities on the LuxSE. Prospectus approval is not required for the admission to the SOL and the applicable disclosure regime is significantly lighter. Neither the Directive 2004/109/EC on the harmonisation of transparency requirements nor the MAR apply to such listing. For more information, please refer to our briefing on the subject of alternative listing options.

Summary

Whilst the LuxSE offers a variety of solutions for issuers looking to issue their securities within the European Union, the new FastLane admission process significantly extends the existing exemptions as in many cases no prospectus approval will be required at all, as well as it promises a very efficient treatment of the request within three business days.

Please do not hesitate to contact us for more information.

Authors: Fabien Debroise, Partner; Markus Waitschies, Senior Expertise Lawyer; Anna Kozakiewicz, Associate