LUXEMBOURG: LuxSE Publishes Latest Version of its Rules and Regulations

Monday January 13 2025

On 9^th January 2025, the Luxembourg Stock Exchange (LuxSE) published the latest version of its Rules and Regulations (R&R) to align with the recent amendments to the Prospectus Regulation (PR) brought forward by the EU Listing Act.

Changes in the R&R ensuring alignment with the updated version of the PR

On 14 November 2024, the EU Listing Act package (Listing Act) was published in the Official Journal of the European Union. The Listing Act is comprised of, among others, an Amending Regulation introducing changes to the PR. While certain amendments introduced by the Amending Regulation will only start applying as of 2026, some changes have already been in force since 4 December 2024. These already applicable amendments relate to the following topics:

Exemption for fungible securities – Prior to the Listing Act amendments to the PR, a prospectus was not necessary if the securities being admitted were fungible with those already trading on the same market, provided they constituted less than 20% of the existing securities over a 12-month period. The amended PR (Rule 203.3.2) foresees a threshold of 30%.

Exemption for non-equity securities issued in a continuous or repeated manner by a credit institution – Prior to the Listing Act amendments to the PR, the threshold for exemption from publishing a prospectus for non-equity securities of credit institutions admitted to trading on a regulated market consisted of a total aggregated consideration in the Union of EUR 75 million, per institution, over a 12-month period. The amended PR (Rule 203.3.9) foresees a total aggregated consideration of EUR 150 million.

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