Listing of bonds on the Luxembourg Stock Exchange

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Our services

Our Capital Markets team provides the full range of listing agency services and can assist you with all the

steps of the listing process, from: (i) the drafting of the listing prospectus (in order to ensure compliance

with applicable rules and regulations); and (ii) the preparation and review of the application file; to (iii)

the coordination of the prospectus approval/listing application request with the relevant authorities, i.e.

the Commission de Surveillance du Secteur Financier (the Luxembourg Supervisory Commission of the

Financial Sector) and/or the Luxembourg Stock Exchange (including assistance with any regulatory issues

that may arise during the listing process).

Our Capital Markets team also provides advice and assistance in connection with all ongoing reporting and

disclosure obligations that may result from the listing of securities on one of the markets operated by the

Luxembourg Stock Exchange.

Loyens & Loeff is an associate member of the International Capital Market Association (ICMA).

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1. The Luxembourg Stock Exchange

Over the years Luxembourg has become a renowned financial centre, with an innovative and favourable legal and tax

framework tailored in response to the ever growing interest in its securities markets. As a result of this favourable legal

and regulatory environment and its customer-oriented and flexible approach to the securities industry, the Luxembourg

Stock Exchange (the LuxSE) has become an attractive international marketplace.

The LuxSE, which was created in 1927, operates two markets: (i) a regulated market within the meaning of Directive

2004/39/EC on markets in financial instruments, as amended (MiFID) (the Regulated Market) and (ii) a multilateral

trading facility (the Euro MTF). The LuxSE has from its inception always offered an innovative marketplace for

international issuers and for a large range of securities. According to recent figures published by the LuxSE, the markets

it operates combine over 40,000 quotation lines of securities, of which more than 26,000 are debt securities, from over

3,000 issuers in more than 100 countries.

2. Reasons for listing bonds on the Luxembourg Stock Exchange

There are many reasons for obtaining a listing which usually aim at:

• raising funds for business growth;

• increasing liquidity for an issuer’s securities;

• granting visibility and more security to investors; and/or

• providing investors with certain tax and/or regulatory advantages.

By offering an attractive environment for issuers, and by having the broadest range of securities listed in Europe, the

LuxSE has gained strong market recognition and its know-how enjoys a high reputation among international issuers.

The LuxSE offers professional customer-oriented services by providing a fast, flexible and secured listing process as

well as competitive fees. Furthermore, issuers and investors in Luxembourg benefit from strong and stable regulatory

and tax frameworks, in line with European Union directives and regulations.

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3. Markets operated by the Luxembourg Stock Exchange

At present the LuxSE operates two markets: (i) the Regulated Market, which qualifies as an European Union regulated

market within the meaning of MiFID; and (ii) the exchange regulated market called Euro MTF, set up in 2005 as a multilateral

trading facility within the meaning of MiFID, which provides an alternative market to the European Union regulated markets.

The Regulated Market falls within the scope of various European Directives (in particular Directive 2003/71/EC, as

amended (the Prospectus Directive)1 and Directive 2004/109/EC, as amended (the Transparency Directive))2 and offers

the possibility for issuers to benefit from the European passport which, on the basis of an already approved Prospectus

Directive-compliant prospectus, allows them to apply for the admission to listing and trading of these securities on the

regulated market of another Member State of the European Union.

As opposed to the Regulated Market, issuers applying for a listing on the Euro MTF may not benefit from the European

passport. However, as the Euro MTF lies outside the scope of the Prospectus Directive and the Transparency Directive,

issuers having securities admitted to trading on the Euro MTF are bound by less costly and stringent requirements.

Additionally, securities listed on the Euro MTF are eligible for Eurosystem collateral operations.

1 Implemented in Luxembourg by the law dated 10 July 2005 on prospectuses for securities, as amended (the Prospectus Law).2 Implemented in Luxembourg by the law dated 11 January 2008 on transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market, as amended (the Transparency Law).

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4. Listing requirements

The listing requirements are laid down in the Rules and Regulations of the Luxembourg Stock Exchange (the Rules).

The table below summarises the requirements for the listing of bonds on any one of the markets operated by the LuxSE.

Regulated Market / Euro MTF

Competent authority to decide on the application for listing and

admission to tradingLuxSE

Number of bonds All bonds of the same class must be listed

Negotiability of the bonds Freely transferable

Minimum distribution to the public (free float) Not applicable

Minimum issue amount EUR 200,000

Operating history No minimum operating history required

Convertible bonds, exchangeable bonds and bonds with warrants

attached

The underlying shares must have been admitted or be admitted at the same time to listing on the LuxSE, or on another market that operates in a legitimate,

recognised and open manner

Clearing and settlement Yes (via systems recognised by the LuxSE, i.e. Euroclear, Clearstream, LuxCSD and BNY Mellon CSD)

5. Application file

An application file must be submitted to the LuxSE, containing in particular a copy of the draft listing prospectus and the

relevant application forms, together with the supporting documents laid down in the Rules.

A request for the admission to trading of bonds on one of the markets operated by the LuxSE is deemed to be simultaneously

an application for admission to the Official List of the LuxSE.

While an application for the listing of bonds on the Regulated Market will require the prior approval by the Commission

de Surveillance du Secteur Financier, the Luxembourg supervisory commission of the financial sector (the CSSF), of a

prospectus drawn up in accordance with Regulation (EC) No. 809/2004, as amended (the Prospectus Regulation), an

application for a listing on the Euro MTF will require the prior approval by the LuxSE of a prospectus drawn up in accordance

with the Rules.

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The table below provides a non-exhaustive summary of the information that a listing prospectus should contain.

Regulated Market Euro MTF

Competent authority for the approval of the prospectus CSSF LuxSE

Contents of the prospectus

Prospectus drawn up in accordance with the Prospectus Regulation

Information to be provided in the prospectus is less detailed if the bonds have a minimum denomination per unit

of at least EUR 100,000

Prospectus drawn up in accordance with the Rules

Information to be provided in the prospectus is less detailed if the bonds

qualify as Eurobonds or have a minimum denomination per unit of at least

EUR 100,000 (as defined by the Rules)

Prospectus language English, German, French or Luxembourgish

English, German, French or Luxembourgish

Annual financial information 2 years2 years

Summarized information if bonds qualify as Eurobonds (as defined by the Rules)

Half-yearly information

Yes, if annual accounts are older than 9 months or if half-yearly accounts

have already been published by the issuer (not required if the bonds have a minimum denomination per unit of at

least EUR 100,000)

Yes, if annual accounts are older than 9 months (not required if the bonds have a minimum denomination per unit of at

least EUR 100,000)

Quarterly financial information

Yes, if published by the issuer (not required if the bonds have a minimum

denomination per unit of at least EUR 100,000)

Not required

Financial information must be prepared in IFRS

Yes (or equivalent for non EEA issuers) No, national GAAP are accepted

Financial information must be audited Yes Yes

In case of bonds guaranteed by a guarantor, disclosure on the

guarantor as if he was the issuer of the bonds

Yes (limited derogations are available) Yes (derogation possible in certain circumstances)

If the bonds are convertible, exchangeable or with warrants

attached, provide information on the issuer of the underlying shares

as if he was the issuer of the bonds

Yes Yes

Passporting of the prospectus possible Yes No

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6. Listing fees

Fees levied by the CSSF and/or the LuxSE vary depending on the type of listing which is applied for, the nature of the

issuer and whether it is a first listing or not. The table below provides an example of applicable fees in the case of an

ordinary issuer, i.e. not a supra-national issuer, applying for a first listing of bonds under a standalone issue.3

Regulated Market Euro MTF

Visa fees for prospectus approval EUR 5,000 (levied by the CSSF)

EUR 2,000 (levied by the LuxSE)

One-off listing fees due to the LuxSE EUR 600 EUR 600

Annual maintenance fees payable to the LuxSE

(increases depending on the issue amount)

Starting from EUR 440 (for an issue amount equal to or lower

than EUR 50,000,000)

Starting from EUR 440 (for an issue amount equal to or lower

than EUR 50,000,000)

3 All information regarding the relevant applicable fees may be found on the website of the LuxSE at the following address: https://www.bourse.lu/listing-fees.

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7. Ongoing and periodic reporting and disclosure obligations

Once the listing is effective, issuers will be subject to ongoing and periodic disclosure and reporting obligations. These

obligations vary depending on which market the bonds are listed on and they will generally be more stringent and costly

in the case of bonds listed on the Regulated Market. Those obligations derive from the Transparency Law,4 the law dated

9 May 2006 on market abuse, as amended (the Market Abuse Law) and the Rules in the case of bonds listed on the

Regulated Market, or solely from the Rules in case of bonds listed on the Euro MTF.

The tables below provide a non-exhaustive summary of certain ongoing and periodic disclosure and reporting obligations

applicable to issuers with bonds listed on one of the markets operated by the LuxSE.

Regulated Market

References Nature of the information Timing for reporting and disclosure

Reporting obligations

Rules Information relating to securities and corporate events

As soon as possible, but before the events affecting the bonds or relating

to corporate matters take place

Rules Information concerning the bonds which must be disclosed by the issuer

By the deadline for making public and filing such information at the latest

RulesAll information deemed useful for the protection of bondholders and for the

due and proper operation of the marketAs soon as possible

Disclosure obligations

Transparency Law Publication of annual financial reports (IFRS or equivalent) Within four months after year-end

Transparency Law Publication of half-yearly reports(IFRS or equivalent) Within three months after half year-end

Transparency Law Publication of changes to the bondholders’ rights Without delay

Market Abuse LawPublication of inside information

(subject to certain conditions such, publication may be delayed)

Promptly

4 To the extent Luxembourg is the issuer’s Home Member State within the meaning of the Transparency Law.

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Euro MTF

References Nature of the information Timing for reporting and disclosure

Reporting obligations

Rules Information relating to securities and corporate events

As soon as possible, but before the events affecting the bonds or relating

to corporate matters take place

Rules Information concerning the bonds which must be disclosed by the issuer

By the deadline for making public and filing such information at the latest

RulesAll information deemed useful for the protection of bondholders and for the

due and proper operation of the marketAs soon as possible

Disclosure obligations

RulesPublication of annual financial reports

but exemptions are available (national GAAP, IFRS or equivalent)

As soon as possible

Rules Publication of redemption or repayment notices Promptly

Rules Publication of changes to the bondholders’ rights Promptly

Rules Publication of price-sensitive information Promptly

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Contacts

● Cédric Raffoul

T +352 466 230 415

cedric.raffoul@loyensloeff.com

● Arnaud Barchman

T +352 466 230 311

arnaud.barchman@loyensloeff.com

About Loyens & Loeff

Loyens & Loeff is a leading law firm providing

comprehensive and fully integrated legal and tax advice

on corporate and commercial law, banking and finance,

investment management, M&A, private equity, real

estate, tax law and litigation in the Netherlands, Belgium,

Luxembourg and Switzerland.

Our clients include private and public companies, financial

institutions, investment funds and family offices. The firm

has six offices in the Benelux countries and Switzerland,

and seven in important financial centres of the world with

around 820 legal and tax experts.

Loyens & Loeff Luxembourg S.à r.l.

Avocats à la Cour

18-20, rue Edward Steichen

L-2540 Luxembourg

T +352 466 230

F +352 466 234

www.loyensloeff.lu

Although this publication has been compiled with great care, Loyens & Loeff Luxembourg S.à r.l. and all other entities, partnerships, persons

and practices trading under the name “Loyens & Loeff”, cannot accept any liability for the consequences of making use of this issue without their

cooperation. The information provided is intended as general information and cannot be regarded as advice.

Last updated: June 2016

www.loyensloeff.com

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