The Luxembourg Stock Exchange A prime location for listing
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www.pwc.lu/capital-markets
The Luxembourg
Stock Exchange
A prime location for listing
2012
A dominant position
1st 9,045
new listings in 2011
Ranking of the Luxembourg
Stock Exchange in terms
of listed international
bonds in Europe
3,127 103
issuers listed from jurisdictions
68 29,159
countries have at least one
6,324
share classes of
debt securities listed
issue of their sovereign
debt listed in Luxembourg UCIs listed
44,093
total securities listed
Key figures as at 31 March 2012
PwC Luxembourg
Table of contents
1 The Luxembourg Stock Exchange 2
2 Why listing? 5
3 Benefits of listing in Luxembourg 6
4 Two markets, different opportunities 7
5 Listing process 8
6 Listing fees 11
7 Continuing obligations 12
8 Our listing services 14
9 Contacts 16
The Luxembourg Stock Exchange - A prime location for listing 11. The Luxembourg Stock Exchange
In a context marked by in-depth A broad range of instruments
legal and regulatory changes, the
Luxembourg Stock Exchange is
a world-class player offering an
attractive international listing • Warrants (8,000+);
Other • International Debt (42.1% of
marketplace for a large range of • GDRs (279, mostly from India and Taiwan);
20% listed international debt
securities. With 3,127 listed issuers • Certificates;
securities in Europe are listed
• Equities (53).
coming from 103 countries, the on the Luxembourg Stock
Luxembourg Stock Exchange meets Exchange);
capital market players’ needs as a • Indexed Bonds;
• Sovereign Debt;
result of a 80-year old experience,
Debt • International Islamic Bonds
high-quality products and Securities (including 16 sukuks for a
services as well as fast, customer- Investment 66% total amount issued of over
oriented and secure processes. Funds EUR 5bn);
14% • Supranational Debt;
• Commercial Paper;
A broad range of instruments
• Share classes of UCIs (6,000+); • Asset Backed Securities
are admitted for trading on the (more than 4000 ABS from
• Hedge Funds;
Luxembourg Stock Exchange. A • Real Estate Funds; 800+ issuers);
majority revolves around debt • ETFs (71). • High Yield Bonds;
securities, investment funds, • Convertible Bonds;
• Debt Issuance Programmes.
equities, GDRs and warrants.
All figures as at 31 March 2012
2 PwC LuxembourgA significant increase
42.1%
The Luxembourg Stock Exchange is the European leader
in terms of listed international bonds
Bonds quotation lines UCI quotation lines GDR quotation lines
35,000 9,000 300
8,000
30,000 250
7,000
25,000
6,000 200
20,000 5,000
150
15,000 4,000
3,000 100
10,000
2,000
50
5,000 1,000
0 0 0
01
03
05
07
09
11
99
01
03
05
09
11
00
06
09
11
91
97
07
94
97
03
20
20
20
20
20
20
19
20
20
20
20
20
20
20
20
20
19
19
19
20
19
20
Debt securities Investment Funds Warrants, GDRs, ETF, Equities
• The Luxembourg Stock Exchange continues to • The Luxembourg Stock Exchange has a vast • The Luxembourg Stock Exchange is very active
diversify by responding to new market needs experience in listing Luxembourg domiciled in listing Global Depositary Receipts, mostly
like CoCo bonds, Dim Sum bonds, Indexed funds. from India (66%) and Taiwan (20%). GDRs are
bonds, Tier one issues, Loan participation notes • 443 entities from 10 different countries list a flexible solution for issuers looking to invest
and Islamic bonds (Sukuks). 6,324 share classes of Undertakings for abroad without having to worry about barriers
• The Luxembourg Stock Exchange lists at least Collective Investment (UCIs) on the to entry that a foreign investor might face. In
one issue of the sovereign debt of 68 different Luxembourg Stock Exchange. addition, they help increase the liquidity of the
countries. • The current regulatory context makes issuers’ shares.
• Supranational debt issuers include the Luxembourg a highly attractive listing place for • Emerging countries looking for international
European Investment Bank, World Bank, local and foreign Alternative Investment Funds. investors see the GDR as a unique solution in
European Bank for Reconstruction and For more on this subject, check out PwC’s “The terms of flexibility and market exposure.
Development, European Financial Stability Place for Listing Alternative Investment Funds” • 8,277 warrants are listed on the Luxembourg
Facility and the European Commission. brochure on www.pwc.lu/capital-markets. Stock Exchange.
• The Luxembourg Stock Exchange operates over • 71 ETFs are listed on the Luxembourg Stock • These warrants and certificates give access to a
600 debt issuance programmes. Exchange. wide range of underlying assets.
• The total amount issued is estimated to EUR
6,352.4 bn.
The Luxembourg Stock Exchange - A prime location for listing 3A truly international Stock Exchange in a stable, secure financial
environment in the heart of Europe
Leading European Stock Exchange for
3,000+ issuers from 100+ countries international bonds listing (42.1% )
Securities listed in 54 currencies
22.4%
62.9%
Reference listing centre for
international instruments
(GDRs, Sukuks, etc.)
Eligibility for investments
in the context of
9.6%
numerous jurisdictions
0.5%
3.9%
Settlement of trades via LCH.Clearnet 0.7%
(CCP) and both Euroclear Bank and
Clearstream Banking Luxembourg A strong regulatory
framework within the EU
Figures on the graph represent the origin of issuers per region
4 PwC Luxembourg2. Why listing?
Listing instruments on a stock exchange market provides
many benefits for both issuers and investors: Access to
additional
funds for future
• Listed securities and their • During the life of the listed security, growth
issuers will get greater on-going communications inform the
visibility and transparency. investors about corporate events (e.g.
• Investors will have access to merger, dividends and shareholders Increase Tax advantages
centralised database where they will meeting). Securities pricing and liquidity
be able to find relevant information valuation are regularly defined and
on the security (i.e. prospectus, communicated by the market.
financial statements and other • Listing securities can also provide
information related to the issuer). some tax advantages for the
Listing
• In case of liquidity needs, the products investors and often make the Additional Greater
investors’ trust visibility and
can benefit from the right regulated products more easily eligible within on valuation transparency
trade and post-trade infrastructures the portfolio of asset managers. of financial
to minimise the risks throughout the information
Eligibility for issuers
securities transactions value chain.
for institutional
investors
(e.g. UCITS funds,
insurance companies
and pension funds)
The Luxembourg Stock Exchange - A prime location for listing 53. Benefits of listing in Luxembourg
1 Fast, customer-minded and secure listing process (all details on page 8 and 9).
Strong market recognition from international issuers (i.e. 3,127 issuers from 103
countries) and the broadest range of securities listed in Europe. The Luxembourg
2 Stock Exchange specialises in listing and as such demonstrates a high level of
know-how based on a strong experience of handling international issues.
Stable, secure public finance and tax environment. Luxembourg benefits
3 from confirmed AAA long-term credit rating and excellent reputation.
A strong regulatory framework in line with new EU directives on securities
4 markets.
Long history and important experience for the domicile and the
5 administration of investment fund products (i.e. European leader for
domiciliation of funds distributed on a pan-European basis).
Existence of a permanent execution venue permitting eligibility for investments
6 in the context of various jurisdictions.
An advanced trading and post-trading infrastructure relying on NYSE Euronext’s
7 UTP platform (trading) and connections with LCH.Clearnet, Euroclear
Bank and Clearstream Banking Luxembourg (clearing & settlement).
6 PwC Luxembourg4. Two markets, different opportunities
The Luxembourg Stock Exchange
operates two markets: i.e. Bourse
de Luxembourg and Euro MTF.
Common features to Bourse de Luxembourg and Euro MTF markets
Both are regulated but offer
different possibilities to issuers. • Same rules & regulations applying to a single • No restrictions to market access (any type of
trading platform (UTP from NYSE Euronext); investors, any size);
• Identical listing fees per type of instrument; • The Luxembourg Stock Exchange manages and
controls the listing process.
Listing on the Listing on the
Bourse de Luxembourg Euro MTF
• Prospectus must meet the law of 10 July 2005 on • Compliance with European prospectus and
Prospectuses for Securities (Prospectus Law); transparency regulation is not required;
• Transparency and Market Abuse laws apply as well; • Admission to trading and reporting requirements
• The local regulator “Commission de Surveillance du according to the Rules & Regulation of the stock
Secteur Financier” (CSSF) is in charge of prospectus exchange only;
approval; • Financial reporting in line with IFRS or local GAAP;
• Financial Statements of the issuer must comply with • The Luxembourg Stock Exchange is solely in charge
IFRS accounting standards; of prospectus approval;
• Listing on this market grants a European Passport • No European passporting – A new file must be
for the admission to trading of the securities in other submitted to list in other EU member states.
EU member states.
The Luxembourg Stock Exchange - A prime location for listing 75. Listing process
Eligibility requirements for listing
The efficiency of the listing process is Here are some key official listing requirements from the Luxembourg Stock Exchange:
the main reason why the Luxembourg
Stock Exchange is so popular as a listing Requirements Share of a company Debt securities
destination. An experienced team of experts
within the Luxembourg Stock Exchange is Minimum number of investors Distribution to the public (wide distribution to Not applicable
the shares among shareholders)
dedicated to reviewing listing application
files on a daily basis. Time required for Minimum public shares 25% free float Not applicable
processing is kept to a minimum. However, Minimum market value of At least EUR 1,000,000 At least EUR 200,000
a request for listing must be carefully securities
prepared. Here are the main questions you Negotiability of securities Freely transferable and fungible Freely negotiable debt securities of the same
will face: class and fungible
• Is your financial track record appropriate? Operating history 3 financial years (derogation upon certain No minimum track record required
• Is historical information readily available? conditions)
• Which accounting standards do you use? Number of securities All the shares of the same category composing All the debt securities of the same class shall be
• How solid are your corporate governance the capital shall be listed listed
standards? Pre-tax income Profitable Not applicable
• Is your existing working capital suitable?
Corporate governance Governance principles of the Luxembourg Not applicable
• How experienced is your (not applicable for Euro MTF) Stock Exchange for Luxembourg-domiciled
board of directors? companies
• Are your financial reporting
systems in line with the continuing
reporting obligations required? To fulfill the listing requirements, open-ended investment
• How strong is your legal approach? funds have to comply with the following criteria:
- Conformity of the fund and its shares (units) with - Sufficient distribution of the shares (units) to the public;
the laws and regulations which they are subject to; - Minimum size of the market capitalisation;
A listing request is a team project. You will most
- Free negotiability of the shares (units); - Acceptance of the shares (units) with a clearing house.
certainly need assistance to successfully conduct a listing
requirement, in the form of legal advisers, tax advisers,
banks, auditors and a listing project coordinator.
8 PwC LuxembourgKey process steps
Request for listing on the Bourse de Could already take place once a first draft of prospectus
Luxembourg (EU-regulated market) only is submitted to the CSSF
Eligibility Application Approval by
Preparation of Application CSSF Continuing
requirements to the Luxembourg the Luxembourg
prospectus to the CSSF approval obligations
met Stock Exchange Stock Exchange
Who is involved Issuers, banks, legal CSSF, listing project CSSF Luxembourg Stock Luxembourg Stock
advisors, tax advisors, coordinator Exchange, listing project Exchange
auditors, listing project coordinator
coordinator
Key elements The main task is to write a The prospectus needs to be The prospectus will be On top of the prospectus, The decision from the
prospectus in line with: thorough and precise. re-submitted as many a signed application form Luxembourg Stock
- Eligibility requirements Clear indications of how times as needed to be fully and a letter of undertaking Exchange’s Executive
as described in the rules the prospectus complies compliant. on future compliance with Committee may be taken
and regulations of the with EU regulations must ongoing obligations must in a short timeframe once
Luxembourg Stock be stated in a checklist. be submitted. all elements are submitted.
Exchange (valid for both
markets);
- Commission regulation
(EC) No 809/2004,
Luxembourg’s Prospectus
and Transparency Laws
(valid for Bourse de
Luxembourg market
only).
The Luxembourg Stock Exchange - A prime location for listing 9A fast, customer-minded process
The Luxembourg Stock Exchange’s
strong experience allows for fast,
customer-minded approval process to
be adapted to issuers’ requirements.
Once the prospectus has been drafted
and approved by the CSSF if required,
the review timeframe by the Luxembourg
Stock Exchange may vary depending on
the complexity of the file. Here are two
possible timeframes on the Euro MTF:
• Up to 3-5 days after initial submission of
the prospectus. The review time can be
reduced to 1-2 days for frequent issuers
or for standardised documentation.
• Up to 2 days for each additional draft. May
also be reduced to 1-2 days for frequent
issuers or for standardised documentation.
Tranches issued under a programme
should be submitted on D-1 at 15:00
for listing on the next day. This brochure sums up the key
elements and requirements for listing.
For a listing request on the Bourse de For more details on the Luxembourg
Luxembourg EU-regulated market, Stock Exchange markets, listing
the validation from the Luxembourg process and continuing obligations
Stock Exchange can be obtained please visit www.bourse.lu
within two days once the prospectus
has been approved by the CSSF.
10 PwC Luxembourg6. Listing fees
The Luxembourg Stock Exchange has a very stable fee structure,
implemented on 1 January 1999, that has not changed since then.
Here are possible scenarios:
An ordinary issuer (not supranational) issuing a debt
security for the first time on the Euro MTF with an issued
amount lower than or equal to EUR 50 million will pay:
• A Visa fee of EUR 1,500 for the prospectus;
• A one-off listing fee of EUR 600;
• An upfront maintenance
fee of EUR 440 per year. An EU issuer wishing to issue a UCITS
with two quotation lines will pay:
• No Visa fee. Valid for all UCIs approved by or notified
to the CSSF for distribution in Luxembourg;
• A one-off listing fee of EUR 1,250 for a new issuer;
• A yearly maintenance fee of EUR 1,875
for the first quotation line and EUR 1,250
for the second quotation line. For more details on fees please
visit www.bourse.lu under
Visa, maintenance and
If the listing takes place on the Bourse de Luxembourg EU-regulated listing fees and CSSF fees.
market, CSSF fees apply as well, as laid out in the Grand-ducal regulation
of 18 December 2009 relating to the fees to be levied by the CSSF.
The Luxembourg Stock Exchange - A prime location for listing 117. Continuing obligations
Continuing obligations of issuers on the “Bourse de Luxembourg” market
The Bourse de Luxembourg market falls into the scope of European Union directives like Transparency, Prospectus and Market Abuse. So, the corresponding
Luxembourgish laws are applicable.
Who Transparency obligations are applicable to certain categories of issuers:
1. Luxembourg domiciled issuers of equity securities or debt securities with a per unit denomination below EUR 1,000 admitted to a European regulated market;
2. EU incorporated issuers of debt securities with a per unit denomination of at least EUR 1,000, who have chosen Luxembourg as “Home Member State” from
among their country of incorporation and the EU member states where their securities are admitted to trading; Issuers incorporated in non-EU countries with
Luxembourg as their “Home Member State” under the Prospectus Directive.
The following issuers are out of scope:
1. Issuers whose Home Member State is Luxembourg and which have only issued debt securities with a denomination per unit of at least EUR 100,000* are
exempted from the publication of financial information.
2. Investment funds, other than the closed-end type, are not subject to this law.
How Regulated information has to be:
1. Filed with the CSSF;
2. Filed with an officially appointed mechanism (OAM) for storage and retrieval of such regulated information (The Luxembourg Stock Exchange is mandated as
the OAM under the Luxembourg Transparency Law);
3. Published by way of announcements through the media.
What Regulated information includes notably information in connection with the notification and disclosure of major holdings and major shareholders (e.g. price sensitive
information), as well as financial reporting obligations, as follows:
1. Annual reports, to be published within the four months of the issuers’ year-end and comprising audited financial statements, a management report, a
responsibility statement and an auditors’ report;
2. Semi-annual reports, to be published within the two months of the issuers’ half-year and comprising a condensed set of financial statements, an interim
management report and a responsibility statement;
3. An interim management statement by issuers of shares only, to be published during each of first and second semesters, describing the financial position and
performance during the period, the material events and transactions with their impact on the financial position. Alternatively, issuers may publish a quarterly
financial report, in accordance with:
- Article 4 of the Luxembourg Grand Ducal regulation of 11 January 2008, or
- the national law of the issuer, or
- the listing rules of the regulated market where the issuer has its shares admitted to trading.
* EUR 50,000 until 1 July 2012
12 PwC LuxembourgContinuing obligations of issuers on the “Euro MTF” market
The detailed continuing
The Euro MTF market does not fall into the scope of European Union directives like Transparency, Prospectus and obligations for issuers
Market Abuse. of securities admitted
Continuing obligations are applicable to all issuers.
to trading on the Euro
Issuers of debt securities with a denomination per unit of at least EUR 50,000** are exempted from the publication MTF market are set out
of financial information. in Part 1, Chapter 10 of
the Rules and Regulations
of the Luxembourg Stock
Exchange. In addition,
the Rules and Regulation
require issuers to file
information on corporate
events with the Luxembourg
The dissemination of information may be made by means of inclusion in newspapers or on the website of the
Luxembourg Stock Exchange.
Stock Exchange, with
a view to enabling an
efficient monitoring of the
functioning of its markets.
Continuing obligations for issuers of securities admitted to trading on the Euro MTF market include the
dissemination in Luxembourg of:
1. Information on events or decisions affecting the security holders;
2. Information on material changes to the issuer’s shareholding structure;
3. Audited annual financial statements and management report, prepared in accordance with the issuer’s
national law;
4. Semi-annual financial statements presented in accordance with the issuer’s national law (for share issuers), to be
published within the four months of the issuers’ half-year and comprising at least information on revenues and
profit or loss for the period, together with a commentary on any material factor having impacted the financial or
trading position of the issuer during the period.
** To be updated to EUR 100,000
The Luxembourg Stock Exchange - A prime location for listing 138. Our listing services
We’ve been working closely with the Luxembourg Stock Exchange for the past
12 years. This is the fourth edition of “A prime location for listing” published bi-yearly
since 2006.
We bring together a multi-disciplinary team that features tax, regulatory, advisory
and audit experts. We can support you throughout the complete value chain to
provide smooth and efficient project delivery:
Guidance and Advice on the Support
Advice on the most Preparation
strategic advice structuring of Financial Admission for continuous
tax efficient and review of
on market financial vehicles due diligence to trading reporting
listing structure listing files
opportunities and products obligations
Project Management
Communication with the competent authorities and with project stakeholders
Regulatory compliance & specific issues resolution
Our People have the knowledge, experience and
connections to help you turn your admission
to trading request into a long-lasting success.
14 PwC LuxembourgGuidance and strategic advice on market opportunities Coordination of the listing project
• Advice on the selection of the market type, in line with the listing strategy and target Project Management
investors. • Organise tasks and activities between all project stakeholders;
• Follow-up of the activities planning;
Advice on the structuring of financial vehicles and products • Act as the main counterpart for the client.
• Guidance on the selection of the most relevant listing vehicle (e.g. Private Equity, Real
Estate or structured products) in the light of capital markets regulation and exchange Communication with the competent authorities and with project stakeholders
admission opportunities. • Coordinate and communicate with the CSSF and/or the Luxembourg Stock Exchange, and
with the clearing houses;
Advice on the most tax efficient listing structure • File the documents within any relevant deadlines (prospectus and any other documents
• Assessment of the company’s tax compliance status with listing rules; required by the CSSF or the Luxembourg Stock Exchange);
• Design of a feasible tax plan to control and minimise tax exposure according to the most • Represent the client towards the project stakeholders (e.g. arrangers, auditors and legal
competitive financial vehicle or structure. advisers).
Financial due diligence Regulatory compliance & specific issues resolution
• Financial and business due diligence reviews; • Provide advice on any regulatory compliance issues that could arise during the listing
• Comfort letters to be drafted in the case of our audit clients. process.
Preparation and Review of listing files
• Draft and/or provide advices on the prospectus’ content (to ensure the compliance with
related regulations and approval process from an operational and accounting perspective);
• Coordinate the various aspects of the CSSF and/or Luxembourg Stock Exchange admission PwC Luxembourg has issued
files (e.g. required documents, compliance with deadlines and preparation of files and a number of Capital Markets
checklists). publications available on:
www.pwc.lu/capital-markets
Support for continuous reporting obligations
• What are your specific reporting requirements, when to report, who to report to and how.
The Luxembourg Stock Exchange - A prime location for listing 159. Contacts
Société de la Bourse de Luxembourg S.A.
11 avenue de la Porte-Neuve PwC Luxembourg’s core listing team
L-2227 Luxembourg
Advisory Audit and tax
Luxembourg Stock Exchange’s core listing team François Génaux Laurent de La Mettrie
Financial Services Advisory Leader Asset Management Tax Leader
+352 49 48 48-2509 +352 49 48 48-2598
Hubert Grignon Dumoulin
francois.genaux@lu.pwc.com laurent.de.la.mettrie@lu.pwc.com
Member of the Executive
Committee
Xavier Balthazar Sébastien Cuvelier Antoine-Michel Rodriguez
+352 47 79 36-503
Regulatory Advisory Advisory Listing Expert Asset Management Tax Structuring
hgd@bourse.lu
+352 49 48 48-2543 +352 49 48 48-5719 +352 49 48 48-5841
Carlo Oly Daniel Majek xavier.balthazar@lu.pwc.com s.cuvelier@lu.pwc.com antoine-michel.rodriguez@lu.pwc.com
Head of Listing Department Bond Listing
+352 47 79 36-227 +352 477936-221 Lionel Nicolas Stéphane Defourny Jean-Denis Henrotte
col@bourse.lu dma@bourse.lu Advisory Listing Coordinator Advisory Listing Expert Audit, Capital Markets
+352 49 48 48-2509 +352 49 48 48-5813 +352 49 48 48-6130
Alessandro Picco Luc Ferrier
lionel.nicolas@lu.pwc.com stephane.defourny@lu.pwc.com jean-denis.henrotte@lu.pwc.com
Equity and Investment Funds Issuers, Securities
+352 47 79 36-261 +352 477936-263
api@bourse.lu lfe@bourse.lu
PricewaterhouseCoopers S.à r.l.
400 route d’Esch, B.P. 1443
L-1014 Luxembourg
16 PwC LuxembourgThis publication is exclusively designed for the general information of readers and is (i) not intended to address the specific circumstances of any particular individual or entity and (ii) not necessarily comprehensive, complete, accurate or up to date and hence cannot be relied upon to take business decisions. Consequently, PricewaterhouseCoopers S.à r.l. does not guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future. The reader must be aware that the information to which he/she has access is provided “as is” without any express or implied guarantee by PricewaterhouseCoopers S.à r.l.. PricewaterhouseCoopers S.à r.l. cannot be held liable for mistakes, omissions, or for the possible effects, results or outcome obtained further to the use of this publication or for any loss which may arise from reliance on materials contained in it, which is issued for informative purposes only. No reader should act on or refrain from acting on the basis of any matter contained in this publication without considering and, if necessary, taking appropriate advice in respect of his/her own particular circumstances. PwC Luxembourg (www.pwc.lu) is the largest professional services firm in Luxembourg with more than 2,100 people employed from 57 different countries. It provides audit, tax and advisory services including management consulting, transaction, financing and regulatory advice to a wide variety of clients from local and middle market entrepreneurs to large multinational companies operating from Luxembourg and the Greater Region. It helps its clients create value they are looking for by giving comfort to the capital markets and providing advice through an industry focused approach. The global PwC network is the largest provider of professional services in audit, tax and advisory. We’re a network of independent firms in 158 countries and employ close to 169,000 people. Tell us what matters to you and find out more by visiting us at www.pwc.com and www.pwc.lu.
www.pwc.lu/capital-markets www.bourse.lu © 2012 PricewaterhouseCoopers S.à r.l. All rights reserved.
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