On December 28th 2015, the CSSF published CSSF Circular 15/632 (the “New Circular”) which amends, with effect from January 1st 2016, Circular CSSF 12/539 concerning technical specifications regarding the submission to the CSSF of documents under the law on prospectuses for securities and general overview of the aforementioned law (the “Relevant Circular”), by taking into account changes introduced by the so-called “OMNIBUS II Directive”, Directive 2014/51/EU of April 16th 2014.
Previously, the onus was on the issuer to file the final terms of its base prospectus with the competent authority of the host Member State. Following the changes introduced by the OMNIBUS II Directive to Article 5(4) of the Directive 2003/71/EC of November 4th 2003 on the prospectus to be published when securities are offered to the public or admitted to trading (the “Prospectus Directive”), where the final terms of an offer are neither included in the base prospectus nor in a supplement, the final terms shall be made available to investors, filed with the competent authority of the home Member State and communicated, by that competent authority (rather than by the issuer), to the competent authority of the host Member State(s).
The CSSF has updated the Relevant Circular to reflect that the issuer is no longer required to file documents with the CSSF, if Luxembourg is only the host Member State under the Prospectus Directive. Furthermore, the Relevant Circular, as amended, sets out the specific information which must be included in the subject and body of the email when filing the final terms with the CSSF if Luxembourg is the home Member State. All such filings shall, as from January 1st 2016, be made to a new email address: FT.filing@cssf.lu.
