No sanctions under the Luxembourg Transparency Law
COVID-19 leads the CSSF to granting issuers temporary relief in relation to publication requirements under the Transparency Law.
The CSSF has stated that it will not prioritise supervisory actions against issuers in respect of upcoming publication deadlines for periodic information required by the Transparency Law and that failure by issuers to disclose information will not be sanctioned
The Commission de Surveillance du Secteur Financier (CSSF) has issued a press release regarding the impact of COVID-19 on the disclosure of information by issuers of securities under the Law of 11 January 2008 on transparency requirements for issuers, as amended (the Transparency Law). The Transparency Law implements the obligations required under the Transparency Directive.
Given the impact of the COVID-19 pandemic on issuers and the auditors having to prepare their financial statements, the CSSF has decided to give certain issuers more time. Issuers which have chosen Luxembourg as the Home Member State pursuant to the Transparency Law with reporting periods ending between 31 December 2019 and 31 March 2020 are given an additional 2 months to publish the required periodic information. The annual financial report is normally required at the latest 4 months after the end of each financial year and the half-yearly report within 3 months of the end of the relevant half-yearly period.
Regardless thereof, the CSSF expects issuers to take all necessary and reasonable measures to publish the required periodic information, within, or as near as possible, to the deadlines set by the Transparency Law. Issuers anticipating delay should inform the CSSF before the expiry of the legal deadline, and indicate the reasons leading to the delay as well as the expected publication date.
The CSSF reiterates the importance of investor protection and market integrity and encourages issuers to also inform the market of any delay. The relief does not cover any ongoing disclosure requirements under the Transparency Law nor those regarding disclosure of inside information under the Market Abuse Regulation.
The press release by the CSSF is in line with the public statement made by ESMA on actions to mitigate the impact of COVID-19 on the EU financial markets regarding publication deadlines under the Transparency Directive promoting coordinated action across the Member States.
See our Coronavirus (COVID-19) feature for more information generally on the possible legal implications of COVID-19.
