Monthly Archives: July, 2019

AIFMD: New Pre-Marketing Rules

July 30th, 2019 Posted by Business 0 thoughts on “AIFMD: New Pre-Marketing Rules”

After one year of negotiations, the Cross-border Distribution Directive (CBDD) amends the Alternative Investment Fund Managers Directive (AIFMD) and introduces new rules for the pre-marketing of alternative investment funds (AIFs) in the European Union (EU).

The Directive ((EU) 2019/1160) and Regulation ((EU) 2019/1156) introduce a new regime for investment funds with the aim to: eliminate current regulatory barriers to the cross-border distribution of funds, improve transparency by aligning marketing requirements and fees, harmonise national rules for the verification of marketing material by national authorities, enable ESMA to monitor investment funds and allow to pre-market a fund.

One of the main criticisms of the existing AIFMD marketing framework has been the different interpretation of the term “marketing” across Member States. For example, the UK and Luxembourg interpret the marketing concept as applying at a relatively late stage, being when the offer of interests in an AIF is capable of being accepted by investors on final form subscription documents. Whereas in other countries AIFMD marketing activity is interpreted as taking place much earlier.

The new pre-marketing rules apply to authorised EU AIFMs in respect of which an AIF is: (i) established but not yet notified for marketing; or (ii) not yet established at all. There is a definition of pre-marketing that would allow EU authorised fund managers to market a new fund to potential professional investors without a marketing application provided that they comply with the requirements included in the Directive.

It should be noted, however, that where a professional investor in a Member State subscribes for units/shares in a pre-marketed AIF within 18 months of the AIFM starting to pre-market, this will be deemed the result of marketing and would be subject to notification. As such, reverse solicitation becomes potentially more problematic.

Ultimately, the European Commission hopes that, by removing perceived inefficiencies, the cost for cross-border distribution will be reduced and made simpler and quicker, thereby allowing for more marketing of funds across the EU. It remains to be seen whether this will be the case.

How this impacts UK managers and distribution of funds between the UK and EU 27 is still largely dependent on the outcomes to Brexit negotiations. The Regulation will apply from August 1, 2019 and the Directive will be fully transposed from 2 August 2021.

The New Prospectus Law

July 30th, 2019 Posted by Business 0 thoughts on “The New Prospectus Law”

Effective 21 July 2019, the new Prospectus Regulation (“PR”) regime was published. The New Prospectus Act repeals the Luxembourg act dated 10 July 2005 on prospectuses for securities, as amended (the Old Prospectus Act) and, together with the Prospectus Regulation, which is directly applicable across the EU, has created new prospectus regimes in Luxembourg.

Prospectuses approved in accordance with the 2005 Law before 21 July 2019 will continue to be governed by such law until the end of their validity, or until 12 months have elapsed after 21 July 2019, whichever occurs first.

The new national prospectus regime does not substantially deviate from the previous one; the changes merely aim to simplify and align the previous national prospectus regime with the regime under the Prospectus Regulation. 

Some of the highlights amongst others are listed below:

The Luxembourg legislator has opted to exempt offers of securities to the public with a total consideration of less than €8,000,000 in the EU over a period of 12 months from the obligation to publish a prospectus in accordance with the Prospectus Regulation. The amount of such total consideration corresponds to the maximum amount that was allowed to be exempted pursuant to the option provided for by the Prospectus Regulation;

However, in case of an offering of securities to the public with a total consideration of at least €5,000,000, an information note is required. Such an information note will contain brief information about the issuer, the securities, the conditions, and reasons for the offering of the securities. An issuer wishing to make use of this exemption will notify the CSSF prior to making such an offer. No formal approval of the offering and the information note is required;

Offers of securities to the public falling outside of the scope of the Prospectus Regulation shall be made pursuant to the domestic prospectus regime as outlined in Part III of the New Prospectus Law. This domestic prospectus regime is in broad lines comparable to the simplified prospectus regime currently existing under the 2005 Law.

The Luxembourg national prospectus law regime is aligned with the exemption mentioned above, which means that a simplified prospectus will have to be drawn up and approved by the CSSF according to the New Prospectus Law in case of an offering of securities to the public with a total consideration of at least €8,000,000. However, in case of an offering of securities to the public with a total consideration of at least €5,000,000 an information note and a notification to the CSSF prior to making an offer to the public is required;

Following the notion of the voluntary prospectus regime introduced by the Prospectus Regulation, the New Prospectus Law will allow issuers otherwise exempted from the obligation to publish a simplified prospectus to draw up and publish such prospectus on a voluntary basis in accordance with the provisions of the New Prospectus Law. In case of any further information or if we can be of any assistance, please do not hesitate to contact us on prisma@prisma.lu.

New ESG Guidelines for Annual Reports

July 23rd, 2019 Posted by Business 0 thoughts on “New ESG Guidelines for Annual Reports”

In a context of increasing popularity of Environmental, Social and Governance (ESG) investments, the European Commission has published new guidelines on Tuesday, 18th June 2019, to improve the reporting of climate-related information in annual reports. The guidelines concern public interest entities and large companies with more than 500 employees operating in the EU whose development, performance, position and activities are related to climate in a material way.

The new guidelines suggest climate-related disclosures for five reporting areas:

  • Business model
  • Policies and due diligence
  • Outcome of policies
  • Principal risks and risk management
  • Key performance indicators

The concerned companies should be able to use the new guidelines for reports published in 2020, covering financial year 2019.

Would you like some assistance concerning the production of your annual reports? Let Prisma help you.

We at Prisma are aware of the challenges involved in the production of financial reports and are here to take the workload off your shoulders by providing you with an accurate and timely delivery of your financial reports. Prisma is specialised in the production of Audited Annual Reports, Unaudited Semi-Annual Reports, Quarterly and Monthly Financial Accounts.

We offer report production including all creation stages ranging from planning to typesetting, translation, print, review management and distribution. Our experienced Project Managers collaborate with all parties involved throughout the entire process of the project.

For more information, please contact us at prisma@prisma.lu or 43 48 89-1

Keep an Open Mind

July 11th, 2019 Posted by Prisma 0 thoughts on “Keep an Open Mind”

Delano Magazine Expat Guide 19/20 ‘Any advice for people new to Luxembourg?’

Miltgen ‘Don’t compare. Every country/city is different. Keep an open mind and don’t complain about shops being closed on Sundays. Use the Sundays to do what you wouldn’t do during the week. And get it out of your head that Luxembourg is boring. It’s just not true. ‘

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