What is FastLane?
Under the new FastLane procedure, the LuxSE may exempt certain issuances from the prospectus requirement. Such exemptions will make admissions to trading of the relevant securities issued by qualifying issuers on the Euro MTF more time and cost efficient. The new issuers which can now benefit from this, are issuers whose shares are already admitted to trading on a regulated market as well as non-European sovereigns.
Which exemptions apply and can be subject to FastLane?
An exemption from the prospectus requirement can be made in the following circumstances:
- non-equity securities and equity convertible bonds issued by issuers whose shares are admitted to trading on an EU regulated market or equivalent;
- non-equity securities issued or guaranteed by states (Member States excluded), their regional or local authorities;
- non-equity securities issued by or guaranteed by Member States’ regional or local authorities;
- non-equity securities issued by multilateral institutions which are not public international bodies, and of which at least one OECD Member State is a member;
- securities issued by central banks;
- securities issued by associations with legal status or non-profit-making bodies, recognized by a Member State or an OECD Member State, in order to obtain the means necessary to achieve their non-profit-making objectives.
What does the FastLane procedure entail?
In lieu of a prospectus the applicant needs to submit to the LuxSE an Admission Document at least three business days prior to the expected listing date. Such Admission Document shall contain the terms and conditions of the securities sought to be admitted to trading and be prepared in a searchable, electronic format. It will not be approved by the LuxSE.
The final version of the Admission Document needs to be published at the latest at the beginning of the admission to trading of the relevant securities via the LuxSE’s website.
The applicant must submit an Application Form which shall contain public sources of information about the issuer and the securities.
An exempted issuer can voluntarily submit a prospectus.
Are other exemptions available?
The ROI already contains other existing exemptions from providing specific information or scenarios where only a short form prospectus is required. These have not been changed and continue to exist.
Additionally, no prospectus approval is needed where the issuer wants to register the securities on the LuxSE Securities Official List but does not seek their trading as explained in more detail here.
Impact on other obligations?
The new FastLane procedure does not affect the applicable ongoing and standard disclosure obligations of issuers, such as under Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse. An issuer benefitting from the FastLane procedure must still comply with those obligations applicable to admissions to the Euro MTF and hence regardless of whether the issuer submits a prospectus or not.
Should you need more insight, please get in touch with Ariane Mehrshahi Marks, Valérie Laskowski, Agnes Merz, Carla Valdés Cortés or Martina Benackova from our Luxembourg capital markets team.
Authored by Ariane Mehrshahi Marks and Martina Benackova.
Hogan Lovells (Luxembourg) LLP is registered with the Luxembourg bar.