Equities private placement regime in Luxembourg

1. Prospectus requirement

  • Offer to the public.
  • Admission to trading of securities on a regulated market.

2. Prospectus exemptions

Key exemptions

Offer to the public

  • Qualified Investors.
  • Less than 150 persons per EEA state, other than Qualified Investors.
  • Aggregate amount of the offer is less than EUR 8m in a rolling 12 month period. For offers between EUR 8m and EUR 5m, the issuer must file a simplified prospectus/information notice document with the Commission de Surveillance de Secteur Financier prior to the beginning of the offer in accordance with Luxembourg national law of 16 July 2019.

Admission to trade on a regulated market

  • Listing of new shares on the same regulated market, representing less than 20% of the existing issued share capital on that market in a rolling 12 month period.

3. Ability to offer shares to

3.1 Institutional/professional/authorised investors (for example investment funds, insurers, pension funds)

Yes.

3.2 High net worth individuals 

Yes.

3.3 Retail/public/others

Only on the basis of an approved prospectus or subject to complying with the exemptions referred to in paragraph 2 above.

4. Can the issuer approach potential investors on their own?

Yes, subject to complying with any requirements referred to in paragraph 3 above.

5. Can the issuer's financial adviser/ placement agent approach potential investors on their own?

Yes, subject to complying with any requirements referred to in paragraph 3 above.

6. Are there any other exemptions which may be relied on?

Limited other exemptions are available in addition to the exemptions listed above (but they need to be considered on a case by case basis).