LUXEMBOURG: Circular CSSF 22/800 on Major Shareholding Notifications

Tuesday March 8 2022

The CSSF have updated Circular CSSF 08/349 relating to details regarding the information to be notified with respect to major holdings in accordance with the Law of 11 January 2008 on transparency requirements for issuers.

The circular amends Circular CSSF 08/349 by taking into account the changes that have taken place in connection with the introduction of the CSSF web application called eRIIS (electronic Reporting of Information concerning Issuers of Securities). This application was developed to enable entities subject to the Law of 11 January 2008 on transparency requirements for issuers as well as Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse to fulfil their filing obligations with the CSSF.

The amendments require that all regulated information as required by the Law concerning issuers whose home Member State is Luxembourg must be filed with the CSSF via eRIIS (electronic Reporting of Information concerning Issuers of Securities).

Form to be used for the notification of the acquisition or disposal of major holdings by shareholders

Article 8 of the Law sets out the thresholds that trigger the requirement to notify the proportion of voting rights held by a natural or legal person (the “persons”) in the capital of an issuer as a result of the acquisition or disposal of shares to which voting rights are attached. The thresholds laid down by the Law are: 5%, 10%, 15%, 20%, 25%, 33 1/3%, 50% and 66 2/3%. A notification requirement is triggered when one or several thresholds are crossed in the cases provided for in Articles 8, 9, 12 or 12a of the Law. For a general description of the notification requirements of the shareholders and issuers of shares whose home Member State is Luxembourg, reference is made to Circular 08/337.

For the purposes of a notification as mentioned above, the relevant persons shall use the form HOS-1 in eRIIS by complying with the following rules:

• The relevant persons are required to provide information for each point of the HOS-1 form. In case a point is not applicable or the number of voting rights is equal to zero, a mention hereto shall be made in the HOS-1 form
• The persons referred to in Articles 8 and 9 of the Law, i.e. the shareholders and persons entitled to acquire, to dispose of, or to exercise voting rights in any of the cases (or a combination of them) referred to in Article 9 of the Law, shall indicate this information in table A under point 7 of the HOS-1 form.
• The persons referred to in Article 12 of the Law, i.e. the holders of specific financial instruments shall indicate this information in tables B 1 and B 2 under point 7 of the HOS-1 form. It should be noted that for table B 2, a distinction should be made between financial instruments which confer a right to a physical settlement and financial instruments which confer a right to a cash settlement.
• The persons referred to in Article 12a of the Law14 shall provide details on the breakdown of voting rights in tables A, B 1 and B 2 under point 7 of the HOS-1 form.

The previously required form (Annex A) for the notification of the acquisition or disposal of major holdings (which was required to be transmitted via e-mail) will no longer be accepted from 30 May 2022. The form HOS-1 Major holding notification is found in eRIIS in the section « Notification for holders of securities ».

Transmission of the HOS-1 form to the CSSF and to the issuer by shareholders

Once the HOS-1 form is submitted via eRIIS to the CSSF, the shareholder’s filing with the CSSF, as required pursuant to Article 18(1) of the Law, is completed.

The notification by the shareholder to the issuer, required pursuant to Article 11(2) of the Law, is made on the basis of the extract of the HOS-1 form generated by eRIIS, further to the above-mentioned submission.

For the avoidance of doubt, the sequence of the notification process thus operates as follows:

• the relevant persons file the necessary information with the CSSF by completing the HOS-1 form in eRIIS;
• Once that aforementioned filing is submitted, the relevant persons access the HOS-1 form on eRIIS and download a PDF format extract of it (under Menu / Documents / Main). They shall use that document to notify the issuer pursuant to Article 11(2) of the Law.

Means of filing to the CSSF by the issuer

It is reminded that, in accordance with Article 11(6) of the Law, issuers are required to make public notifications of major holdings upon their receipt but no later than three trading days thereafter.

When filing the aforementioned publication with the CSSF (pursuant to Article 18(2) of the Law), the issuer shall use the eRIIS form TRA-O1. Said form will request the issuer to indicate the “Major shareholding notification – CSSF reference number” which corresponds to the filing reference indicated on the PDF extract of the notification form received by the issuer from the shareholder.

In the TRA-O1 form the issuer shall provide all requested metadata, attach the document which has been disclosed to the public under “Documents / Main” and attach any additional information under “Appendix”. As such, in case the issuer has published a press release to fulfil its requirements under Article 11(6), instead of the HOS-1 form received from the shareholder itself, said form may be added under “Appendix”.

Click on the above link for further information.