Moratorium on disclosure obligations for issuers under the Transparency Law
Given the impact of the COVID-19 pandemic on issuers and their financial statements, the CSSF has decided not to prioritise supervisory actions against issuers in respect of the upcoming publication deadlines for periodic information.
In the context of the COVID-19 pandemic, the CSSF continues to ensure investor protection and market integrity, while taking into account the practical difficulties issuers and their auditors may face in order to provide comprehensive and high quality financial information to investors.
To this effect, the CSSF has decided not to prioritise supervisory actions against issuers in respect of the upcoming publication deadlines for periodic information.
More precisely, the CSSF will not take any administrative measures or sanctions against issuers who fail to comply with publication deadlines of periodic information required by articles 3 (annual financial statements), 4 (half-yearly financial reports) and 5 (report on payments to government) of the law of 11 January 2008 on transparency requirements for issuers (the “Transparency Law”). Issuers may benefit from an additional period of two months to publish their upcoming periodic information.
This temporary measure applies to issuers for which Luxembourg is the home Member State pursuant to the Transparency Law for reporting periods ending on 31 December 2019 or after that date but before 1 April 2020.
The CSSF also considers that:
- issuers who anticipate a delay in their financial reports should inform the market accordingly; and
- issuers and holders of securities must pay particular attention to compliance with ongoing disclosure requirements under the Transparency Law and the Market Abuse Regulation (in particular, requirements to disclose inside information, to notify and publish major holdings as well as obligations to notify and publish managers’ transactions).
Issuers anticipating a delay in their financial reports must also inform the CSSF accordingly (via firstname.lastname@example.org) as soon as possible and in any case before the expiry of the applicable legal deadline and indicate the reasons for this delay as well as, if possible, the expected publication date.
The CSSF’s position is in line with ESMA’s recommendations.
More information here.