Introduction

1. The Prospectus Directive was implemented in the Grand Duchy of Luxembourg by an act of 10 July 2005 on prospectuses for securities (the ‘Prospectus Act’ or ‘Act’). The Prospectus Act applies together with the Prospectus Regulation which contains the detailed provisions to be included in prospectuses prepared for an offer of securities to the public or an admission to trading on a regulated market.

2. The Prospectus Act goes beyond the implementation of the Prospectus Directive. It is divided into four Parts. Part I includes the definitions used throughout the Prospectus Act. Part II has the same scope as the Prospectus Directive and applies to all those issuers that fall within the scope of the Prospectus Directive. Part III sets out the legal framework which applies to issuers and transactions that fall outside of the scope of the Prospectus Directive. Part IV sets out the rules which apply in relation to the Euro MTF, the alternative market and for which the rules and regulations of the Luxembourg Stock Exchange apply and the former authority is the competent authority.

The law grants authority to the Commission de Surveillance du Secteur Financier (the ‘CSSF’) to approve prospectuses in relation to transactions falling within the scope of Part II and to offer securities to the public in the framework of Part III of the Prospectus Act.