New CSSF Online Portal for Luxembourg Major Shareholding Notifications
Last month the CSSF announced the launch of the eRIIS, its new online portal for those subject to major shareholder notifications under Articles 11(2) and 18(2) of the Transparency Law.
The eRIIS is already live and can be used for filings and replaces the current CSSF filing process via email for the major shareholding disclosures. With this in mind, we thought we would highlight some of the key questions regarding the new reporting portal:
1. What are the Luxembourg major shareholding notification thresholds?
A person who acquires or disposes of such shares shall simultaneously notify the issuer and the CSSF of the proportion of voting rights held as a result of the acquisition or disposal where that proportion reaches, exceeds or falls below the thresholds of 5 %, 10 %, 15 %, 20 %, 25 %, 33 1/3 %, 50 % and 66 2/3 % referred to in Article 8 of the Transparency Law.
2. What is the filing deadline?
The notification to the issuer and the filing with the CSSF shall be made promptly and not later than six trading days following a transaction or no later than four trading days following the disclosure of the information by the issuer of an event resulting in the change of the total number of voting rights.
3. What is eRIIS?
eRIIS stands for “electronic Reporting of Information concerning Issuers of Securities”.
It is a new online portal which replaces the current CSSF filing process via email for the major legal filing requirements applicable to the following two types of persons:
- issuers of securities and
- holders of securities (for notifications of major holdings and for notifications of persons discharging managerial responsibilities within an issuer).
4. Do you have to register for the eRIIS portal?
A LuxTrust certificate is required to access the eRIIS platform and get an eRIIS user account. The CSSF have advised those who do not already possess a LuxTrust certificate, to order one as soon as possible.
6. Is there a transition period for notifications through eRIIS portal?
The eRIIS is already live and can be used for filings. The CSSF have encouraged all concerned persons to use eRIIS as soon as possible. However, the CSSF have stated that filings per email will be tolerated until 30 May 2022 to allow sufficient time to complete all administrative tasks necessary for accessing eRIIS.
The standard form for notifications is available via the following link.
7. How do you file a major shareholding notification through eRIIS?
To file a major holding notification in eRIIS as holder of securities, the following steps should be taken:
- Access eRIIS and (depending on your situation) choose the appropriate Reporting Entity
- Click on “Create a new filing”
- Select the metadata type “Major holding notification” and press “Next”.
- In the “Metadata” screen section, fill in the necessary information as required under Part 1 to Part 6. Click on “Save” at the bottom of each Part. Please be aware that tables can only be filled after the form has been saved a first time.
- If necessary, additional documents concerning the major holding notification can be included in the filing by selecting “Documents” (in the “Menu” section) and adding the document(s) in question under “Appendix”. Note in that respect that if the last checkbox of Part4 (“The full chain of controlled undertakings is too complex to illustrate under point 8 of this form […].”) is selected, one document (at least) mandatorily needs to be added as “Appendix” under “Documents”.
- When Part1 to Part6 are completed and saved (and, depending on the case, any document included), the major holding notification may be submitted to the CSSF by clicking on “Submit” (under “Actions”) and confirming the submission.
- An email of acknowledgement of receipt of the filing submission will be sent by eRIIS. This email includes a reference number attributed to the filing.
- The email will urge you to download the notification form, which is accessed under “Documents” / “Main” (in the “Menu” section). When filing said notification form with the issuer concerned, please also indicate the CSSF reference number mentioned under point (7) above in the email to the issuer. Note that any complementary document added under “Appendix” will not be included in the notification form generated by eRIIS. Any complementary document thus needs to be included in the email of filing to the issuer, in complement to the notification form itself.
8. Is there any guidance available?
Yes, the following user guides are available:
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