On 6 September 2022, the Luxembourg financial regulator (CSSF) released a communication (the "Communication") on the regulatory requirements arising from:
- EU Regulation 2019/2088 of 27 November 2019 on sustainability-related disclosures in the financial services sector (SFDR); and
- EU Commission Delegated Regulation 2022/1288 of 6 April 2022 on regulatory technical standards (SFDR RTS).
This Communication follows the previous communication released on 27 July 2022, whereby CSSF gave a reminder of the deadline of 1 January 2023 for specific updates of UCITS and AIF pre-contractual documents by providing instructions on how to proceed with the filing of updated pre-contractual documents in view of the upcoming entry into force of the SFDR RTS.
In this Communication, CSSF states that the announced RTS confirmation letter, which should accompany the filing of a prospectus/issuing document to support the update on sustainability-related disclosures with regard to SFDR RTS, as described in the previous communication in July 2022, can now be downloaded from the website of CSSF, respectively for UCITS and for AIFs.
CSSF reminds practitioners intending to update pre-contractual documents that they may benefit from an accelerated examination and visa stamping of the prospectus if the following conditions are met:
- changes made to the pre-contractual documents are limited to the insertion of the templates according to the annexes of Commission Delegated Regulation (EU) 2022/1288 and that for all of the sub-funds subject to Article 8 or 9 SFDR of the fund;
- the updated prospectus filed is accompanied by the RTS confirmation letter and related table requested, duly completed and signed by authorised persons; and
- any other changes made apart from changes made in reference to the insertion of the standardised annexes pursuant to Commission Delegated Regulation (EU) 2022/1288 must be minor, editorial in nature only and may not entail any material change for investors.
The CSSF Communication also emphasises that for the purpose of the accelerated examination and visa stamp procedure, the following sequential steps must be fulfilled:
- the submission for examination of a draft prospectus/issuing document including the templates (in track changes compared with the previous visa-stamped prospectus/issuing document), the RTS confirmation letter and the related table requested;
- where relevant, CSSF will return comments to the applicant with a request for prompt clarification or confirmation, if needed, reiteration until completion and consent on disclosures to be inserted; and
- after completion and consent, transmission to the applicant of information stating that the examination phase has ended and an invitation to upload the consented prospectus version in a clean version for visa stamp, in PDF text format and in accordance with Circular CSSF 19/708 relating to the electronic transmission of documents to CSSF.
The accelerated examination and processing will be available until 31 October 2022, any transmission following the process above after that date will be considered on a best effort basis.
Prospectuses/issuing documents updated with regard to SFDR RTS along with other material changes to the prospectus/issuing document must be filed through an ordinary amendments procedure and will be examined on a best effort basis.