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www.pwc.com/lu/capital-markets The place for listing Alternative Investment Funds Luxembourg The Listing Centre Of Excellence 2011
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Page 1: The place for listing Alternative Investment Fundshedge fund occured in 1991 and allowed, among other things, the launch of products applying alternative investment strategies: extensive

www.pwc.com/lu/capital-markets

The place for listing Alternative Investment Funds

Luxembourg The Listing Centre Of Excellence2011

Page 2: The place for listing Alternative Investment Fundshedge fund occured in 1991 and allowed, among other things, the launch of products applying alternative investment strategies: extensive

2010 Key Figures

5,000 people employed to

support the alternative

fund industry in Luxembourg

Private Equity Real Estate Hedge Funds1

EUR €25 bn of assets

EUR €19,895 bn of assets

EUR €146,847 bn of assets

300 funds 171 funds 597 funds

Source: ALFI

1 All hedge funds and funds of hedge funds administrated in Luxembourg; the figure includes funds domiciled and non-domiciled in Luxembourg.

Around 483 entitiesfrom 11 different countries list 7,445 lines of Undertakingsfor Collective Investments

(“UCI’s”)

2007 2008 2009 2010

1000

800

600

400

200

0

Number of specialised investment funds (SIFs) launched since February 2007

Source: CSSF/ALFI

SIF Law 13 February 2007

933 new SIFssince the introduction of the new Law

J F M A M J J A S O N DF M A M J J A S O N D J F M A M J J A S O N D J F M

Page 3: The place for listing Alternative Investment Fundshedge fund occured in 1991 and allowed, among other things, the launch of products applying alternative investment strategies: extensive

Table of Contents

1. AlternativeInvestmentFunds 2

2. WhylistingAlternativeInvestmentFundsandwhyLuxembourg? 4

3. Admissiontotrading:achoicebetweentwomarkets: 6

3.1. “Bourse de Luxembourg”: EU regulated market 6

3.2. “Euro MTF market”: Exchange regulated market 6

4. PhasestolistontheLuxembourgStockExchange 8

4.1. Strategy/Planning 8

4.2. Documentation 8

4.3. Admission 9

4.4. Continuing obligations 9

5. OverviewoftheRegulatoryenvironment 10

6. TrustandTransparency 12

7. PwCLuxembourgCapitalMarketsGroup 13

Page 4: The place for listing Alternative Investment Fundshedge fund occured in 1991 and allowed, among other things, the launch of products applying alternative investment strategies: extensive

Asset Management companies are grappling with the blurring of the distinction between traditional long-only investment and alternative strategies. In Luxembourg, this is evidenced both by the strong growth in pure alternative investment funds and also the rapid emergence of alternative strategies embedded within the UCITS funds – the so-called “Alternative UCITS”.The general shift towards non-traditional asset classes has forced the majority of the traditional fund administrators to broaden their service proposals and offers, including listing funds to allow diversified category of investors to participate in the structures (e.g. UCITS funds, pension funds).

Most of the Luxembourg providers are able to perform high quality accounting of alternative funds with the specific aspects of consolidation and IFRS reporting. In addition, distribution aspects like shareholder monitoring (e.g. hot issues, capital calls and side pockets) and performance fee management (e.g. computation, shareholder equalisation and crystallisation) are part of the standard services offered. Thus, the one-stop-shopping of traditional and alternative fund servicing can be achieved, at least on a domicile level, by relying on dedicated resources and technically mature infrastructures.

The innovation of Luxembourg’s regulatory investment fund framework has fostered it into a dominant position as the onshore regulated domiciliation centre for alternative investment funds (e.g. Hedge Funds, Fund of Hedge Fund, Real Estate Funds and Private Equity Funds). Some of these funds are distributed on a cross-border basis. What’s more, Luxembourg has a well established administration expertise in funds ranging from Hedge Funds to Private Equity.

Hedge FundsLuxembourg is an established European centre for Hedge Funds. Luxembourg Hedge Funds benefit from the know-how of service providers and the flexibility of the Luxembourg regulator.

As at 31 December 2010, EUR 71,417 billion of Hedge Funds assets were under administration in Luxembourg and EUR 75,429 billions for Fund of Hedge Funds. The sector was totalling EUR 146,847 billions for 597 funds and showed a growth of 18,51% over the year. Hedge Funds and Fund of Hedge Funds account for two thirds of alternative investments in Luxembourg.

Luxembourg’s long-standing focus on Hedge Funds and Fund of Hedge Funds products has enjoyed rapid growth in recent years as a result of regulatory and market developments.

Structured as Specialised Investment Fund, “Part II” funds of the 2002 Law or as an Alternative UCITS, the fund range from simple long-short equity funds to more complex macro, arbitrage and commodity vehicle.

The first attempt from the Luxembourg regulator to regulate hedge fund occured in 1991 and allowed, among other things, the launch of products applying alternative investment strategies: extensive use of derivatives, short selling, leverage through borrowings, real estate investments, venture capital Funds and Funds of Hedge Funds.

Alternative Investment Funds

2 PwC Luxembourg

Page 5: The place for listing Alternative Investment Fundshedge fund occured in 1991 and allowed, among other things, the launch of products applying alternative investment strategies: extensive

Then to simplify the rules applicable to Luxembourg-domiciled Hedge Funds and to clarify the main investment restrictions applicable to short selling, leverage and derivatives, the Regulator issued at the end of 2002, CSSF Circular 02/80 on investment Funds using alternative investment strategies. This Circular is applicable to regulated Hedge Funds called “Part II” funds and it is open to all investors. Retail investors can invest in such Non-UCITS products. This has helped to significantly reduce the time needed to approve new products.

Also hedge fund strategies became visible in UCITS funds when the UCITS III Directive of 2001 introduced wider investment flexibilities which were further refined in the Eligible Assets Directive of 2007. Fund managers have now launched approximately 1,000 UCITS with hedge fund-like strategies, among which 50% are domiciled in Luxembourg. Assets managed in Alternative UCITS already equals 10% of the size of the global hedge fund industry.

What’s more, a new vehicle has become available since the law on Specialised Investment Fund (SIF) entered into force on 13 February 2007 and it replaces the 1991 regulation. This law further reduces the time to market as no pre-approval from the Regulator is needed before launching the Fund. Because it is dedicated to well-informed investors, fund managers exploit the increased investment power introduced by the law. The success of the SIF Law (more than 933 SIFs approved between February 2007 and beginning of April 2010) is a testimony to the vision of the Luxembourg legislature and to its capacity of translating industry and clients’ demands into reality.

Private Equity and Venture Capital Funds Benefiting from a flexible tax and legal environment, Luxembourg has been recognised for many years as a preeminent jurisdiction for structuring Private Equity Funds and private equity deals.

Historically, Luxembourg’s private equity practice related to “Soparfis” (Sociétés de participation financière) as acquisition vehicles in private equity investments, allowing for efficient tax structuring with minimal legal and administrative requirements. However, the adoption in 2004 of the law on SICARs (Sociétés d’investissement à capital-risque) really spurred the development of Luxembourg into a major centre for Private Equity Funds.

The launch of the Specialised Investment Funds was a further step along the way to putting Luxembourg firmly on the map as “the” European jurisdiction for Private Equity Funds and structuring.

The Luxembourg Stock Exchange 3

Real Estate Investment Funds The number of Luxembourg Real Estate Funds and Funds of Real Estate Funds has continuously grown over the last five years corresponding to EUR 19, 895 million of assets under administration.

Almost all new Real Estate Funds have been launched as Specialised Investment Funds reflecting the popularity of this onshore legal framework for Real Estate Fund initiators.

Page 6: The place for listing Alternative Investment Fundshedge fund occured in 1991 and allowed, among other things, the launch of products applying alternative investment strategies: extensive

Why listing?Listing alternative investment funds on a stock exchange market provides numerous benefits for both issuers and investors.

Listed funds and their issuers will leverage from greater visibilityandtransparency.

Investors will benefit from access to centralised data base where they will be able to find relevant information on the fund (i.e. prospectus, financial statements and other information related to the issuer).

In case of liquidityneeds, the products can benefit from the right regulated trade and post trade infrastructures to minimise the risks throughout the securities transactions value chain.

During the life of the listed funds on-going communication inform the investors about corporate events (merger, dividends, shareholders meeting, etc.) but also securities pricingandvaluation is regularly defined and communicated by the market.

Listing funds can also provide some taxadvantages for the investors and make often the products more easily eligiblewithintheportfolio of asset managers.

Why listing Alternative Investment Funds and why Luxembourg ?

Access to additionalfunds for future growth

Provide eligibilityforinstitutionalinvestors

(e.g. UCITS funds, insurance companies and pension funds)

Provide additional

investors’trustwith regardsto valuation

IncreaseliquidityBenefit from

Taxadvantages

Enhance issuer’svisibilityandtransparencyof

financial information

Listing

4 PwC Luxembourg

Page 7: The place for listing Alternative Investment Fundshedge fund occured in 1991 and allowed, among other things, the launch of products applying alternative investment strategies: extensive

Why Luxembourg? • Stable and secure public finance and tax environment; • Benefits from confirmed triple AAA long term credit rating

and high level of reputation;• Long history and an important experience in the

domiciliation and the administration of investment funds; • European leader of registration of investment funds

distributed on a pan-European basis; • Due to the straightforward, inexpensive and short time

listing formalities; • The change of status by moving from an offshore centre to a

regulated onshore centre, the Luxembourg, enhances the distribution to a broader range of investors (i.e. institutional, high net-worth individuals and retail investors);

• The existence of a permanent base centre permits eligibility for investments in the context of various jurisdictions.

New listings Quotation lines Legal entities

Domestic 1,213 7,293 446

Foreign 7 152 37

Total 1,220 7,445 483

The Luxembourg Stock Exchange 5

Source: The Luxembourg Stock Exchange as at 31 December 2010

Page 8: The place for listing Alternative Investment Fundshedge fund occured in 1991 and allowed, among other things, the launch of products applying alternative investment strategies: extensive

Admission to trading: a choice between two markets operated by the Luxembourg Stock Exchange

The Luxembourg Stock Exchange offers broad listing opportunities via its two markets, with the highest standards, meeting the eligibility criteria imposed to investors by securities regulators and central banks.

There are no restrictions on the type of securities to be listed on both markets, upon the condition of compliance with the Rules and Regulations of the relevant exchange. Issuers need to comply with different requirements according to the chosen market, both before and after admission.

“Bourse de Luxembourg” market: The EU regulated market Operating since May 1929, it is an EU-Regulated Market as defined in the European Directive 2004/39/EC and published on the list of the regulated markets in the Official Journal of the European Union. It offers a European passport for the admission to trading of securities in more than one EU member state to issuers looking to enlarge their scope of international investors.

The Luxembourg supervisory authority, the Commission de Surveillance du Secteur Financier (“CSSF”), is in charge of approving prospectuses for admission to trading on the “Bourse de Luxembourg” market.Issuers on the “Bourse de Luxembourg” market are subject to the requirements of the Prospectus, Transparency Obligation and Market Abuse Directives, including the preparation of consolidated financial information in accordance with International Financial Reporting Standards (“IFRS”) or, in the case of non-EU issuers, with accounting standards deemed equivalent.

“Euro MTF market”: The exchange regulated marketThe Euro MTF is a Multilateral Trading Facility in compliance with the Market in Financial instruments Directive (the “MiFID”, which was launched in July 2005 to satisfy the needs of those issuers not interested in a European passport or in need of more flexibility in relation to the preparation of financial information. It is not an EU-Regulated Market and therefore is outside the scope of EU Prospectus and Transparency Obligation Directives, allowing financial reporting under accounting standards other than IFRS or equivalent standards, in certain cases with a description of the main differences with IFRS or US Generally Accepted Accounting Standards.

The Luxembourg Stock Exchange is in charge of approving prospectuses for admission to the Euro MTF market, in accordance with its Rules and Regulations. The Rules and Regulations provide the Luxembourg Stock Exchange with some flexibility so that, in limited and appropriate circumstances, some requirements can be adapted to accommodate an issuer’s particular situation.

Since its launch, the Euro MTF has expanded rapidly, reaching 6,295 securities admitted to trading as at 29 April 2011.

6 PwC Luxembourg

Page 9: The place for listing Alternative Investment Fundshedge fund occured in 1991 and allowed, among other things, the launch of products applying alternative investment strategies: extensive

The Luxembourg Stock Exchange 7

Did you know that? • Luxembourg’s Euro MTF was the first European

exchange regulated market in 2009 with an offering value of EUR 1,575 Mio(1).

• The money raised on Luxembourg’s Euro MTF market contributed to 57 % of the total raised on Europe’s exchange regulated markets.

• Luxembourg attracted 73 % of all international IPO by value and 54 % by volume with its Euro MTF market hosting all 21 of its international IPO.

• 483 issuers from more than eleven different countries list 7,445 lines of Undertakings for Collective Investments (UCIs).

(1) Source : PwC IPO Watch 2009

Page 10: The place for listing Alternative Investment Fundshedge fund occured in 1991 and allowed, among other things, the launch of products applying alternative investment strategies: extensive

Phases to list on the Luxembourg Stock Exchange

Strategy/PlanningAdmission :• BdL• Euro MTF

Continuous Reporting Obligations

Preparing Documentation

Strategy/Planning/Documentation Planning and good preparation are keys to a successful admission. In order to fulfill the admission requirements for trading alternative investment funds have to comply with the following criteria:

• Conformity of the fund and its shares / units with the laws and regulations which they are subject to;

• Appropriateness of the financial track record (only for closed ended funds);

• Free negotiability of the shares / units;• Sufficient distribution of the shares / units to the public;• Minimum size of the market capitalisation;• Acceptance of the shares/ units with a clearing house.

Due to the amendments of the Luxembourg Law dated 19 December 2002 (the commercial “Accounting Law”), transposing Directive 2006/46/EC, listed issuers including listed funds on the EU regulated market must publish in their annual financial report a corporate governance statement including the following information:

• reference to the corporate governance code to which the company is subject to or with which the company has voluntarily decided to comply, including details of where the text of the relevant code is publicly available;

• all relevant information concerning corporate governance practices applied in respect of the company which are additional to any statutory requirements and details of where this information has been made available by the company for inspection by the public;

• details of, and reasons for, any departures from the requirements of the applicable code;

• a description of the main features of the internal control and risk management systems of the company in relation to the financial reporting process;

• a description of the operation of the shareholder meeting, the key powers of the shareholder meeting, shareholders’ rights and the exercise of such rights; and

• details of the composition and operation of the board of directors and the committees of the board of directors with administrative, management and supervisory functions.

The Association of Luxembourg Fund Industry has published a Corporate Governance Code which serves as the reference for the governance of Luxembourg domiciled investment funds.

8 PwC Luxembourg

Page 11: The place for listing Alternative Investment Fundshedge fund occured in 1991 and allowed, among other things, the launch of products applying alternative investment strategies: extensive

Admission The first question issuers need to consider when preparing a successful submission file, is the status of the fund, closed-end or open-end, which will determine the type information to be submitted.

Closed-end fund are considered to be funds that do not permit the redemption of its shares/units at the holders request. While open-end funds allow at the holder’s request the repurchase or redemption, directly or indirectly, of its shares/units out of the assets of the fund.

• In the case of admission to trading of closed-end funds on the “Bourse de Luxembourg” market, the prospectus and related documents will be submitted for approval to the CSSF.

• In the case of admission to trading of open-end funds on the “Bourse de Luxembourg” market as well as open and closed-end funds on the Euro MTF market, the prospectus and related documents will be submitted for approval to the Luxembourg Stock Exchange.

Another question is whether the Issuer is seeking the admission of equity securities (shares /units) or other types of securities like debt securities.

Non-Luxembourg domiciled funds may be admitted to trading on a market operated by the Luxembourg Stock Exchange based on a prospectus approved in compliance with harmonised EU law.

The listing on the Luxembourg Stock Exchange of non Luxembourg based investment funds is not subject to additional requirements.

Continuing obligations

On the regulated market “Bourse de Luxembourg”

Closed-ended funds are required to provide periodic and ongoing information defined as “Regulated Information”. This Regulated Information must be published; made available to an officially appointed mechanism (OAM) which is the Luxembourg Stock Exchange; and filed with the CSSF.

PeriodicRegulatedInformationIssuers must draw annual reports and half-yearly reports and issuers of shares have to provide an interim financial reporting.

OngoingRegulatedInformationMost reporting requirements concern information relating to major holdings and apply to both holders and issuers of shares. Issuers must also take into consideration the reporting obligations foreseen in the Market Abuse Directive concerning particularly the price sensitive information.Open-ended funds should comply with the ongoing obligations required by their national legislation.

On the “EuroMTF market”

PeriodicInformationThe financial reporting can be prepared under IFRS or other accounting standards. The reports will be made available:

• as soon as latest audited financial statements and latest management report prepared in accordance with the issuer’s national legislation are ready; and

• within the four months of the end of the first semester, a semi-annual report on the issuer’s activities and results, except where a semi-annual report is not required by the issuer’s national legislation.

OngoingInformationWithout prejudice to the other continuing obligations imposed by the issuer’s national regulations, the issuer shall communicate to the Luxembourg Stock Exchange as early as possible any information relating to events affecting the securities admitted to trading, including but not limited, to:

• Amendments affecting the rights of the securities. Any new issue or subscription of securities;

• Any change of transfer or paying agent. Announcements of any dividend distribution;

• Any other event or information which, on the date of its publication by the issuer or on its behalf, is likely to influence the price of the securities;

• Other useful information for investor protection.

The issuer shall communicate all other information that it deems useful for the protection of investors or for the due and proper operation of the market.

Detailed description of the ongoing obligations for entities listed on the Euro MTF market is disclosed in chapter 10 of part 1 of the rules of the Luxembourg Stock Exchange.

The Luxembourg Stock Exchange 9

Page 12: The place for listing Alternative Investment Fundshedge fund occured in 1991 and allowed, among other things, the launch of products applying alternative investment strategies: extensive

Overview of the Regulatory environment

InvestmentFunds InvestmentVehicles

PARTIIFUND SIF SICAR SOPARFI

LegalFramework • Subject to Part II of the Law 17 December 2010 relating to Undertaking for Collective Investments (2010 Law)

• Subject to the Law of 13 February 2007 on Specialised Investment Funds (SIF Law)

• Subject to the Law of 15 June 2004 on Investment Company in Risk Capital, as amended (SICAR Law)

• Subject to the Law of 10 August 1915 on Commercial Companies, as amended (Company Law)

PossibleInvestmentFundsenvisagedunderthelegalframework

• Hedge Funds• Fund of Hedge Funds• Real Estate Funds• Private Equity Funds

• Hedge Fund• Fund of Hedge Funds• Real Estate Funds• Private Equity Funds

• Private Equity Funds• Venture Capital Funds

• Hedge Funds• Funds of Hedge Funds• Private Equity Funds• Real Estate Funds

Eligibleinvestmentsandinvestmentrestrictions • Eligible investments unrestricted• Risk diversification requirements• Prior approval of the investment objective and strategy by

the CSSF

• Eligible investments unrestricted• Risk diversification requirements

• Investments must represent “risk capital” as defined in Circular CSSF 06/241. Not subject to risk spreading requirements

• Eligible investments unrestricted• Regular holding companies are not subject to risk spreading requirements

EligibleInvestors • All types of investors • Well-Informed Investors • Well-Informed Investors • All types of investors

Statusoftheentity • Open-end• Closed-end

• Open-end• Closed-end

• N/A • N/A

TypeofSecuritiesadmittedtotrading • Equity securities (Shares/Units)• Debt securities

• Equity securities (Shares/Units)• Debt securities

• Equity securities (Shares/Units)• Debt securities

• Equity securities (Shares/Units)• Debt securities

Admissiontolistingand/ortradingofopen-endentities(equitysecurities)

• Prospectus subject to the 2010 Law• Meet the requirements imposed by rules and regulation of

the relevant market

• Prospectus subject to the SIF Law• Meet the requirements imposed by rules and regulation of

the relevant market

• Prospectus in line with the requirements of 10 July 2005 on Prospectus on transferable securities (Prospectus Law)

• Meet the requirements imposed by the rules and regulation of the relevant market

• Prospectus subject to the Law of 10 July 2005 on Prospectus on transferable securities (Prospectus Law)

• Meet the requirements imposed by the rules and regulation of the relevant market

Admissiontolistingand/ortradingofclose-endedentities(equitysecurities)

• Prospectus in line with the requirements of the Prospectus Law

• Meet the requirements imposed by the rules and regulation of the relevant market

• Prospectus in line with the requirements of the Prospectus Law

• Meet the requirements imposed by the rules and regulation of the relevant market

• Prospectus in line with the requirements of 10 July 2005 on Prospectus on transferable securities (Prospectus Law)

• Meet the requirements imposed by the rules and regulation of the relevant market

• Prospectus subject to the Law of 10 July 2005 on Prospectus on transferable securities (Prospectus Law)

• Meet the requirements imposed by the rules and regulation of the relevant market

10 PwC Luxembourg

Page 13: The place for listing Alternative Investment Fundshedge fund occured in 1991 and allowed, among other things, the launch of products applying alternative investment strategies: extensive

InvestmentFunds InvestmentVehicles

PARTIIFUND SIF SICAR SOPARFI

LegalFramework • Subject to Part II of the Law 17 December 2010 relating to Undertaking for Collective Investments (2010 Law)

• Subject to the Law of 13 February 2007 on Specialised Investment Funds (SIF Law)

• Subject to the Law of 15 June 2004 on Investment Company in Risk Capital, as amended (SICAR Law)

• Subject to the Law of 10 August 1915 on Commercial Companies, as amended (Company Law)

PossibleInvestmentFundsenvisagedunderthelegalframework

• Hedge Funds• Fund of Hedge Funds• Real Estate Funds• Private Equity Funds

• Hedge Fund• Fund of Hedge Funds• Real Estate Funds• Private Equity Funds

• Private Equity Funds• Venture Capital Funds

• Hedge Funds• Funds of Hedge Funds• Private Equity Funds• Real Estate Funds

Eligibleinvestmentsandinvestmentrestrictions • Eligible investments unrestricted• Risk diversification requirements• Prior approval of the investment objective and strategy by

the CSSF

• Eligible investments unrestricted• Risk diversification requirements

• Investments must represent “risk capital” as defined in Circular CSSF 06/241. Not subject to risk spreading requirements

• Eligible investments unrestricted• Regular holding companies are not subject to risk spreading requirements

EligibleInvestors • All types of investors • Well-Informed Investors • Well-Informed Investors • All types of investors

Statusoftheentity • Open-end• Closed-end

• Open-end• Closed-end

• N/A • N/A

TypeofSecuritiesadmittedtotrading • Equity securities (Shares/Units)• Debt securities

• Equity securities (Shares/Units)• Debt securities

• Equity securities (Shares/Units)• Debt securities

• Equity securities (Shares/Units)• Debt securities

Admissiontolistingand/ortradingofopen-endentities(equitysecurities)

• Prospectus subject to the 2010 Law• Meet the requirements imposed by rules and regulation of

the relevant market

• Prospectus subject to the SIF Law• Meet the requirements imposed by rules and regulation of

the relevant market

• Prospectus in line with the requirements of 10 July 2005 on Prospectus on transferable securities (Prospectus Law)

• Meet the requirements imposed by the rules and regulation of the relevant market

• Prospectus subject to the Law of 10 July 2005 on Prospectus on transferable securities (Prospectus Law)

• Meet the requirements imposed by the rules and regulation of the relevant market

Admissiontolistingand/ortradingofclose-endedentities(equitysecurities)

• Prospectus in line with the requirements of the Prospectus Law

• Meet the requirements imposed by the rules and regulation of the relevant market

• Prospectus in line with the requirements of the Prospectus Law

• Meet the requirements imposed by the rules and regulation of the relevant market

• Prospectus in line with the requirements of 10 July 2005 on Prospectus on transferable securities (Prospectus Law)

• Meet the requirements imposed by the rules and regulation of the relevant market

• Prospectus subject to the Law of 10 July 2005 on Prospectus on transferable securities (Prospectus Law)

• Meet the requirements imposed by the rules and regulation of the relevant market

The Luxembourg Stock Exchange 11

Page 14: The place for listing Alternative Investment Fundshedge fund occured in 1991 and allowed, among other things, the launch of products applying alternative investment strategies: extensive

The forthcoming wave of regulations will generate greater demands on European alternative fund managers’ operations and transparency. With the European Alternative Investment Fund Managers Directive (AIFMD), the US Wall Street Reform and Consumer Protection Act (Dodd-Frank) and the US Foreign Account Tax Compliance Act (FATCA), when combined, will make Europe’s alternative investment fund managers among one of the most heavily regulated in the world.

Alternative fund managers must recognise the opportunity they have to increase assets – provided they regain investors’ trust. Transparency has an essential part to play in doing so. Portfolio transparency and controls transparency not only inform investors but also improve the ability of fund boards to discharge their duties by giving them greater insight into the activities of alternative fund managers and other service providers.

With the full implications of these regulations only becoming clear in the last few months, many alternative fund managers will have to add considerable infrastructure in terms of qualified people and systems.

As a result of AIFMD, many managers will need to significantly improve transparency through internal and external reporting, covering gearing, liquidity, risk management and trading activity.

The Luxembourg Financial Market Place, its infrastructure and the Luxembourg Stock Exchange aim to support the issuers and promoters in meeting these new objectives and challenges.

In response to CESR’s call for evidence on implementing measures on the AIFMD, many markets players have called the European Securities and Market Authority’s attention to the fact that already many alternative investment funds are listed and subject to disclosure requirements under the Prospectus Directive, as well as, existing reporting requirements of the relevant listing authorities. In this light, many listed alternative fund managers expect to report obligations under the AIFM to be lighter when compared to non-listed managers. Market and Post Market infrastructure All securities on both markets of the Luxembourg Stock Exchange are traded on the Universal Trading Platform (UTP) of NYSE Euronext. This is possible thanks to a partnership agreement signed on 22 March 2007 between Euronext N.V. and the Luxembourg Stock Exchange. The UTP platform is the single trading platform used by the cash and derivatives markets of NYSE Euronext. It is based on a global network which enables members to access the services and applications of NYSE Euronext and relies on unified communication protocols, both for public flows (market data) and private flows (order entry).

Post-trade activities for both markets of the Luxembourg Stock Exchange are assured by LCH.Clearnet S.A. which acts as a central counterparty (CCP) for certain securities and so ensures that trades are cleared rapidly and cost effectively. An innovative structure allows participants to use both Euroclear Bank and Clearstream Banking Luxembourg to settle trades. CCP services allow investors to trade on the Luxembourg Stock Exchange using industry best practices, and therefore strengthen post-trade efficiency.

Enhance Data dissemination and Information Transparency Luxembourg Stock Exchange centralises all regulated information issued by companies and making it accessible, thus ensuring effective dissemination of such information to the public. With this service, issuers or their representatives can file documents containing regulated information and are provided with a range of follow-up functionalities. Regulated information and documents are then made available for free public consultation and downloadable via the Luxembourg Stock Exchange website at www.bourse.lu

Issuers may also use our Financial News Service (FNS) for the publication of notices and press releases, for announcements and, in particular, price-sensitive information that must be published rapidly. Such news notices are then disseminated through the Luxembourg Stock Exchange website with a simultaneous distribution to EU financial media.

Trust and transparency

12 PwC Luxembourg

Page 15: The place for listing Alternative Investment Fundshedge fund occured in 1991 and allowed, among other things, the launch of products applying alternative investment strategies: extensive

Our Capital Markets Group can assist you in accessing capital markets with innovative tailored solutions.A multi-disciplinary approach enables companies to benefit from a team of tax, regulatory, advisory and audit experts, through a broad range of services, including:

AdviceonthestructuringofinvestmentvehiclesandproductsGuidance on the selection of the adequate investment listing vehicle (e.g. Hedge Funds, Fund of Hedge Funds Private Equity, Real Estate or structured products) in the light of local capital markets regulation and exchange admission opportunities

GuidanceonmarketopportunitiesAdvice on the selection of the market type (i.e. European regulated or exchange regulated markets), in line with the listing strategy and target investors

Adviceonthemosttaxefficientlistingstructure• Assessment of the company’s tax compliance status with

listing rules• Design of a feasible tax plan to control and minimise tax

exposure according to the most competitive financial vehicle or structure

Adviceonstockexchangeadmissiontotrading• Development of a strategy to handle the listing process and/

or approval by regulatory authorities • Provision of an overall insight into the capital markets related

European Directives (Prospectus, Transparency, Market Abuse, MiFID, etc.)

• Advice and review of prospectuses’ financial contents, compliance with related regulations and approval process

• Support in the submission of listing files and communication with the competent authorities

DuediligenceFinancial and business due diligence reviews

ProjectmanagementAdvice on the project management and coordination of transactions

PwC Luxembourg’s professionals have a vast experience in dealing with Luxembourg regulations and market practices, which enables them to anticipate and iron out difficulties in public offers, admission to the Official List and admission to trading, both locally and internationally. They are part of PwC’s global network of capital markets specialists, providing them with the opportunity to refer to and leverage the experience and best practices developed in other leading financial centres.

The PwC Luxembourg Capital Markets GroupHow PwC can Help

The Luxembourg Stock Exchange 13

Page 16: The place for listing Alternative Investment Fundshedge fund occured in 1991 and allowed, among other things, the launch of products applying alternative investment strategies: extensive

Contacts

Further information on the listing process and market data is available on the Luxembourg Stock Exchange website:www.bourse.lu

LuxembourgStockExchange11, av. de la Porte-Neuve, B.P. 165, L-2011 LuxembourgFor further information, please contact:

HubertGrignonDumoulinIssuers and market regulationIssuers, Head of [email protected]+352 477936-503

AlessandroPiccoEquity and Investment fundsIssuers, equities & [email protected]+352 477936-261

RonnyAlfEquity and Investment fundsIssuers, equities & [email protected]+352 477936-229

Contact details of Luxembourg’s Financial Sector Regulator:

CommissiondeSurveillanceduSecteurFinancier110, route d’Arlon, L-2991 Luxembourg+352 26 [email protected] Should you require further information on services provided by

PwC Luxembourg Capital Markets Group, please contact: LaurentColletLuxembourg Capital Market [email protected]+352 49 48 48-2549

DidierPrimeLuxembourg Asset Management [email protected]+352 49 48 48-6130

14 PwC Luxembourg

RégisMalcourantHedge Funds [email protected]+352 49 48 48-2540

FrançoisGénauxFinancial Services Consulting [email protected]+352 49 48 48-2509

Page 17: The place for listing Alternative Investment Fundshedge fund occured in 1991 and allowed, among other things, the launch of products applying alternative investment strategies: extensive

Should you require further information on services provided by PwC Luxembourg Capital Markets Group, please contact: LaurentColletLuxembourg Capital Market [email protected]+352 49 48 48-2549

DidierPrimeLuxembourg Asset Management [email protected]+352 49 48 48-6130

VincentLebrunPrivate Equity [email protected]+352 49 48 48-2225

AmauryEvrardReal Estate & Infrastructure [email protected]+352 49 48 48-5751

Page 18: The place for listing Alternative Investment Fundshedge fund occured in 1991 and allowed, among other things, the launch of products applying alternative investment strategies: extensive
Page 19: The place for listing Alternative Investment Fundshedge fund occured in 1991 and allowed, among other things, the launch of products applying alternative investment strategies: extensive

PwC Luxembourg (www.pwc.com/lu) has about 2000 professionals from 53 different countries. PwC firms provide industry-focused assurance, tax and advisory services to enhance value for their clients. More than 161,000 people in 154 countries in firms across the PwC network share their thinking, experience and solutions to develop fresh perspectives and practical advice. “PwC” is the brand under which member firms of PricewaterhouseCoopers International Limited (PwCIL) operate and provide services. Together, these firms form the PwC network. Each firm in the network is a separate legal entity and does not act as agent of PwCIL or any other member firm. PwCIL does not provide any services to clients. PwCIL is not responsible or liable for the acts or omissions of any of its member firms nor can it control the exercise of their professional judgment or bind them in any way.

Page 20: The place for listing Alternative Investment Fundshedge fund occured in 1991 and allowed, among other things, the launch of products applying alternative investment strategies: extensive

www.pwc.com/lu/capital-marketswww.bourse.lu

Published by the Société de la Bourse de Luxembourg S.A. (www.bourse.lu) and PwC Luxembourg (www.pwc.com/lu).© 2011 PricewaterhouseCoopers S.à.r.l.. All rights reserved. In this document, “PwC” refers to PricewaterhouseCoopers S.à.r.l. Luxembourg which is a member firm of PricewaterhouseCoopers International Limited, each member firm of which is a separate legal entity.


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