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Author: Don Obrien

Listing of SPACs in Luxembourg: LuxSE’s Clarification Offers New Opportunities for Financial Market | Dechert LLP


The Luxembourg Stock Exchange (“LuxSE”) has recently released its first set of guidelines for the listing of Special Purpose Acquisition Companies (“SPACs”) on the LuxSE’s regulated market (Bourse de Luxembourg) and Euro MTF market (the “Guidelines”)1.

These Guidelines clarify the position of the LuxSE as to the possibility to list SPACs in Luxembourg2 and respond to the boom of the trend of SPACs in the United States which has gained in EU markets. These shell companies are formed strictly to raise funds through initial public offerings (“IPOs”) for the aim of acquiring an operating business, and have become a strong sustainable alternative to the traditional IPO process over the past few years.

Pursuant to these Guidelines, the LuxSE creates a framework for listing SPACs in Luxembourg while protecting investor interests and market integrity by recommending SPACs sponsors consider the following when structuring SPACs to be listed on a market maintained by the LuxSE:

  1. Funds raised by a SPAC should be placed in an escrow account with a regulated financial institution and be subject to a documented order of priority for outgoing payments.
  2. The SPAC shareholders should be granted redemption rights with a clear description of the conditions for the exercise of such rights.
  3. The de-SPAC process (i.e. the business combination with the target company) should be approved by a majority of the SPAC shareholders in a general meeting where shareholders are provided with the information necessary to make an informed decision about the exercise of their redemption rights.
  4. The prospectus for listing the SPAC should describe its business strategy and provide insights on the target industries and geographies where it seeks acquisition opportunities.
  5. The timeframe for the consummation of the de-SPAC process should be defined and limited in duration.

These recommendations — which come in addition to the general admission listing rules laid down in the Rules and Regulations of LuxSE — are not exhaustive or mandatory, and the LuxSE reserves the right to consider other features of a SPAC (including management lock-up periods, sponsor commitments or remuneration mechanisms) when reviewing a listing application.

The issuance of these Guidelines — which demonstrates the ability of Luxembourg to adapt rapidly to new business practices in order to remain attractive and competitive — shall offer new opportunities to its financial market in the coming months.

Footnotes

1) Guidelines for listing SPACs at LuxSE, August 2021.

2) Before the issuance of these Guidelines, the listing of a SPAC on a market of the LuxSE was uncertain due to the fact that at the time of its listing a SPAC does not have any underlying tangible asset or operating business.



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