Regulatory news alert - Squeeze-out and buy-out of securities


Law of 21 July 2012 on mandatory squeeze-out and buy-out of securities of companies admitted or previously admitted to trading on a regulated market or having been subject to a public offering and modifying the Law of 23 December 1998 establishing a financial sector supervisory commission (hereafter “the Law”)

The purpose of this Law is to introduce within Luxembourg Law the provisions on the mandatory squeeze-out and buy-out of securities of companies the securities of which are admitted, or have been previously admitted, to trading on a regulated market. The Law falls within the scope of the motion of the Chamber of Representatives (Chambre des Députés) of 4 May 2006 in which the government was called upon to provide for an arrangement enabling largely minority shareholders of a company, as a result of significant changes in the capital structure, to withdraw from such a company by selling their securities at a fair price to the majority shareholder(s).

Conversely, the Law also allows largely majority shareholders to squeeze-out, again at a fair price, the remaining securities where those securities are no longer traded or are no longer authorised to be traded.

The waiver for the second constitutional vote has been introduced on 3 July 2012. The Law should be published shortly at the Mémorial.

The entry into force will be the first day of the third month following the publication at the Mémorial, i.e. on 1st October 2012.

Discover all the details of this law in the PDF attached above.

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