On 19 December 2023, the European Securities and Markets Authority (ESMA) unveiled its final draft regulatory technical standards (RTS) on Regulation (EU) 2023/606 (the ELTIF 2 Regulation), covering critical aspects such as minimum holding periods, notice periods, thresholds for liquid assets, and maximum redemption limits. This final RTS has not yet been formally adopted, and the European Commission may amend or reject the proposed standards.

The draft RTS cover a number of topics, including hedging restrictions, the life cycle of investments of the European long-term investment fund (ELTIF), matching mechanism conditions and disclosures on costs. We have highlighted below a few of the items that we consider key takeaways for the market.

Principal takeaways

The report delineates significant provisions and modifications to the RTS, addressing critical aspects of redemption and liquidity management tools:

1. The redemption notice period:

  • Redemptions are proposed to be permitted subject to a notice period of at least 12 months.
  • Exceptions to the 12-month notice period are contingent upon factors such as the minimum percentage of liquid assets and the maximum percentage of assets under management that are available for redemptions. ELTIFs catering solely for professional investors may seek exemptions from these restrictions.
  • The RTS provide for specific requirements relating to (i) different redemption notice periods (ranging from less than 1 year to less than 1 month), (ii) different minimum liquid assets percentages and (iii) maximum redemption percentages, along with (iv) justifications that need to be provided to the relevant National Competent Authority (NCA, or CSSF in the case of Luxembourg).

2. Maximum Redemption frequency:

  • Introduction of a common maximum quarterly redemption frequency, with flexibility for ELTIF managers to deviate, provided they can justify this to their NCA.
  • Exploration of circumstances warranting the use of redemption gates, recommending the continued use of at least one anti-dilution liquidity management tool (LTM). ELTIF managers may opt for alternative LTMs with appropriate justification.
  • Mandatory disclosure of LMTs in non-technical language when marketed to retail investors, with potential exemptions for ELTIFs exclusively targeting professional investors.

The table below provides a clear overview of the minimum percentage of liquid assets, the maximum percentage of assets for redemptions, and the specific conditions related to the notice period for different ranges.

Notice Period Range Minimum Percentage of Liquid Assets Maximum Percentage of Assets for Redemptions (Redemption Gates) Justification Requirement for Notice Period < 3 Months
Less than 1 year to 9 months -13% 50% Not Applicable
Less than 9 months to 6 months 27% 45% Not Applicable
Less than 6 months to 3 months 40% 40% Not Applicable
Less than 3 months to 1 month 40% 35% Required, justification to relevant NCA
Less than 1 month 40% 20% Required, justification to relevant NCA

3. Flexibility on Minimum Holding Period:

There is a proposal to eliminate the time-based requirement for a set minimum holding period, granting ELTIF managers the flexibility to choose the most suitable holding period based on outlined criteria in the RTS.

4. Choice of liquidity management tools:

ELTIF managers must choose and apply at least one liquidity management tool (e.g., anti-dilution levies, swing pricing, redemption fees). Exceptions and justifications can be presented to the NCA, with possible exemptions for ELTIFs exclusively targeting professional investors.

Main Issue:

One of the main concerns of the market relates to the liquidity requirements for partly open-ended ELTIFs. This would make these semi-liquid ELTIFs unworkable in practice due to the required notice periods coupled with the mandatory liquidity allocations. The current version of the RTS would makes these ELTIFs rather unattractive for both market players and ultimate investors.

What's next?

The draft RTS has not been adopted yet, The European Commission has a three-month window, extendable by another month, to adopt the draft RTS. It may amend and return the draft to ESMA for further consideration. If it is adopted, the draft RTS will enter into force on the day following its publication in the Official Journal of the European Union.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.