Cayman Islands: How To List High Yield Bonds On The International Stock Exchange

The purpose of this article is to provide a high level understanding of Walkers' listing sponsor services in the Channel Islands, together with general information on the listing of High Yield Bonds on the Channel Islands Securities Exchange, which has recently rebranded as The International Stock Exchange (the "TISE").

Walkers Capital Markets Ltd ("WCML") and the TISE are seeing an increasing number of enquiries relating to the listing of high yield bonds on the TISE. These bonds are marketed to qualified institutional and sophisticated investors under Rule 144A of the Securities Act of 1933, and are usually issued under New York law governed offer documents.

The International Stock Exchange

The TISE offers a regulated marketplace from within the European time zone but outside the European Union. EU directives (such as the Market Abuse Regulation) do not apply. The TISE is a "Recognised Stock Exchange" by UK HM Revenue & Customs. Today there are more than 1,500 specialist debt securities listed on the exchange.

The majority of listings on the TISE are for specialist debt securities (including High Yield Bonds and Eurobonds) but the TISE also aims to list other types of securities, in an effort to diversify its business. It is expanding into REITs, Special Purpose Acquisition Companies (SPACs), other investment vehicles, extractive industries and equity listings.

Listing Process

The listing application process is normally carried out in two main stages. The first stage is an initial submission with draft documents and the second stage is the submission of final signed documents on the anticipated listing date. The listing process essentially involves the review and approval of an offering document, which is referred to as a listing document, and certain ancillary documents, which must demonstrate compliance with the TISE Listing Rules.

The listing document must include all information necessary for an investor to make an informed decision in relation to its investment and usually consists of the instrument constituting the high yield bonds (the offer document prepared by onshore counsel) and, if required, a wrapper document prepared by WCML. In comparison to other major exchanges, the TISE requires significantly less information to be disclosed within the listing document. It is also worth noting that the listing document will not be published on the TISE's website. Walkers is happy to review draft listing documents before they are signed, to ensure that the securities are capable of listing.

The TISE provides a familiar approach to listing High Yield bonds and, for example, they do not require standalone guarantor accounts for each guarantor, if they are all part of the same group. Also, group consolidated accounts are acceptable.

Timing

As for timing, we would generally advise that an issuer should be listed within four to six weeks of receiving instructions, although shorter timeframes may also be accommodated. As the TISE's approvals committee meets on a daily basis, it is possible to arrange a listing on any day of the week.

Walkers Listing Sponsor Services

The Walkers listing team has extensive experience providing listing agent services in connection with listings on the TISE. Walkers Capital Markets Ltd is a Category 1, 2 and 3 sponsor of the TISE which means that we are able to act as a sponsor for all listing purposes.

In case of unusual transactions, WCML can contact the TISE at an early stage to seek informal and confidential guidance as to the eligibility of a proposed listing application.

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.

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