Cyprus: International Securities Law And Regulation – Second Edition

Last Updated: 30 January 2014
Article by Elias Neocleous and Achilleas Malliotis

INTRODUCTION

In General

A new era for the securities sector in Cyprus began on 29 March 1996 with the inauguration of the Cyprus Stock Exchange (CSE), the first official stock exchange in Cyprus.

The CSE, the successor to the previous unofficial over-the-counter market at the Chamber of Commerce and Industry, is modeled on current international securities rules and practices and aspires to consolidate the position of Cyprus as a regional business and financial services centre and boost the growth of capital markets in Cyprus.

Sources of Law

The principal legislation governing the issue and trade of securities in Cyprus is as follows:

  • Securities and Stock Exchange Law, 14(I) of 1993, as amended;1
  • Securities and Stock Exchange Regulations of 1995-2005 (Part 1);2
  • Securities and Stock Exchange Regulations of 1995-2005 (Part 2 — Supplements);
  • Trading Rules (Regulatory Administrative Act) 409/2006, as amended;3
  • Regulatory Administrative Act 209/2011, as amended;4
  • Securities and Stock Exchange (Central Securities Depository and Central Registry) Laws of 1996-2006;5
  • Securities and Stock Exchange (Registering, Trading, and Settlement of Dematerialised Securities) Regulations 161/2001, as amended;6
  • Regulatory Administrative Act 81/2005, as amended, relating to members of the Cyprus Stock Exchange;
  • Regulatory Administrative Act 166/2005, as amended, relating to the Cyprus Stock Exchange Code of Conduct;7
  • Regulatory Administrative Act 596/2005, as amended, relating to the listing of securities on the Cyprus Stock Exchange, continuous obligations of issuers, and fees; and
  • Regulatory Administrative Act 398/2006, as amended, relating to the operation of the Central Registry and Central Depository.8

Regulatory Authorities

The CSE was established under the Securities and Stock Exchange Law in April 1993. A seven-member Council (CSE Council) is responsible for the day-to-day management of the CSE and the implementation of its policies.

The CSE is supervised by the Cyprus Securities and Exchange Commission (CySEC), which comprises a government commissioner, a representative of the Central Bank, and three other members appointed by the Council of Ministers.

The regulatory regime aims to balance the interests of issuers and investors, by providing proper protection to local and foreign investors, without making it unduly onerous for companies to obtain and maintain a listing on the CSE.

Admission to Cyprus Stock Exchange

The CSE is the only official investment exchange in Cyprus. The roots of the CSE date to 1979 when the Cyprus Chamber of Commerce and Industry established an unofficial over-the-counter exchange to regulate the growing securities market. As a result, a dynamic market had developed by the time the CSE opened its doors.

Market Participants

Only members of the CSE holding the requisite licence from the CSE Council may exercise the profession of stockbroker. The licence is readily granted if the broker satisfies a set of prerequisites relating to educational qualifications, professional experience, and personal and financial integrity.

Types of Traded Securities

Under the Securities and Stock Exchange Law, listed public sector securities, corporate securities of listed companies, and other securities which the CSE Council has declared as Stock Exchange securities can be traded on the CSE. These securities include shares, rights, warrants, corporate bonds, government bonds, and treasury bills.

Types of Transactions

The CSE boasts advanced technology comparable with that of established overseas exchanges. Its fully automated computerised trading system (consisting of the Central Registry Depository and Clearing & Settlement System) became fully operational on 7 May 1999 under section 22 of the Securities and Stock Exchange Law and regulation 33 of the Securities and Stock Exchange Regulations.

Opening Trading Account

All securities traded under the Central Registry Depository and Clearing & Settlement System are in dematerialised form with transfers effected through a central electronic book entry system maintained at the CSE. Investors who wish to execute stock exchange transactions can do so only if they have trading accounts. There are two types of trading accounts, namely:

  • A general trading account where an investor gives discretion to a member of the CSE to effect stock exchange transactions in relation to listed securities; in particular, the member is given the right to sell any security which the investor has or will have transferred to the general trading account, as well as the right to buy any security; and
  • A special trading account where the investor gives discretion to a member of the CSE to purchase (but not to sell) securities which will be transferred to the depository account of the investor as soon as they are acquired; the member is not given access to those securities and does not have the discretion to sell them.

Generally, an investor can open a number of trading accounts with various brokers and for a number of different purposes including for 'buy only' or 'buy/sell' trades.

General or special trading accounts are easily opened using the prescribed form of application, namely, Form 10A for a general trading account and Form 11 for a special trading account.

A prerequisite to the opening of a trading account is the opening by the investor of a depository account, irrespective of whether or not there are any securities in the depository account. A depository account is the account in which all the dematerialised securities which an investor holds at the CSE Central Registry are recorded. A person wishing to acquire listed securities for the first time must open a depository account by application to the CSE using prescribed Form 1.

Central Registry and Depository and Settlement System

The Securities and Stock Exchange (Central Securities Depository and Central Registry) Law, 27(I) of 1996, provides for the establishment and operation of a central register for all securities listed on the Cyprus Stock Exchange, the dematerialisation of these securities, the settlement of transactions in respect of dematerialised securities, and related matters.

The Central Registry and Depository contains personal information on individual investors, details of the securities owned by them, and any changes in their shareholdings. More specifically, the Central Depository and Securities Register entails the replacement of share certificates by electronic computer records. Instead of certificates of securities, beneficiaries of registered securities are granted a certification of their status, the securities involved, and any charges they carry.

The Settlement System is the part of the Cyprus Securities Depository by which trades and transactions due for settlement are processed within the CSE. The Settlement System deals with the securities side of settlement at the individual investor level as well as the funds side of settlement at the market participant level (brokerage firms).

Security positions occur automatically within the system on the settlement date, while the settlement of cash positions between market participants and the clearing house occurs on the settlement date through the banking system. The system supports delivery versus payment settlement. There are two settlement methods which are utilised and which have as their intention the reduction of settlement risk and the enhancement of investor confidence and volume of trading. These are as follows:

  • Contractual Netting Settlement — where cash is netted by a market participant who is either a net buyer or a net seller; and
  • Trade-for-Trade Settlement — where each trade is settled for cash separately with no netting.

Over-the-Counter Transactions

As a general rule, the Securities and Stock Exchange Law prohibits over-the- counter trading of securities. However, certain transactions set out in section 23(1) of the Securities and Stock Exchange Law may be executed outside the CSE provided that they are notified to the CSE within three working days. To transfer securities in accordance with the Stock Exchange laws and regulations, the following must be delivered to the CSE:

  • A transfer document in the prescribed form (Form 2), signed by both the transferor and the transferee;
  • A form for notification of practices involving listed securities (Form 3); and
  • Transaction fees payable to the CSE9 in accordance with the Fees for Stock Exchange Transactions, Law Number 161(1) of 1999, as amended.10

ISSUER REQUIREMENTS

In General

An issuer (whether local or foreign) seeking a listing on the CSE must satisfy certain basic requirements which vary according to the market on which it intends to list its securities. These are as follows:

  • The issuer must have been duly incorporated and must operate in accordance with the laws of its jurisdiction of incorporation;
  • The laws of the jurisdiction of incorporation of the issuer and its constitutional documents must allow the issuer to issue the specific securities intended to be listed;
  • The listing must be in respect of securities issued or proposed to be issued of the same category;
  • The issuer must ensure that existing shareholders have the opportunity to take advantage of pre-emptive rights in subsequent share issues;
  • The listing must relate to fully paid securities;
  • The issuer must prove (to the CSE Council) that it has sufficient working capital at its disposal;
  • The issuer must comply with all statutory reporting and disclosure requirements under the scrutiny of the CSE Council;
  • The issuer must be in a position to deliver its register in electronic form to the Central Securities Depository and Central Registry;
  • In the case of a financial services firm the application must be related to the financial services firms market;
  • The issuer must provide guarantees for the protection of investors; and
  • The issuer must not undertake any obligations inconsistent with the interests of its other shareholders.

In 2008, with the implementation of the Common Trading Platform between the CSE and the Athens Stock Exchange, the market of listed companies was completely overhauled through the creation of a number of specialised markets, making the market provided by the CSE more flexible and bringing it into line with its international counterparts.

The new markets are the Main Market, Parallel Market, Alternative Market, Investment Firms' Market, Major Projects Market, Shipping Companies Market, Special Category Market, Corporate Bonds Market, and the Undertakings of Collective Investments in Transferable Securities (UCITS) Market. In late 2009, the CSE introduced an Emerging Companies Market in the form of a multilateral trading facility as defined in Council Directive 2004/39/EC.

Prospectus Requirements

Requirements under Securities and Stock Exchange Law and Regulations

The prospectus and listing particulars requirements imposed on issuers seeking a listing on the CSE closely follow the principal body of EU Directives and Regulations in this area. Prospective issuers may list their securities on the CSE by one of the following methods:

  • Public offer for subscription for the purchase of shares which have not yet been issued or allotted;
  • Public offer for sale of shares which have already been issued or allotted;
  • Offer for sale through the introduction of shares already issued or allotted; and
  • Private placement, through marketing exclusively to specific investors for the sale of shares which have already been issued or are about to be issued.

To apply for a listing, a company must submit to the Council of the CSE a signed application and a number of other supporting documents, including a suitability questionnaire, a corporate profile and, most importantly, the listing particulars which vary according to the market on which the relevant securities are proposed to be listed.

Aside from serving disclosure and screening purposes, the listing requirements are designed to help investors evaluate the assets and liabilities, financial position, and the prospects of the issuer and of the rights attaching to the securities to be listed.

In the case of initial public offerings, the level of information required for the preparation of the listing particulars is substantial: for subsequent issues these requirements are less stringent. Furthermore, the CSE Council has the discretion to wholly or partially exempt an issuer from the obligation to prepare listing particulars, under the conditions outlined in Regulatory Administrative Act 596/2005.

The degree of disclosure also varies according to the status of the issuer (general corporate issuer, an investment company, or the government), the type of placement (private or public), and the type of securities proposed to be offered (shares, rights, warrants, or bonds).

Requirements under Companies Law

The Companies Law also lays down certain prospectus requirements with regard to public issues of securities. Following the enactment of Law 99(I) of 2009, the prospectus requirements set out in sections 37−46 of the Companies Law do not apply in relation to shares or debentures to which the Public Offer and Prospectus Law11 or the UCITS Law12 apply.

Section 2(1) of the Companies Law defines a prospectus as any prospectus, notice, circular, advertisement, or other invitation offering to the public for subscription or purchase of any shares or debentures of a company. The main requirements can be found in the prospectus and allotment provisions and in the Third, Fourth, and Fifth Schedules to the Companies Law.

The prospectus provisions of the Companies Law are mainly concerned with invitations to the public to acquire shares or debentures. The definition of a public offer given in section 54 is very broad and encompasses any section of the public, whether selected as members or debenture holders of the company concerned or as clients of the person issuing the prospectus or in any other manner. This formula is not only wide but also flexible, enabling the courts to deal with each case on its own merits and in accordance with its specific circumstances. As a result, companies must comply with the prospectus requirements of the Companies Law not only in cases of direct offers for subscription or rights and conversion issues but also whenever they publish a document of any kind to the effect that they allot or agree to allot any securities with a view to their being offered for sale to the public. Therefore, the latter provision also covers offers for sale and placements unless they are of a purely domestic nature and do not involve either renounceable allotment letters or a stock exchange introduction.

The Companies Law provides that a copy of the prospectus signed by the directors must be filed with the Registrar of Companies before its issue, which must contain specific information as set out in the Fourth Schedule to the Companies Law. An abridged prospectus which does not need to comply with the requirements of section 39 and the Fourth Schedule to the Companies Law is admitted whenever shares or debentures are in all respects uniform with those already issued and quoted on a prescribed stock exchange.13

If a public company, on its formation or after its conversion from a private company, does not publish a prospectus or subsequent to publication does not proceed with the allotment of its securities, it is obliged to file a statement in lieu of a prospectus with the Registrar of Companies in accordance with sections 31 and 48 and the Third and Fifth Schedules to the Companies Law.

REGISTRATION OF PUBLIC OFFERINGS

When the issuer applies for the registration of a public offer for subscription for the purchase of shares which have not yet been issued or allotted, the issue must be underwritten by at least one underwriter, who may be a member of the CSE, a commercial bank, or other person approved by the CSE Council.

Public offerings are subject to full prospectus requirements to enable potential investors to make informed investment decisions based on publicly available and readily accessible information.

To be able to publish a prospectus for the introduction of shares on the CSE, the prospective issuer requires a licence from the CSE Council which, once obtained, obliges the issuer to publish the listing particulars within 15 days in at least two daily national newspapers. The prospectus also must be made available at an address in Cyprus where interested parties can obtain a copy of it.

Within 48 hours of publication, the issuer must deposit with the CSE Council three copies of the newspapers. The final step is for the CSE Council officially to announce its decision to accept the listing of the shares and to fix a date for the commencement of trading.

REGISTRATION OF PLACEMENTS

According to the Prospectus Law, 114(I) of 2005, which implemented EU Directives 2001/34 and 2003/71, a 'public offer of securities' is defined as a communication to persons in any form and by any means by which sufficient information on the terms of the offer and the securities to be offered is provided so that a potential investor can decide whether or not to purchase those securities.

According to section 4(1) of the Prospectus Law, no offer of securities may be made without the publication of a prospectus which has been approved by CySEC. The publication of a prospectus under the provisions of the Prospectus Law applies to the placement of securities through market intermediaries, provided that such placement falls under the definition of a public offer.

The offers to which the Prospectus Law applies are determined by elimination of the relevant exemptions set out in the Law. An offer not falling within one of the following exceptions should be categorised as a public offer to which the Prospectus Law should apply:

  • Offers addressed solely to qualified or professional investors;
  • Offers addressed to a limited number of persons (for the purposes of the Prospectus Law, such persons are confined to natural and legal persons not being qualified investors and not exceeding 100 in number);
  • Offers addressed to investors who acquire securities for a consideration of at least €50,000 per investor for each separate offer;
  • Offers whose denomination per unit is at least €50,000, provided that the same unit cannot be acquired by more than one investor; and
  • Offers whose total consideration does not exceed a limit of €100,000 calculated over a period of 12 months.

To read this Chapter in full, please click here.

Originally published by Juris Publishing, Inc.

Footnotes

1 Laws 32(I) of 1993, 91(I) of 1994, 45(I) of 1995, 74(I) of 1995, 50(I) of 1996, 16(I) of 1997, 62(I) of 1997, 71(I) of 1997, 83(I) of 1997, 29(I) of 1998, 137(I) of 1999, 19(I) of 2000, 20(I) of 2000, 39(I) of 2000, 42(I) of 2000, 49(I) of 2000, 50(I) of 2000, 136(I) of 2000, 137(I) of 2000, 141(I) of 2000, 142(I) of 2000, 175(I) of 2000, 9(I) of 2001, 37(I) of 2001, 43(I) of 2001, 66(I) of 2001, 79(I) of 2001, 80(I) of 2001, 81(I) of 2001, 82(I) of 2001, 105(I) of 2001, 119(I) of 2001, 120(I) of 2001, 1(I) of 2002, 87(I) of 2002, 147(I) of 2002, 162(I) of 2002, 184(I) of 2003, 164(I) of 2004, 205(I) of 2004, 43(I) of 2005, 99(I) of 2005, 115(I) of 2005, 93(I) of 2006, 28(I) of 2007, 56(Ι) of 2009, 90(I) of 2009, and 171(I)/2012.

2 Regulations 214 of 1995, 342 of 1997, 268 of 2000, 361 of 2000, 59 of 2001, 139 of 2001, 329 of 2001, 141 of 2002, 306 of 2002, 368 of 2002, 614 of 2003, 579 of 2004, and 559 of 2005.

3 Rules 409 of 2006, 228 of 2007, 598 of 2007, 107 of 2008, 193 of 2008, 221 of 2008, 357 of 2008, 396 of 2008, 484 of 2008, 48 of 2009, 100 of 2009, 172 of 2009, 234 of 2009, 346 of 2009, 380 of 2009, 215 of 2011, 366 of 2011, 38 of 2012, 181 of 2012, 189 of 2012, and 350 of 2012.

4 Rule 508 of 2012.

5 Laws 27(I) of 1996, 62(I) of 2001, 121(I) of 2001, 136(I) of 2002, 43(I) of 2003, 8(I) of 2005, 92(I) of 2006, 100(I) of 2008, 55(I) of 2009, 91(I) of 2009, 100(I) of 2010, and 133(I) of 2011.

6 Regulations 161 of 2001, 367 of 2002, 393 of 2003, and 123 of 2005.

7 Rule 526 of 2005.

8 Rules 446 of 2006, 22 of 2007, 170 of 2007, 552 of 2007, 604 of 2007, 64 of 2008, 340 of 2008, 21 of 2009, 102 of 2009, 255 of 2010, 317 of 2010, 363 of 2010, 507 of 2012, 48 of 2013, and 179 of 2013.

9 The seller of the securities or the person notifying the sale to the Stock Exchange, as the case may be, is the party responsible for the payment of the relevant transaction fees to the Stock Exchange.

10 Laws 167(I) of 2001, 28(I) of 2002, 92(I) of 2002, 231(I) of 2002, 187(I) of 2003, 60(I) of 2005, 150(I) of 2005, 192(I) of 2007, 142(I) of 2009, 177(I) of 2011, and 87(I)/2012.

11 Law 114(I) of 2005, as amended.

12 Law 200(I) of 2004, as amended.

13 Companies Law, s 39(5)(b).

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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Elias Neocleous
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