Cyprus: Listing On The Emerging Companies Market Of The Cyprus Stock Exchange

A. INTRODUCTION

The Cyprus Stock Exchange provides to Cyprus and international companies a unique opportunity to list their shares or bonds on the Emerging Companies Market, a recognised eurozone unregulated exchange, which provides potential investors with an indication that the company is active and transparent, while the cost of listing is low comparing to the regulated market and other jurisdictions.

The Cyprus Stock Exchange (CSE), through the Emerging Companies Market (ECM), allows not only public companies to list their shares but allows both private and public companies to list their bonds. This market offers a diversified opportunity mainly to small and medium-sized enterprises to get listed on the CSE and expand their growth potential.

B. GENERAL CHARACTERISTICS OF THE EMERGING COMPANIES MARKET

The ECM is characterised as a Non-Regulated Market launched on 30th September 2009 by the Cyprus Stock Exchange (CSE) offering trading platforms for shares, bonds and depository receipts. Indicatively:

  • It is considered as a Multilateral Trading Facility (MTF) according to "the Provision of Investment Services," Law 144(I)/ 2007.
  • The ECM does not come under the mandatory provisions for regulated markets which impose strict listing requirements and continuous obligations.
  • It operates according to the Regulatory Decisions adopted by the CSE which set out the requirements and guidance for companies quoted on ECM.
  • The ECM is governed by a simplified regulatory environment which has been specifically designed for the needs of small and emerging companies.
  • The Cyprus Securities and Exchange Commission (CySEC) will still supervise the issuers regarding the publication of a Prospectus if this is required. In addition, the CySEC will supervise the CSE as a market operator which operates a Multilateral Trading Facility (MTF).
  • Investors should be aware that, investing in ECM companies entails higher potential risk and are encouraged to study carefully and evaluate the relevant risks prior to any investment.

C. TO WHOM IS THE ECM ADDRESSED?

The ECM is addressed to:

  • Companies either incorporated in Cyprus or abroad seeking to float their securities to a recognised secondary market of an EU member state.
  • Unlisted companies seeking finance and easy access to a secondary market.
  • Investors seeking new ways of investment, with awareness of the high risk of the market.
  • Listed companies that are not able or willing to undertake the higher costs of remaining in a regulated market are now offered an opportunity to be listed in this particular market with simplified procedures, subject to first delisting from the regulated market following an acquisition.

D. WHICH ARE THE AVAILABLE METHODS FOR LISTING?

There are two methods of achieving a listing to the ECM:

1. By public offer

Floatation in the ECM by public offer would require the filing and approval of a prospectus as per the legislation on Public Offer, unless the offering is less than five million euro (€5.000.000) and is addressed to less than 150 natural or legal persons per Member State which are not qualified investors (as the law stands today);

2. By private placement

The private placement will entail the issuance of securities to a limited number of institutional investors or the listing of already issued shares of the existing shareholders which requires only an Admission Document (Annex 9) to be submitted to the CSE; or

Listing on the ECM can be achieved by a combination of the two above.

E. LISTING REQUIREMENTS

A company must meet the listing requirements as set out in the Regulatory Decision of the CSE. Both the general listing requirements of the existing markets of the CSE and the specific requirements for the listing on the Emerging Companies Market (ECM) are applicable as below.

  • I. General CSE Listing Requirements

  • The issuer must have been properly established and operating and must be a public company pursuant to the public companies' law of its country of incorporation, which provides to the issuer the power to issue shares to the public.
  • The issuer must be authorised to issue the specific shares which seeks to float in pursuance to the law of the country of its incorporation, the Memorandum and Articles of Association or any other document governing the terms of its incorporation and relations among its members.
  • The securities proposed for floatation must be fully paid.
  • The issuer is proposing the floatation of freely transferable securities.
  • In case of listing of shares, it must be ensured that any future issue shall first be offered to existing shareholders pro rata according to the amount each holds in the issuer's share capital, unless the shareholders shall decide otherwise by special resolution.
  • The issuer shall not undertake any commitment in any way incompatible with the interest of its shareholders.
  • Equal treatment must be secured to the beneficiaries of securities of the same category, in respect of all rights or obligations related thereto.
  • The listing must concern all the securities of the same category which have, or will be issued, as well as all options or other derivatives which are convertible or offer the possibility of being converted into securities in the same category as the securities to be floated.
  • The issuer must be prepared and able to deliver its Register to the Central Depository and Registry and to respond to any obligation upon the undertaking or the future keeping of the Register or Registers of its shareholders.
  • II. Specific Listing requirements on the Emerging Companies Market

  • The issuer must be a public company with a satisfactory number of investors. No minimum share capital must be dispersed among the general public.
  • The issuer must have published audited accounts, had normal operations and related activities for at least the two years preceding the application. Newly established companies will be able to be listed if the Cyprus Stock Exchange (CSE) council, judges that potential shareholders are given satisfactory information that would allow them to access properly the value of the titles, from the Nominated Advisor (NOMAD) of the issuer.
  • Throughout the floatation procedure, the issuer must have a Nominated Advisor (NOMAD).
  • There is no criterion for the minimum market capitalization an issuer must fulfil.
  • There is no criterion for the minimum market capitalization an issuer must have.

F. ADVANTAGES OF OBTAINING A LISTING ON THE ECM

  • It provides overseas companies an opportunity to be listed on a European market.
  • It provides listed companies with an alternative means for raising capital at competitive cost.
  • It promotes the recognition and reputation of domestic and international companies.
  • It prepares companies for their transfer to the regulated market, through the gradual increase of the dispersion and velocity of their shares.
  • For companies that are already listed, entry into the ECM offers the possibility of floatation with simplified procedures and lower cost, compared to the high costs associated with maintaining the increased obligations of the regulated markets.
  • The ECM creates new investment opportunities for investors who wish to invest in companies with high prospects of development.
  • Possible exception from CFC rules in some jurisdictions.
  • Possible exception from reporting obligations in public registers.
  • Possible exception from specific taxation in some jurisdictions.

G. APPLICATION PROCESS

The main documents to be submitted for the ECM listing shall include the following among other:

  • The Listing Application on the non-Regulated market of the Cyprus Stock Exchange.
  • Admission Document
  • Declaration of the Members of Management Bodies of the Issuer
  • Dispersion Report
  • Irrevocable declarations of the persons that have agreed to receive the securities to be allocated (if applicable).
  • Approval by the Cyprus Securities and Exchange Commission for the publication of the Prospectus and copy of the Final Prospectus to be published (if applicable).

H. MAIN CONTINUOUS OBLIGATIONS OF THE ISSUERS AFTER OBTAINING A LISTING TO THE ECM

  • Always maintain the services of a Nominated Advisor.
  • Listed companies must publish annual audited accounts four months after the end of the financial year and also semi-annual audited accounts two months after the end of the half-year period.
  • Any changes regarding the Nominated advisors must be announced.
  • In order to ensure early notification to the investors, listed companies have the obligation to announce to the CSE immediately and at least one hour before trading begins, any decision taken relating to corporate actions and changes as per the Regulatory Decisions of the CSE.
  • Publication and submission to the CSE of the dispersion statement of the share capital of the issuer, at the last working day of the year.

I. KEY PLAYERS IN THE LISTING PROCEDURE

An applicant company must ensure the engagement of the following parties that will facilitate the listing procedure:

  • Nominated Advisors
  • Legal Advisors
  • Brokers
  • Auditors

J. BENEFITS OF USING A CYPRUS COMPANY FOR LISTING ON THE ECM

Cyprus companies can benefit from:

  • An attractive tax environment – one of the lowest taxation in Europe (12.5%) on their net profits
  • There is no withholding tax (0%) on payments of dividends to its non-resident Shareholders
  • Low set up and maintenance costs when compared to other European Jurisdictions
  • Modernised and adaptive legal and regulatory framework
  • Respectable EU jurisdiction
  • A wide network of Double Tax Treaties

K. CONCLUSION

Since its launch, the ECM has transformed from a market primarily focusing on small domestic companies, to an international market eager to welcome companies from around the world. Notwithstanding the continuously evolving legal framework, it remains a flexible and lightly regulated market. There are great opportunities for small and emerging companies wishing to be listed on the ECM. Along with careful and due consideration of the risks and the guidance of a NOMAD for the proper preparation for the listing process, most companies with an attractive commercial proposition would be enabled to look forward to a successful IPO.

L. HOW CAN KINANIS LLC ASSIST YOU

  • Kinanis LLC is an approved Nominated Advisor (Nomad) equipped to help facilitate the listing of domestic and foreign companies on the Cyprus Stock Exchange's Emerging Companies Market
  • Preparation and submission of all necessary documents in relation to the Listing
  • Incorporation of a Cyprus private/public company
  • Conversion of a private company to public
  • Full legal, administrative, management and accounting support for the lifetime of the company
  • General legal advice

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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