A listing on the ISE offers a number of advantages:
- Increases a funds distribution capacity.
It allows promoters to market the fund:
a) to institutional investors who may require a listing on a recognised stock exchange or EU regulated market in order to invest; and
b) in countries where the relevant authorities require or provide exemptions for investment in listed securities.
(i) an ISE listing reduces a fund's compliance load if its wants to be an eligible fund for French fund of fund purposes;
(ii) ISE listed open ended investment companies are eligible for inclusion in UK Self Invested Pensions Plans ("SIPPs");
(iii) Japanese tax rules provide more favorable tax treatment to Japanese individuals investing in listed investment funds;
(iv) the stocks or investment funds in which a Chinese Qualified Domestic Institutional Investor invest must be listed on a stock exchange such as the ISE or regulated by a financial regulator that has signed a Memorandum of Understanding with the China Securities Regulation Commission and China Banking Regulatory Commission.
- Transparency. All NAVs, financial reports and announcements made by listed funds are disseminated through the ISE data feed to information vendors.
- Provides a "stamp of regulation" for funds which may be domiciled in unregulated jurisdictions. The level of scrutiny imposed by the ISE on an initial and ongoing basis provides the market with a significant level of transparency and investor protection.
- A significant element of prestige and visibility, particularly as Ireland is a member of both the OECD and the EU;
- Enables the security to be marked to market, i.e. to allow investors to refer to a quoted market price for their securities.
The ISE is the leading international exchange for the listing of investment funds. Its success is built on a specific investment funds listing regime tailored to a wide variety of international fund structures from all domiciles.
The specific advantages of listing on the ISE listing are:
- a comprehensive set of listing rules;
- a commitment to aggressive timings on processing listing applications;
- flexible and approachable;
- low cost; and
- highly transparent.
Dillon Eustace is one of Ireland's leading law firms focusing on financial services, banking and capital markets, corporate and M&A, litigation and dispute resolution, real estate, insurance and taxation. We have one of the largest financial services legal practices in Ireland serving clients across a range of activities including asset management, investment funds, derivatives, investment services, insurance and pensions, debt and finds listing, regulatory and compliance. We also have a full service funds team in Cayman and funds lawyers based in our New York and Hong Kong offices.
Our listing team is experienced in advising all types of fund structures and commits to a comprehensive and proactive approach. As the largest fund sponsor, representing in excess of 25% of new listing business in 2013, we have the opportunity to bring new products and structures to the ISE and develop requirements where necessary. We are one of only three sponsors represented on the ISE Investment Funds Listing Committee, the body charged with approving all listing policy and rule changes. We currently sponsor 170 funds and a further 370 subfunds.
The Listing Process
As Listing Sponsor, Dillon Eustace guides its clients through all stages of the listing application, from review of initial suitability, through assistance with document drafting, structuring advice, making the formal application, liaison with the ISE and coordination of the listing.
Drafting and Approval of the Listing Particulars
The ISE requires the preparation of a listing particulars document ("Listing Particulars") which includes disclosures required under its listing rules. The Fund's offering document normally serves as the basis for these Listing Particulars. The Listing Particulars can be drafted by your own advisers or Dillon Eustace.
Dillon Eustace will advise on the Fund's suitability to list in the first instance, and more specifically will advise on specific issues and disclosures that will be required by the ISE. The Listing Particulars is then redrafted to reflect the requirements of the ISE.
Dillon Eustace will be responsible for making the relevant filings with the ISE. The ISE adheres to strict timelines of one week for initial review and two business days for subsequent reviews.
Following approval of the Listing Particulars by the ISE, a number of application forms and supporting documents are filed with the ISE. Following the completion of the listing application, the listing will become effective on the issuance of the relevant securities.
The Directors of the Fund, or Directors of the Manager, in the case of a unit trust, are the persons responsible for the content of the Listing Particulars, for compliance with the suitability requirements of the ISE and for meeting the ongoing suitability requirements set down by the ISE. A specific responsibility statement is included in the Listing Particulars, and Directors are required to execute a responsibility letter as part of the listing application.
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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.