Ireland: ISE - Listing Debt Securities

Introduction

The purpose of this Memorandum is to familiarise you with the listing process in Ireland together with the benefits of listing on the Irish Stock Exchange ("ISE"). We also include the key conditions to listing and a summary of the post-listing requirements that should be helpful to an issuer when contemplating listing in Ireland.

Irish Stock Exchange

In the last decade, the ISE has firmly established itself as one of the world's leading stock exchanges for debt securities. It is regarded as a well regulated and reputable European stock exchange, respected for the high standards of regulation it applies to listed companies. The ISE has produced specialist listing rules relating to a wide variety of debt securities and has enjoyed enormous success in attracting issuers globally to list debt securities in Ireland.

The ISE offers two markets on which to list debt securities as follows:

  1. Main Securities Market ("MSM") – the MSM is a regulated market for the purposes of the Prospectus Directive and Markets in Financial Instruments Directive 2004/39/EC ("MiFid"). As such issuers of debt securities listed on this market must publish a prospectus in compliance with the Prospectus Directive and the full suite of EU securities legislation (eg the Market Abuse Directive and Transparency Directive) will need to be considered in the context of issuing and dealing in such securities.
  2. Global Exchange Market ("GEM") – the GEM is an exchange regulated market operated under the supervision of the ISE. As GEM is not a regulated market for the purposes of MiFid, securities listed on GEM are not subject to the requirements of the Prospectus and Transparency Directives.

Why list on the ISE?

To date, the ISE has admitted in excess of 25,000 securities from over 3,500 issuers to listing and trading on its markets and this success has been attributed to the flexible, pro-active and streamlined listing process that the ISE operates. Issuers choose the ISE as their preferred exchange for a variety of reasons including:

Reputation

The ISE is recognised as one of the leading stock exchanges in the world for debt security listings and continuously adapts to the ever-changing debt markets. The ISE has built a strong reputation as an approachable, responsive and adaptable exchange.

Valuable Marketing Tool

A listing on the ISE facilitates the sale and distribution of securities to investors who are otherwise precluded from investing in unlisted securities, whether for regulatory or other reasons eg institutional investors, pension funds.

Tax advantage

One of the primary reasons debt issuers seek to list on the ISE is to avail of the tax benefits provided to debt securities that are listed on an EU recognised stock exchange eg Quoted Eurobonds benefit from an exemption from withholding tax on interest payments.

Guaranteed Timing

The ISE guarantees an initial review of an offering document within three business days and subsequent reviews within two business days. This certainty of timing is essential to issuers bringing products to market.

Expert Personnel

The ISE's listing team comprises highly proficient and experienced personnel whose aim is to provide consistent application of the ISE's requirements. The team has expert knowledge in listing a variety of debt products including Asset Backed Securities, Medium Term Notes, Corporate Bonds, High Yield issuances, Covered Bonds, Credit-Linked Notes, Certificates, Warrants and Commercial Paper.

Transparency

A listing on the ISE requires issuers to comply with certain continuing obligations requirements which should ensure dissemination of material information to the markets and investors on a timely basis. In addition the ISE promotes, but does not impose, a Transparency Initiative which encourages issuers to file copies of transaction documents, financial reports and investor reports on the ISE's website.

Listing Process

Essentially the listing process involves the review and approval of an offering document which must comply with the listing guidelines relevant to the particular securities.

The listing process can be summarised into a number of steps as follows:

Step 1 – Appoint Listing Agent

An issuer appoints Walkers as its listing agent responsible for the coordination of the listing process in Dublin. Walkers is responsible for guiding and advising the Issuer as to the application of the listing requirements. If there is any question as to the suitability of the transaction to list, we will consult with the ISE.

Step 2 – Draft Offering Document

The issuer provides Walkers with a draft offering document which we review for compliance with the disclosure requirements appropriate to the type of debt securities seeking to list. If compliant, we commence the formal review process with the ISE.

Step 3 – ISE Review

Walkers acts as an intermediary between the ISE and the Issuer during the review process and is responsible for interpreting comments raised by the ISE and proposing amendments to the offering document to address such comments. Further submissions are filed with the ISE until such comments have been satisfactorily addressed.

Step 4 – Approval of Offering Document

Walkers agrees a date with the Issuer on which final approval of the offering document is sought. A number of support documents, which Walkers will have prepared during the review process, accompany the approval submission.

Step 5 – Admission to Listing and Trading

Following approval of the offering document, the ISE admits the securities to listing and trading. Once listed, an issuer is obliged to comply with the continuing obligations requirements of the ISE.

Central Bank of Ireland & the Prospectus Directive

The Prospectus Directive requires persons who make an offer of securities to the public and/or seek admission of securities to trading on a European Economic Area ("EEA") regulated market, such as the MSM, to publish a prospectus that is subject to prior approval by a competent authority of an EEA state. The competent authority in Ireland under the Prospectus Directive is the Central Bank of Ireland (the "Central Bank"). Accordingly, where an issuer seeks to list on the MSM, Walkers conducts a dual prospectus approval and listing process where:

  1. we liaise with the Central Bank to review and approve the prospectus; and
  2. we liaise with the ISE to satisfy the ISE's listing conditions and to ultimately admit the securities to listing.

Both processes run in tandem thereby ensuring the simultaneous approval of a prospectus and admission of securities to listing.

Key Conditions to Listing

An issuer seeking to list specialist securities on the MSM should be familiar with, and must comply with the:

  1. Listing Rules of the ISE (in particular, Chapter 15).
  2. Admission to Trading Rules of the ISE.
  3. Relevant EU legislation (Prospectus Directive, Transparency Directive and Market Abuse Directive).
  4. The Central Bank's Prospectus Handbook (which provides a user-friendly guide to the disclosure requirements applicable under theProspectus Directive).

The listing requirements applicable to an issuer seeking to list specialist securities on the Global Exchange Market, are described in a user-friendly listing booklet entitled Listing and Admission to Trading – Rules: Global Exchange Market.

This section describes the general conditions that apply to any issuer listing debt securities on the ISE together with additional conditions that apply to specific debt securities.

General conditions

  1. Issuer

    An issuer must be duly incorporated according to its national law and must operate in conformity with its constitutive documents. If an issuer is already listed on another stock exchange, it must be in compliance with the requirements of such stock exchange.
  2. Securities

    The securities must conform with the law of the issuer's place of incorporation, be duly authorised and have obtained all necessary statutory or other consents.

    Securities listed on the ISE must be freely transferable, however the ISE may permit certain transfer restrictions provided that such restrictions would not disturb the market in those securities.

    An application for admission to listing and trading of a class of securities must relate to all securities issued or proposed to be issued in such class, and after listing, to all further securities of that class issued or proposed to be issued.

    If securities issued by a Member State have a physical form they must comply with the standards laid down by that Member State. If securities issued by a non-Member State have a physical form they must afford sufficient safeguards for the protection of the investors.

    The expected aggregate market value of the securities being listed must be at least EUR200,000. There is no minimum limit in the case of tap issues where the amount of the securities is not fixed. The ISE may admit securities of a lower value if satisfied that there will be an adequate market for such securities.

    To be listed, securities must be admitted to trading on a market for listed securities acceptable to the ISE.
  3. Directors

    The directors of an issuer must have, collectively, appropriate expertise and experience for the management of the business.
  4. Auditors

    The auditors appointed by an issuer must be independent of the issuer and comply with relevant guidelines on independence issued by their national bodies.
  5. Guarantees

    Where an issue is guaranteed, details of the guarantor together with the terms and conditions and scope of the guarantee must be disclosed in the offering document. A guarantee may come in the form of a monoline insurance policy, keep well agreement, surety or other equivalent commitment. The Guarantor must disclose information about itself as if it were the issuer of the security that is the subject of the guarantee and must indicate where the public may have access to the material contracts and other documents relating to the guarantee.

Additional Conditions Specific to Asset Backed Securities

  1. Issuer

    An issuer must normally be a special purpose vehicle incorporated for the purpose of issuing asset backed securities.
  2. Representation of Security Holders

    A trustee or other appropriate independent party must be appointed to represent the interests of the security holders and have the right of access to appropriate and relevant information relating to the assets.
  3. Underlying Assets

    The assets backing the listed securities must demonstrate capacity to produce funds to service any payments due and payable on the securities.
  4. Equity securities backing listed securities

    Equity securities backing listed securities must:

    1. be listed on a stock exchange or traded on another regulated and regularly operating open market;
    2. represent minority interests and must not confer legal or management control of the issuing companies.

Additional Conditions Specific to Vanilla/Straight Debt Securities

  1. Issuer

    The Issuer must have published independently audited accounts that cover at least two years. The latest accounts must be in respect of a period ending not more than eighteen months before the date of the offering document. Accounts relating to a shorter period may be accepted subject to the ISE being satisfied that:

    1. such acceptance is in the interests of the issuer or investors and that investors have been provided with all information necessary to make an informed decision concerning the issuer and the securities which are seeking to list;
    2. the securities are guaranteed, and the guarantor has published accounts that cover at least two years; or
    3. the obligations created in respect of the securities are fully secured.
    The issuer must be carrying on an independent business which is supported by its historic revenue earning record, and must have done so for at least the period covered by the accounts. An issuer who does not meet these requirements may be admitted to listing if the ISE is satisfied that such acceptance is in the interests of the issuer and investors and that investors have been provided with all information necessary to make an informed decision concerning the issuer and the securities which are seeking to list.
  2. Convertible Securities

    Convertible securities may be admitted to listing only if the securities into which they are convertible are already, or will become at the same time:

    1. listed securities; or
    2. securities listed on a regulated, regularly operating, recognised open market.
    This rule may be dispensed with if the ISE is satisfied that holders of convertible securities are provided with all information necessary to form an opinion about the value of the underlying securities.

Additional Conditions Specific to Derivative Securities

  1. Issuer

    An issuer must meet one of the following conditions:

    1. It is a credit institution recognised by the ISE;
    2. It is an overseas company which must:

      1. be regulated in the conduct of its derivative business by an overseas regulatory authority in a state which is a member of the OECD, responsible for the regulation of securities firms or futures firms; and
      2. be carrying on its activities relating to derivatives within the approved scope of its business;
    3. If the issuer is a special purpose vehicle, the arranger or lead manager must satisfy 1 or 2 above; or
    4. The obligations created by the issuer in relation to the derivative securities must be unconditionally and irrevocably guaranteed by, or benefit from an equivalent arrangement provided by, an entity which satisfies 1 or 2 above.
    An issuer or guarantor must have net assets of at least EUR75 million OR an investment grade rating of its equity or unsecured debt by an appropriate agency.

    The Issuer must have published independently audited accounts that cover at least two years. The latest accounts must be in respect of a period ending not more than eighteen months before the date of the offering document. Accounts relating to a shorter period may be accepted subject to the ISE being satisfied that:

    1. such acceptance is in the interests of the issuer or investors and that investors have been provided with all information necessary to make an informed decision concerning the issuer and the securities which are seeking to list;
    2. the securities are guaranteed, and the guarantor has published accounts that cover at least two years; or
    3. the obligations created in respect of the securities are fully secured.
  2. Securities

    In order to list a derivative security, the amount payable must be calculated by reference to the price of a security that is traded on a regulated, regularly operating, recognised open market, or by reference to the prices, levels or performance of either: a currency; an index; an interest rate; a commodity; a combination of the previous elements; or be credit linked.
  3. Retail Derivatives

    A retail derivative must not be a contingent liability investment.

    If a retail derivative security gives its holder a right of exercise, its terms and conditions must provide that:

    1. for cash settled derivatives that are in the money at the exercise time on the expiration date, automatic exercise of the security will apply;
    2. for physically settled derivatives that are in the money at the exercise time on the expiration date, if the holder fails to deliver an exercise notice by the time stipulated in the terms and conditions, the issuer will, irrespective of the failure to exercise, pay to the holder an amount in cash in lieu of the holder's failure to deliver the exercise notice, the amount and method of calculation of this amount to be determined by the issuer.

Additional Conditions Specific to Covered Debt Securities

  1. Issuer

    The issuer must normally be a credit institution.

    The Issuer must have published independently audited accounts that cover at least two years. The latest accounts must be in respect of a period ending not more than eighteen months before the date of the offering document. Accounts relating to a shorter period may be accepted subject to the ISE being satisfied that:

    1. such acceptance is in the interests of the issuer or investors and that investors have been provided with all information necessary to make an informed decision concerning the issuer and the securities which are seeking to list;
    2. the securities are guaranteed, and the guarantor has published accounts that cover at least two years; or
    3. the obligations created in respect of the securities are fully secured.
    The issuer must be carrying on an independent business which is supported by its historic revenue earning record, and must have done so for at least the period covered by the accounts. An issuer who does not meet these requirements may be admitted to listing if the ISE is satisfied that such acceptance is in the interests of the issuer and investors and that investors have been provided with all information necessary to make an informed decision concerning the issuer and the securities which are seeking to list.

Additional Conditions Specific to Short Term Paper

  1. Issuer

    The Issuer must have published independently audited accounts that cover at least two years. The latest accounts must be in respect of a period ending not more than eighteen months before the date of the offering document. Accounts relating to a shorter period may be accepted subject to the ISE being satisfied that:

    1. such acceptance is in the interests of the issuer or investors and that investors have been provided with all information necessary to make an informed decision concerning the issuer and the securities which are seeking to list;
    2. the securities are guaranteed, and the guarantor has published accounts that cover at least two years; or
    3. the obligations created in respect of the securities are fully secured.
    The issuer must be carrying on an independent business which is supported by its historic revenue earning record, and must have done so for at least the period covered by the accounts. An issuer who does not meet these requirements may be admitted to listing if the ISE is satisfied that such acceptance is in the interests of the issuer and investors and that investors have been provided with all information necessary to make an informed decision concerning the issuer and the securities which are seeking to list.
  2. Securities

    Securities must have a maturity of less than twelve months.

    Partly paid securities may be listed if the ISE is satisfied that their transferability is not restricted and that investors have been provided with appropriate information to enable dealings in the securities to take place on an open and proper basis.

    The securities must be capable of being traded in a fair, orderly, efficient and transparent manner and in a currency recognised by the ISE.

Continuing Obligations

Once listed, an issuer is obliged to comply with the continuing obligations requirements of the ISE. All notices and financial reports should be filed with Walkers who will forward such documents to the ISE. We have summarised below the main continuing obligations requirements that an Issuer should be aware of when considering listing on the ISE.

General Disclosure

An issuer must notify the ISE without delay of any material or significant events which may affect the issuer or its listed securities. An Issuer must disclose inside information without delay.

Rights of Holders

The ISE must be advised, without delay, of any changes to the rights of security holders. In addition, an issuer must ensure equality of treatment of all security holders ranking pari passu. Security holders must be given due notice of meetings and be provided full opportunity to exercise their rights. A copy of any notice or circular sent to security holders must be filed with the ISE no later than the date of dispatch. An issuer must at all times designate a financial institution through which the security holders may exercise their financial rights.

Financial Reports

An issuer must publish its annual report and accounts as soon as possible after they have been approved, and in any event, no later than the timeframe permitted under its national law. If an issuer is not obliged to produce accounts under its national law and has chosen not to produce accounts, the ISE may grant a waiver, on an annual basis, from this requirement.

Where an Issuer lists securities with a denomination per unit of less than EUR100,000 these securities are classified as retail. Wholesale securities are classified as anything with a denomination per unit of equal to or greater than EUR100,000.

Where an issuer has listed retail securities on the MSM, it is obliged to file its annual report and accounts within four months of the period end and a half yearly report, representing the first six months of the financial year, within two months of the period end.

ISE Fees

Standalone Transaction EUR
Document Fee
Annual Fee
Formal Notice Fee
Tranche Fee
3,500
2,000
440
600 (per tranche)
Programme Approval - Base Prospectus EUR
Document Fee
Annual Fee
Formal Notice Fee
4,500
2,000
440
Individual Trades by way of Series Prospectus EUR
Document Fee
Formal Notice Fee
Tranche Fee
2,000
440
600 (per tranche)
Individual Trades by way of Final Terms EUR
Irish Stock Exchange Tranche Fee 600 (per tranche)
Annual Programme Update EUR
Document Fee
Formal Notice Fee
4,500
440

Walkers

Walkers is internationally recognised as having a leading structured products and capital market practice. From our offices in the British Virgin Islands, the Cayman Islands, Dubai, Hong Kong, Jersey, London and Singapore, Walkers provides clients with advice in relation to British Virgin Islands, Cayman Islands and Jersey law. In addition, the structured products and capital markets team in Dublin specialises in the provision of market leading legal, taxation and listing services for the structuring and on-going operation of Irish SPVs.

Walkers provides a first class listing agency service to issuers from domiciles worldwide seeking to list debt securities on the ISE. In our capacity as listing agent Walkers:

  1. is responsible for all communications with the ISE;
  2. ensures that the issuer is guided and advised as to the application of the listing requirements;
  3. seeks the ISE's review of the issuer's application for listing;
  4. lodges with the ISE all documents supporting the application;
  5. confirms the approval of the offering document and the admission of the securities to listing; and
  6. provides on-going advice relating to compliance with the ISE's continuing obligations requirements.

Our exceptionally experienced personnel provide expert advice on the application of the ISE's requirements to a wide variety of debt products issued by SPVs and corporate issuers including MTNs, ABS, CMBS, CLOs, CDOs, CLNs, Commercial Paper, Derivatives and Covered Debt. Our team possesses a thorough working knowledge of the listing requirements and provides a highly efficient, quality listing service.

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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