Ireland: ISE - Guide To Listing Investment Funds

Introduction

The purpose of this memorandum is to provide you with an understanding of our listing sponsor service in Ireland together with general information on the Irish Stock Exchange's listing requirements and procedures for investment funds.

Irish Stock Exchange overview

The Irish Stock Exchange ("ISE") is recognised internationally as a major listing centre for investment funds, a reputation which has grown since the first fund was listed in 1989. The ISE is regarded as a well regulated, approachable and adaptable exchange whose flexibility, efficiency and competitive fee structure has contributed to its success. With a strong relationship with industry participants, the ISE is well-positioned to adapt its rules, when necessary and feasible, to accommodate changes in the investment funds environment.

The ISE facilitates the listing of investment funds domiciled in jurisdictions worldwide including Ireland, Cayman Islands, Bermuda, BVI, Guernsey, Jersey and Malta, and has a wealth of experience listing a wide variety of fund structures including UCITS funds, qualifying investor funds ("QIAIFs"), master-feeder funds, money market funds, exchange-traded funds and alternative investment funds.

The ISE has published a Code of Listing Requirements and Procedures for Investment Funds ("Code") which comprehensively details the responsibilities, conditions, disclosure requirements and continuing obligations requirements imposed on investment funds listing on the ISE.

The shares of investment funds are admitted to listing and trading on the Main Securities Market of the ISE which is a regulated market for the purpose of the Markets in Financial Instruments Directive 2004/39/EC ("MifiD").

Listing sponsor

A fund must appoint an ISE approved listing sponsor to guide and advise the fund during the listing application process and to provide on-going advice to the fund for the duration of its listing on the ISE. Walkers Ireland is an approved Listing Sponsor of the ISE.

The sponsor is responsible for all communications with the ISE and, among its responsibilities, must satisfy itself that the fund has complied with all applicable ISE listing conditions and requirements. The sponsor must also ensure that the directors are aware of and understand their responsibilities in respect of the listing particulars and the continuing obligations.

Why list on the ISE?

Investment funds choose to list on the ISE for a variety of reasons including:

Reputation

The ISE is recognised as one of the leading stock exchanges in the world for investment fund listings, with in excess of 2,200 funds, including sub-funds, currently listed on the ISE. The ISE has built a strong reputation as a commercially aware, responsive and adaptable exchange.

Valuable marketing tool

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

Speedy reviews

The ISE guarantees an initial review of an offering document within five business days and subsequent reviews within two business days. A fast-track listing service is also available where turnaround times are radically reduced.

Specialist investment funds rules

The ISE has developed specialist investment fund rules which are commercially driven and user-friendly, and continuously updates its rules to accommodate changes in the investment funds landscape.

Transparency & Oversight

A listed fund is required to comply with the ISE's continuing obligations requirements which ensure dissemination of material information to the markets and investors on a timely basis.

Access to ISE FundHub

Each fund has the option to choose to avail of the ISE FundHub, an information portal for ISE listed funds. The portal allows a fund to upload information on its manager, fund performance, and can be accessed at www.isefundhub.com.

Mark-to-market

A fund is required to provide its NAV per share to the ISE immediately upon calculation. Publication of the NAV on the ISE's website allows investors to mark their investment to market. Such publication also satisfies the requirement for the publication of NAV under UCITS Regulations.

Low cost

ISE listing fees are competitive with other jurisdictions.

Listing process

The listing process essentially involves the review and approval of an offering document, referred to as a listing particulars, which must demonstrate compliance with the listing requirements of the ISE. The listing particulars must include all information necessary for an investor to make an informed decision of its investment in the fund.

We would generally advise that a fund may be listed within four to six weeks of the listing particulars being initially submitted to the ISE, although shorter timeframes may also be accommodated.

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

Step 1 – Appoint listing sponsor

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

Step 2 – Draft listing particulars

The fund provides Walkers with a draft listing particulars which we review for compliance with the listing requirements. If satisfied that the requirements appear to be addressed, we commence the formal review process with the ISE.

Step 3 – ISE review

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

Step 4 – Submission of support documents

Walkers files a copy of the final listing particulars, together with a number of support documents, with the ISE by close of business the day before the intended listing date. A full list of the support documents will be provided to the fund during the early stages of the review process to allow ample time to collate such documents.

Step 5 – Admission to listing and trading

In the case of a fund that is listing and launching simultaneously, confirmation of allotment of shares is provided to the ISE prior to 5.00pm the day before the intended listing date. If a fund is already trading at the time of listing, the listing will proceed the following business day.

Conditions to listing

A fund must comply with a number of listing conditions which are imposed on the fund itself, the directors, the service providers and the securities that are applying to list. This section summarises the main conditions that should be considered when contemplating a listing on the ISE.

General conditions

Passive investor

A fund must be a passive investor. A fund may engage in investment activities such as underwriting but only where they are incidental to the activities of a fund.

Minimum investment

Unless the fund is domiciled and regulated in a member state of the European Union, Hong Kong, the Isle of Man, Jersey, Guernsey or Bermuda, it must confine the sale of shares to sophisticated investors ie minimum investment of US$100,000 (or equivalent in another currency).

Conflicts of interest

A fund must at all times ensure that it has adequate arrangements in place to address potential conflicts of interest and must be capable of operating independently of any controlling shareholders.

The Directors and service providers must be free of conflicts between their duties to the fund and duties owed by them to third parties and other interests. The Directors and service providers must demonstrate that arrangements are in place to resolve any conflicts fairly.

Investment managers must also demonstrate that suitable arrangements are in place to ensure a fair and equitable allocation of investment opportunities among clients, including the fund.

Dividend policy

The ISE requires a dividend payment to be made in compliance with the fund's adopted accounting standards.

Net asset value

A net asset value per share must be calculated at least annually and must be notified to the ISE immediately upon calculation (nav@ise.ie).

The entity charged with the determination and calculation of a fund's net asset value must be a separate legal entity to the custodian or broker appointed by the fund, but may be part of the same group.

Central Bank funds

A fund that is authorised and regulated by the Central Bank is deemed to comply with the majority of the ISE's listing requirements. In addition, a QIAIF benefits from a 24 hour review of each submission made to the ISE.

Closed-end funds

While the ISE's suitability criteria for a closed-end fund are broadly similar to the criteria for an open-ended fund, a closed-end fund is required to produce an offering document which addresses the requirements of the Prospectus Directive and must also comply with the requirements of the Transparency Directive on an on-going basis. In addition, at least 25 percent of the issued shares of each listed class must be held in public hands.

Service providers

Directors

The directors, or in the case of a unit trust the directors of the manager, must accept responsibility, collectively and individually, for the content of a listing particulars and all directors, present or appointed in the future, must accept responsibility for the fund's ongoing compliance with the Code. In addition, each director is required to provide the ISE with a letter in which the director acknowledges that to the best of his/her knowledge, the listing particulars contains all information necessary for an investor to make an informed assessment of the assets and liabilities, financial position, profits and losses and future prospects of a fund and of the rights attaching to the shares to which the listing particulars relates.

Investment companies that are not authorised and regulated by the Central Bank must appoint at least two independent directors to the board of a fund. Independence is satisfied where the director has no executive function with the investment manager, investment adviser and/or their affiliates; and/or has an executive function with any other service provider but is not responsible for carrying out work on behalf of the fund.

The board of directors must demonstrate, collectively, appropriate and relevant expertise and experience.

Corporate directors are not permitted unless required under the law of the jurisdiction in which the fund is domiciled.

Investment manager

AIFMD authorised investment manager:

Where an investment manager is authorised under AIFMD to act as investment manager of the listed fund, the ISE will deem such party to prima facie satisfy the ISE's suitability criteria.

Non-AIFMD authorised investment manager:

Where the investment manager is not authorised under AIFMD, the ISE requires an investment manager to demonstrate adequate and appropriate expertise and experience in managing the types of assets in which the fund is investing.

An investment manager will generally be deemed suitable if it meets one of the following criteria:

1. it has at least US$100,000,000 under discretionary management;

2. it is regulated by a regulatory authority recognised by the ISE;

3. investment in the fund is confined to Professional Investors, as defined by the ISE;

4. minimum investment in the fund is US$1,000,000 (or equivalent); or

5. it is a large, blue-chip investment manager.

Where an investment manager does not meet the above criteria, a detailed submission may be made by the sponsor to the ISE demonstrating that the investment manager has adequate and appropriate experience and seeking the ISE's approval of the investment manager.

Depositary

AIFMD authorised depositary:

Where a depositary is authorised under AIFMD to act as depositary of the listed fund, the ISE will deem such party to prima facie satisfy the ISE's suitability criteria.

Non-AIFMD authorised depositary:

Where the depositary is not authorised under AIFMD, the ISE requires a depositary to demonstrate suitable and relevant expertise and experience in providing custody to the types of assets in which the fund is investing.

A listed fund must enter into a written legal agreement with a depositary in which the depositary is charged with responsibility for the safekeeping and custody of the assets of the fund.

A depositary must be a separate legal entity to the investment manager or investment adviser, but may be an affiliated company.

A depositary must demonstrate suitable and relevant experience and expertise in providing custody services. For example, a depositary must disclose the amount of assets it has under custody; the name of the regulatory authority under which it operates; previous experience providing custody services of the types of assets in which the fund invests.

A depositary may appoint sub-custodians subject to the depositary satisfying itself as to the suitability of such sub-custodians. A depositary must also maintain an appropriate level of supervision over sub-custodians to ensure that the obligations of the sub-custodians are competently discharged.

An exemption to the safekeeping and custody requirement may be availed of by funds in respect of non-securitised derivatives subject to certain conditions being met.

The underlying fund of a feeder fund is required to comply with the depositary requirements as if the underlying fund was itself applying to list.

In the case of a fund of funds or multi-manager fund, the investment manager, depositary, directors or another appropriate person as approved by the ISE, is responsible for satisfying itself that adequate custody arrangements have been entered into by the investment manager or fund to which the assets of the listed fund will be allocated or invested.

Broker

Any broker that holds assets of a listed fund, in excess of margin deposits, must segregate those assets, either in segregated customer or omnibus client accounts, and separately identify the assets as belonging to the fund or to the depositary as nominee for the fund.

Prime broker / Counterparty

A prime broker appointed by a listed fund must satisfy the following criteria:

1. Financial Resources Requirement - the prime broker must have EUR200,000,000 in financial resources (or its equivalent in another currency) or has all of its obligations to the fund irrevocably and unconditionally guaranteed by, or is an unlimited liability subsidiary of, an entity that has EUR200,000,000 in financial resources (or its equivalent in another currency).

2. Regulatory Requirement - the prime broker must be subject to ongoing supervision by one or more recognised public authorities (as defined by the ISE).

A fund employing a prime broker must confine investment to professional investors, as defined by the ISE. In addition, all material risks associated with the manner in which the assets of the fund are held by the prime broker must be disclosed in the listing particulars.

Auditor

A fund must appoint an independent auditor to audit the fund's financial statements in accordance with the auditing standards.

Shares/units

Applicable law

The shares must conform with the law of the fund's place of incorporation and be duly authorised according to the fund's constitutive documents.

Transferability / compulsory redemption

Shares must be freely transferable.

A transfer restriction or compulsory redemption is only permitted in circumstances where such transfer restriction or compulsory redemption is in the best interests of the fund and its shareholders as a whole.

Homogeneity

A fund must provide for equality of treatment of all shareholders who are in the same position.

Shares of the same class may not be issued at a price that is less than the net asset value per unit of that class at the time of such issue unless authorised by a majority of the shareholders of that class or offered on a pro rata basis to those shareholders.

Listing all shares within the same class

An application to list a class of shares must relate to all shares of that class, issued and to be issued at the date of listing, and to all further shares of that class issued or proposed to be issued, ie each series of a class must be listed on the ISE.

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