Ireland: Irish Stock Exchange Continuing Obligations Requirements (GEM) - Jan 2017

Last Updated: 19 January 2017
Article by Tara O'Callaghan

Introduction

The ISE listing rules and various EU Directives impose a number of ongoing reporting obligations on funds listed on the Global Exchange Market (the "GEM"). The obligations are imposed in order to maintain an orderly and transparent market in the shares of listed funds, to ensure the ongoing suitability of the funds for listing, to protect shareholders' interests and to ensure that all relevant information is disseminated without delay.

Any material changes to the general character or nature of the operation of a listed fund will require an announcement, and in some cases, may also require prior ISE or shareholder approval.

Prior ISE Approval

ISE approval is required in advance of any of the following proposed changes being implemented:

  • a variation in class rights*;
  • a material change in the general character or nature of the operation of the fund;
  • a material change in the investment objective, policies or strategy of the fund*;
  • a proposal to terminate, renew or extend the life of the fund (where shareholder approval is not being sought)*;
  • a material change in the minimum subscription*;
  • a change in the Investment Manager, Depositary, Administrator or Prime Broker;**
  • a related party transaction*;
  • a reverse take-over or other substantial transaction*;
  • a material amendment to the constitutive documents;
  • a change from open or closed status (except where provided for in the listing particulars)*; or
  • a decision to cancel the listing of a fund, sub-fund or class;
  • a transfer of listing from GEM to MSM.

*does not apply to listed funds authorised by the Central Bank of Ireland.

** notification should be made however prior ISE approval does not apply in the case of listed funds authorised by the Central Bank of Ireland.

Prior Shareholder Approval

Prior shareholder approval is required for any matter relating to:

  • a reverse transaction*;
  • a related party transaction*;
  • a change from open to closed ended status (except where provided for in the listing particulars)*.
  • a change which is relevant to the continuation of the listing, or may materially affect the interests of shareholders*;
  • a proposal which may lead to a substantial change in the nature and substance of the listed fund, including in some circumstances, where the delisting of a fund is proposed*;
  • a proposal to issue shares at less than net asset value (except where such offer is first made on a pro-rata basis to shareholders)*; or
  • a proposal to change the status of the fund to a super sophisticated fund (which proposal should offer dissenting shareholders the opportunity to redeem prior to the change taking place)*.

*does not apply to listed funds authorised by the Central Bank of Ireland.

In order to obtain the approval of shareholders required per the above, a listed fund must prepare a Circular. A Circular to shareholders must contain full details in respect of the proposal as will enable shareholders to appraise its merits. The Circular must not be circulated or made available publicly until it has received the formal approval of the ISE. Circulars must be circulated to shareholders at least 10 working days in advance of the voting date, or such shorter period as may be permitted under the funds constitutive documents. Any Circular must also be released to the CAO at the same time it is circulated to shareholders.

Announcement of Changes without Prior Approval

The following announcements may be made by a fund without prior approval:

  • a change in Directors or material change in Directors function;
  • the net asset value per share upon calculation and any change in the frequency of its calculation;
  • changes in capital structure (excluding issues and redemptions);
  • details of any shareholding by the Directors, their connected persons or any person with managerial responsibility;
  • details of any change of any shareholding of the Investment Manager;
  • the identity of any controlling shareholder (30% or more of the voting rights or otherwise in a position to control the board)*;
  • a change or proposed change in investment, borrowing or leverage restrictions*;
  • any material change in the tax status of the fund*;
  • any suspension of redemptions, transfers or valuations*;
  • any change Auditor or Sponsor;
  • any material change in dividend, redemption or valuation policy*;
  • any dividend paid, including details of the record date, the period covered, the payment date and the amount of the dividend*;
  • notice of any AGM or EGM;
  • any change in the financial year end;
  • any material change to the fees paid by the fund or material change to its material contracts*;
  • any change in the name of the listed fund, sub-fund, class or series;
  • any decision to cancel the listing of a series;
  • any change in the rights attaching to any class of listed shares or to any shares into which the listed shares are convertible.

*does not apply to listed funds authorised by the Central Bank of Ireland.

Market Abuse

The Market Abuse Regulation (EU 596/2014) ("MAR") and the Market Abuse Directive on criminal sanctions for market abuse (Directive 2014/57/EU) ("CS MAD") impose a range of requirements on listed issuers. These requirements are reviewed in detail in our separate memorandum "Market Abuse – A New Regime for Investment Funds". This new regime became effective on 3rd July 2016.

Dillon Eustace can assist in providing further advices and drafting Market Abuse policies for Issuers.

To view the full article please click here.

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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