Jersey: SPACS – Summary Of Requirements For Listing On The International Stock Exchange (TISE, Formerly Known As The Channel Islands Securities Exchange Or CISE)

Last Updated: 15 March 2017
Article by Raulin Amy

Most Read Contributor in Jersey, March 2019

The International Stock Exchange (TISE, formerly known as The Channel Islands Securities Exchange or CISE)

General principles for listing on the Exchange

The Listing Rules are designed to ensure that investors have and maintain confidence in the securities market.  In particular, that in relation to the issuer and the securities for which application for listing has been made:

  • the securities are suitable for listing;
  • the issuer is suitable for listing – this is also an assessment Ogier will make;
  • investors are given sufficient information to enable them to make an informed assessment of the issuer and the securities;
  • the issue and trading (if any) of the securities is conducted in a fair and orderly manner;
  • all holders of listed securities of the same class are treated fairly and equally; and
  • following a listing, there is sufficient disclosure of information to investors to ensure that they are kept fully informed of all factors which might affect their interests.  (In particular, immediate disclosure should be made of any information which might reasonably be expected to have a material effect on market activity and prices of the listed securities).

The International Stock Exchange (the TISE) encourages prospective issuers and their sponsors to contact the TISE at an early stage to seek informal and confidential guidance as to the eligibility of a proposed listing application.

Appointment of sponsor

In order to proceed with a listing a proposed issuer must appoint a sponsor to assist in relation to the listing procedure.  Ogier Corporate Finance Limited is a full member of the TISE and can act as sponsor for any type of listing.  The sponsor will be responsible for all communications and dealings with the TISE (including seeking approval of the TISE for the form and content of the listing document and for the preparation and filing with the TISE of the formal listing application and supporting documentation including director's declaration and director 'KYC').  In addition, a sponsor is able to apply to the TISE for derogations in the formal disclosure requirements applicable to the contents of the listing document.

Set out below are key features of the Listing rules relevant to special purpose acquisition companies (SPACs)

Shares, trading and share rights

  • Market capitalisation of £700,000 or more required
  • Free float of 25% in the public hands (connected persons are not deemed part of the public)
  • Shares to be freely transferable
  • Market maker to be appointed (currently Winterfloods in UK or Ravenscroft in the Channel Islands although the TISE would consider agreeing to the appointment of other UK based market makers on a case by case basis for each SPAC)
  • Further fund raises permitted via rights issues
  • Constitutional documents to require shareholders to disclose levels of beneficial ownership and sanctions for non-disclosure

Management / directors

  • Management required to have appropriate expertise and track record
  • Appropriate number of NEDs required dependent on if there is a controlling shareholder (anticipated minimum being 3)
  • All director voting rights and interests to be disclosed
  • Lock up of 12 months on shares held by management following acquisition
  • Disclosure of director's remuneration
  • No management incentive plans permitted until after acquisition
  • Directors must comply with Model Code see Appendix VI of the Listing Rules of the TISE).

Escrow and expenses

  • 90% of all monies raised to be held in a segregated account by an escrow agent or trustee (the Escrow Monies)
  • 10% of all monies raised available to pay expenses
  • 80% of the Escrow Monies to be utilised for the acquisition
  • Listing document to contain details of the permitted investments in which the Escrow Monies may be invested

The acquisition

  • Listing document to disclose details of the investment strategy and acquisition to be in accordance with such strategy
  • Investment strategy may be varied with shareholder approval and must be approved annually
  • Acquisition to be made within 36 months of listing
  • Acquisition requires shareholder approval by special resolution (minimum of 2/3rd majority for Jersey or Guernsey companies)
  • NED approval to acquisition required
  • Obligatory cash out option for shareholders who do not approve the acquisition, subject to maximum number as specified in listing document (shareholders to be provided with full details of acquisition)
  • Listing suspended on completion of acquisition and SPAC required to relist as a trading company under Chapter 6 of the TISE listing rules or on another exchange elsewhere
  • If more than one acquisition, all acquisitions to be completed simultaneously

Key listing documents

  • Listing document (which can be the prospectus)
  • Application form
  • Undertaking
  • Formal notice
  • Personal questionnaire for each director
  • Derogation letter for non-applicable and omitted information from listing document
  • Sponsor's declaration
  • Accounts and accountants report to be included in listing document if published or required

Why use the TISE?

The TISE offers:

  • a fast document turnaround time (often same day) and an efficient personal service
  • competitive pricing
  • sponsor fees significantly less than other major exchanges
  • no requirement to appoint a nomad
  • international standards of issuer regulation; and
  • a pragmatic approach to disclosure requirements

Unlike other European stock exchanges, the TISE is not bound by any European Union Listing Directives and, as a result, is able to be considerably more flexible in its approach.  The TISE is also generally more flexible on local presence requirements compared to stock exchanges established in the EU.  The TISE is aware of the time constraints, which affect issuers and their professional advisers and is committed to meeting an agreed transaction timetable.

Information on the Exchange

The TISE originally commenced operations on 27 October 1998 with the intention of providing recognised facilities for the listing and trading of a broad range of equity and debt securities.

While complying with international standards for recognised stock exchanges, the TISE had adopted a flexible and pragmatic approach to regulation.  This business oriented approach is similar to that which has contributed to the development of the Channel Islands as first class finance centres.  The TISE has developed listing rules which place a premium of clarity and an appropriate level of corporate governance.  The result is that this enables the TISE to provide issuers of securities with a fast, efficient and cost effective listing facility.

International recognition of the Exchange

The TISE is designated by the UK Inland Revenue as a recognised stock exchange under Section 1005 of the UK Income Tax Act 2007 (ICTA).  This designation is significant because qualifying debt securities listed on the TISE are now eligible for the 'Quoted Eurobond Exemption'.  This allows an issuer within the UK tax net to make payments of interest on the listed securities gross without deduction for tax.  In addition, in the United Kingdom, for example, there are capital gains and inheritance tax benefits to investing in shares linked on a recognised stock exchange such as the TISE.

The TISE was classified as a 'designated investment exchange' by the Financial Services Authority in the UK with effect from 1 February 2004.  This has facilitated trading by UK authorised firms by providing a more favorable regulatory environment for transactions effected on the TISE and also allow UK authorised firms to sell investments listed on the TISE to clients in the USA.

In designating the TISE as a recognised stock exchange under section 1005 of ICTA it was necessary for the UK Inland Revenue to determine that:

  • the TISE is a stock exchange undertaking the normal business of a stock exchange regulated as an investment exchange in a major economy or in a significant financial centre; and
  • the Channel Islands have proper and effective arrangements for financial regulation which meet internationally accepted modern standards in this area.

Another landmark for the TISE was its approval as an affiliate member of the International Organisation of Securities Commissions ('IOSCO') which further underlines the global reputation of the TISE.

The TISE has also been recognised by the Australian Stock Exchange and is registered with the World Federation of Stock Exchanges as a corresponding market.

The TISE is authorised to operate as an investment exchange under the Protection of Investors (Bailiwick of Guernsey) Law 1997 and is regulated and supervised by the Guernsey Financial Services Commission.

The Exchange's approach to listing

The TISE endeavors to adopt a pragmatic approach to regulation.  It is flexible in its requirements regarding the detailed information describing the issuer and its equity securities required to be included in a listing document.  Disclosure requirements have been set at a level which are intended to provide investors with sufficient information to enable them to make an informed investment decision regarding the listed securities but without imposing unnecessarily onerous demands on an issuer.  A listing document must disclose such information relating to the issuer and the equity securities for which a listing is sought as specified in Appendix IX, Part K of the TISE Listing Rules.  Where any such information would not be applicable or appropriate to a particular issue an application for derogation from the formal requirements may be made to the TISE. 

The TISE may authorise the omission of certain information from the listing document where it considers such information not to be applicable or is of minor importance.  Derogation may also be permitted if disclosure would be seriously detrimental to the issuer or contrary to the public interest.  As a general approach, however, the TISE would normally expect a listing document to disclose all such information as may be necessary to enable an investor to make an informed assessment on the financial position, activities, management and prospects of an issuer and of the rights (and any liabilities) attached to the equity securities for which a listing is sought.

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.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Similar Articles
Relevancy Powered by MondaqAI
In association with
Related Topics
Similar Articles
Relevancy Powered by MondaqAI
Related Articles
Up-coming Events Search
Font Size:
Mondaq on Twitter
Mondaq Free Registration
Gain access to Mondaq global archive of over 375,000 articles covering 200 countries with a personalised News Alert and automatic login on this device.
Mondaq News Alert (some suggested topics and region)
Select Topics
Registration (please scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of

To Use you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions