Jersey: Listing On The International Stock Exchange Authority Limited (Summary)

Introduction

The purpose of this memorandum is to provide you with an understanding of our listing sponsor services in the Channel Islands together with general information on the listing requirements and procedures of The International Stock Exchange Authority Limited ("TISEA"). Walkers Capital Markets Limited ("WCML") is a Category 1, 2 and 3 sponsor of TISEA, which means that we are able to act as a sponsor for all TISEA listing services.

Overview

TISEA aims to offer a service and structure unique in the European time zone and has become the stock exchange of choice for a growing number of international issuers.

TISEA's mission is to be a leading international stock exchange in the European time zone. TISEA offers a personalised approach to listing applications within a highly regulated and innovative marketplace.

TISEA offers several advantages as follows:

1. Competitive pricing.
2. A willingness to work with the issuer and its advisers to accommodate innovative structures.
3. Existing documentation (for example, prospectus, offering memorandum, scheme particulars, pricing supplements) may be used, with the addition of a wrapper, to form the listing document (the "Listing Document"), increasing the potential to save on costs.
4. Listing sponsor's fees which are significantly less than other major exchanges.
5. No requirement to appoint a Nominated Adviser ("Nomad") (although an issuer must appoint a listing sponsor).
6. Listing Rules (as defined below) which meet international standards and are easy to understand.
7. Premier location. The Channel Islands are in the premier league of international financial centres and continue to demonstrate their commitment to the highest of regulatory standards.
8. As TISEA operates outside the EU, and no EU directives apply, the regulatory burden is less onerous than on other major exchanges.

TISEA approach to listing

In accordance with its pragmatic, business oriented approach to regulation, TISEA is flexible with regards to the disclosure requirements in respect of the issuer and its debt securities within the Listing Document. Disclosure requirements are intended to provide investors with enough information to enable them to make an informed assessment as to whether or not to invest in the listed securities but without imposing unnecessarily onerous demands on the issuer.

TISEA may authorise the omission of certain information from the Listing Document where it considers such information not to be applicable or that it is of minor importance. Derogations may also be permitted if disclosures would be seriously detrimental to the issuer or contrary to public interest.

However, TISEA Listing Rules ("Listing Rules") contain an over-arching requirement that a Listing Document contain such other information as is necessary to enable an investor to make an informed assessment of the activities, assets and liabilities, financial position, management, prospects and the profits and losses of the issuer and of the rights attaching to the securities for which a listing is sought. TISEA may also waive, modify or not require compliance with Listing Rules in individual cases.

It is important to liaise with us (and TISEA) at an early stage to seek informal and confidential guidance as to the suitability of a proposed listing application.

The application process

Preliminary information to be provided

In order for WCML and TISEA to commence an application process, certain preliminary information and documents are required (below list is not exhaustive):

1. information about the proposed issuer, and its use of proceeds from the issuance of securities;
2. structure chart illustrating the transaction, outlining where the proposed issuer sits within the group and identifying the existing or prospective noteholders;
3. details of who has set up the structure and the purpose for which it is being used; and
4. directors' declarations in the form of Appendix V of the Listing Rules together with certified copies of the directors' proof of identity and proof of residential address. The directors will also have to submit a ten year summary history of employment within the Listing Document.

NOTE: In terms of certification, copies of documentation must be certified by a lawyer, accountant, director or officer of a regulated financial services provider, police officer, embassy or consular official or notary public. The certifier must confirm that they have viewed the original documentation and that the photocopy is a true copy of the original. The words "certified true copy" must be included and the document must be signed and dated, and include details of the certifiers capacity (eg lawyer), registration number and stamp (if applicable).

Summary of the listing process

The listing process essentially involves the review and approval of an offering document, which is referred to as listing particulars, and certain ancillary documents, which must demonstrate compliance with the Listing Rules. The listing particulars must include all information necessary for an investor to make an informed decision of its investment.

As for timing, we would generally advise that an issuer should be listed within four to six weeks of the listing particulars being initially submitted to TISEA, although shorter timeframes may also be accommodated. The application process is normally carried out in two main stages. The first stage is an initial submission with draft documents and the second stage is the submission of final signed documents on the anticipated listing date.

In case of unusual transactions, WCML can contact TISEA at an early stage to seek informal and confidential guidance as to the suitability of a proposed listing application.

Detailed steps for listing securities

Step 1 - Appoint listing sponsor

An issuer appoints WCML as its listing sponsor responsible for the coordination of the listing process. WCML is responsible for guiding and advising the issuer as to the application of the Listing Rules. If there is any question as to the suitability of the issuer, WCML will consult TISEA.

Step 2 – Draft listing application documents and TISEA review of the Initial Application

WCML, in conjunction with the issuer's professional advisers, will prepare drafts of the formal listing documentation for review and comment by TISEA. An initial application is made to give TISEA an opportunity to comment on draft documentation.

TISEA's initial fee must be settled before comments on the draft documentation will be released by TISEA.

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

Step 3 - Final Application and Admission to listing

If the Membership and Listing Committee of TISEA approves the application, the listing documentation is then filed as part of the final application, preferably at least one day before the anticipated listing date. In any event, all documentation must be submitted by email by not later than 12.00 noon Jersey time on the anticipated listing date. In the case of an issuer that is listing and issuing securities simultaneously, confirmation of allotment of securities must also be provided to TISEA prior to 12.00 noon on the anticipated listing date.

At around 4.00 pm TISEA sends a Grant of Listing letter confirming that the securities will be admitted to the Official List at 6.00 pm on the same day (debt securities).

TISEA and WCML accept electronic versions of the documents. There is no need to submit any documents in hard copy form.

Listing Agent services

WCML is a Category 1, 2 and 3 sponsor of TISEA which means that it is able to act as a sponsor for all listing purposes, enabling all clients to achieve their goals. WCML is experienced in the provision of high quality and cost effective professional legal and listing services.

WCML's services include:

1. providing guidance on TISEA Listing Rules and disclosure requirements;
2. preparing and lodging formal applications with TISEA including preparation of listing documents;
3. obtaining TISEA's approval of the listing document and other disclosure requirements;
4. preparing and lodging announcements and filling reports in relation to continuing obligations (post-listing);
5. acting as an authorised representative to the issuer in connection with the listing securities; and
6. assisting with the listing of any additional series, classes of securities or PIK (Payment In Kind) Notes.

WCML team possesses a thorough working knowledge of listing requirements and provides an efficient, high quality listing service. When you choose WCML, you receive the focused attention of senior, experienced professionals with a strong track record of liaising with TISEA, managing the listing process and meeting client expectations of quality and timeliness.

Open communication

WCML operates an open-door policy and is happy to answer any query, however big or small, to ensure that an issuer best complies with its obligations to TISEA. In this regard we recommend that, upon listing, an issuer establishes key contacts within its administrator or legal advisers who will be responsible for liaising with WCML on an on-going basis. We then strike a strong working relationship with the issuer's contacts to develop excellent communication channels.

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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