On 1 June 2012 the Bermuda Stock Exchange (the "BSX") (a member of the World Federation of Exchanges) published Practice Note 13: Listing Regulations – International Issuers – Equity Securities which provides guidance to BSX Trading Members, Listing Sponsors and prospective issuers seeking a listing of equity securities on the BSX.
The BSX requires (as part of its high standard of regulatory oversight) that in order to list on the Mezzanine Market (primary listing) the issuer must restrict investment and trading in its listed securities to Qualified Investors in a manner acceptable to the BSX. However, the issuer may qualify for a waiver (granted by the BSX) from the restricted marketing provisions to Qualified Investors if the issuer:-
a) is incorporated in Bermuda as an exempted company;
b) can show that it has a minimum of two directors resident in Bermuda;
c) once listed, agrees to comply with the continuing obligations of a domestic main board issuer as set out in Chapter 6 of Section IIA of the BSX Listing Regulations; and
d) agrees to forward to the BSX, to members of the issuer and other holders of the issuer's listed equity securities, all financial information required to be prepared and disseminated by the issuer as if it were a full reporting foreign issuer pursuant to the Securities and Exchange Commission's rules in the United States of America, or an equivalent standard acceptable to the BSX.
The waiver allows the issuer to market its equity securities to any potential investor.
If the issuer (once granted the waiver) intends to access other international markets which allow the marketing of equity securities to the general public (retail investors), then the issuer will have to submit (in addition to the above) a prospectus that complies with the requirements of Appendix 2, Section IIA of the BSX Listing Regulations.
The issuer will also be required to appoint a share registrar/transfer agent in Bermuda before listing.
Appleby (Bermuda) Limited in conjunction with its affiliated companies Appleby Services (Bermuda) Ltd., Appleby Management (Bermuda) Ltd. and Appleby Securities (Bermuda) Ltd. provide the following services in order to properly facilitate the listing process:
- Incorporation and corporate administrative services including registered office
- Provision of resident directors
- Listing sponsor service
- Bermuda share registrar services
- Provision of legal advice in relation to the Bermuda law aspects of the prospectus drafting and filing including the advice in relation to the BSX listing application
Appleby currently waives its fee to incorporate a company in Bermuda provided that Appleby Services (Bermuda) Ltd. is appointed as corporate administrator for the following three years.
The Mezzanine Market has been established to facilitate the listing of equity shares of international and Bermuda exempted companies on the BSX. Alternative arrangements exist for primary or secondary listing(s) for funds and other securities.
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.