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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.
Footnote:
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.
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