ARTICLE
28 February 2019

Brexit Ready: Alternative Options To A London Listing For Issuers Of Debt Securities

M
Matheson
Contributor
Established in 1825 in Dublin, Ireland and with offices in Cork, London, New York, Palo Alto and San Francisco, more than 700 people work across Matheson’s six offices, including 96 partners and tax principals and over 470 legal and tax professionals. Matheson services the legal needs of internationally focused companies and financial institutions doing business in and from Ireland. Our clients include over half of the world’s 50 largest banks, 6 of the world’s 10 largest asset managers, 7 of the top 10 global technology brands and we have advised the majority of the Fortune 100.
With Brexit only a few weeks away and exit negotiations still ongoing between the EU and UK, debt issuers listed in London are considering their options in terms of their listing venue and the alternatives to a London listing post 29 March 2019.
Ireland Corporate/Commercial Law
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With Brexit only a few weeks away and exit negotiations still ongoing between the EU and UK, debt issuers listed in London are considering their options in terms of their listing venue and the alternatives to a London listing post 29 March 2019.  In this article we discuss the main reasons for listing and three alternative listing venues, Euronext Dublin (ENX), the Vienna Stock Exchange (VSX) and the Cayman Islands Stock Exchange (CSX).

Reasons for Listing

The main reasons for listing include:

  • Passport to Europe – issuers approved under the Prospectus Directive (PD) in Ireland can offer their securities to the public in certain other EEA states.  In addition, the approved prospectus can be used for an admission to listing on other EEA regulated markets.
  • Tax advantages – one reason for debt issuers seeking a listing is to avail of the quoted Eurobond exemption from interest withholding tax.  The UK HMRC recognises each of ENX (regulated and global exchange market), the VSX (Third Market) and the CSX as recognised stock exchanges.
  • ECB eligibility – in order to be eligible as collateral for Eurosystem credit operations, marketable assets must comply with certain eligibility criteria, including for debt instruments, that they be admitted to trading on an EU regulated or acceptable non-regulated market.  In order for an issuer's debt instrument to be used as collateral by counterparties within the Eurosystem, a listing on ENX (regulated or global exchange market) or the VSX would suffice.
  • Transparency – a listing requires issuers to comply with specific ongoing listing requirements which includes the timely publication of certain material information relating to the issuer and its securities.
  • Marketing – a listing on any of ENX, the VSX or CSX facilitates the sale and distribution of securities to investors that may be prohibited from investing in unlisted securities.

Alternative Markets to London – Ireland / Vienna / Cayman Islands

For those issuers seeking a listing on an alternative regulated market in the EU, the regulated market of ENX provides a perfect solution.There are experienced teams in both the Central Bank of Ireland (CBI) and ENX (both use competitive turnaround times for review) meaning that an issuer could be approved and admitted to listing within a short number of weeks.

Where a debt issuer does not require a regulated market listing but still requires a listing on a 'recognised stock exchange', the global exchange market of ENX, the Third Market of the VSX or the CSX are excellent alternative listing venues.Documentation requirements vary depending on the listing venue chosen and our Listings team are happy to assist with market selection.

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.

ARTICLE
28 February 2019

Brexit Ready: Alternative Options To A London Listing For Issuers Of Debt Securities

Ireland Corporate/Commercial Law
Contributor
Established in 1825 in Dublin, Ireland and with offices in Cork, London, New York, Palo Alto and San Francisco, more than 700 people work across Matheson’s six offices, including 96 partners and tax principals and over 470 legal and tax professionals. Matheson services the legal needs of internationally focused companies and financial institutions doing business in and from Ireland. Our clients include over half of the world’s 50 largest banks, 6 of the world’s 10 largest asset managers, 7 of the top 10 global technology brands and we have advised the majority of the Fortune 100.
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