This article provides a summary of Appleby listing agent services in the Channel Islands, and also offers a summary of key changes to the continuing obligations of issuers under the listing rules of The International Stock Exchange (TISE).
Appleby Securities (Channel Islands) Ltd (Appleby) advises a range of clients on a significant number of listings of debt securities on TISE.
TISE has published revisions to their Qualified Investor Bond Market (QIBM) Continuing Obligation Listing Rules which came into effect from Friday 1 July. Please see this link to the listing rules.
The revised QIBM Listing Rules apply to the listing of debt securities on TISE. Any notification to TISE or relevant announcement must be made via Appleby as listing agent.
In general, notifications to TISE are now more streamlined, and need to be made "as soon as reasonably practicable" via Appleby as listing agent.
More specifically, we have highlighted key changes that are relevant to issuers of debt securities listed on TISE, as follows:
1. GENERAL NOTIFICATIONS:
An issuer must, as soon as reasonably practicable, notify TISE (and, unless otherwise agreed with TISE, publish an announcement on the TISE website) of:
- any takeover of, merger by, or purchase of the issuer;
- a change to the issuer's name;
- a failure to repay the principal in accordance with the terms and conditions of the bonds unless otherwise appropriately waived or approved;
- a failure to settle the coupon in accordance with the terms and conditions of the bonds unless otherwise appropriately waived or approved; and
- a change to the final maturity date of the bonds.
2. FURTHER ISSUANCES / PARTIAL REDEMPTIONS
An issuer must as soon as reasonably practicable notify TISE of:
- any further issues of its listed bonds; or
- any partial redemption of its listed bonds.
3. DE-LISTINGS / FULL REDEMPTIONS
An issuer must as soon as reasonably practicable notify TISE of any full cancellation and/or redemption of the listed bonds and make an application to TISE to de-list such bonds.
4. DIRECTOR INFORMATION
An issuer must notify TISE as soon as reasonably practicable of all appointments and resignations of directors of the issuer and provide full names, date of birth and nationality of all new appointees, and publish an announcement on the TISE website as soon as reasonably practicable.
5. FINANCIAL INFORMATION
The submission of financial information by an issuer on an annual basis has been streamlined. Issuers will now only need to submit annual financial statements if the auditor reports a qualified opinion on them, they are no longer prepared on a going concern basis or TISE requests a copy as part of any ongoing enquiry or investigations. Otherwise, an issuer may, where its financial information is publicly available, publish a one-off announcement on the TISE website which states:
- a weblink to where its financial information will be published: and
- the issuer's filing deadline permitted under its national legislation.
6. INVESTOR WEBSITE
An issuer may publish a one-off announcement on the TISE website which states:
- a weblink to an investor relations website for the issuer or issuer's group; and
- where that general information relating to the listed bonds, issuer or issuer's group will be available via the investor website.
7. SANCTIONS, LEGAL AND REGULATORY PROCEEDINGS
An issuer must notify TISE as soon as reasonably practicable, and provide TISE with all relevant information including any steps the issuer is taking in relation to these events, if the issuer or any director of the issuer:
- becomes subject to government sanction; or
- faces formal legal or regulatory proceedings for market abuse or other financial crimes including, but not limited to, fraud, money laundering, tax evasion, bribery, corruption, or embezzlement (for the avoidance of doubt, media speculation where no formal investigation has been initiated will not trigger this obligation).
Whilst offering a "Recognised Stock Exchange" for the purposes of UK HM Revenue & Customs, TISE's robust but proportionate listing rules, combined with TISE's pragmatic and commercial approach to listings, often appeals to issuers from the United Kingdom, Europe, the United States and Asia.
APPLEBY LISTING SPONSOR SERVICES
Appleby is a leading listing agent with TISE, which listed 1,111 securities during 2021 – the highest annual total of new listings since the inception of TISE. Appleby acted as listing agent on an increasing number of these listings, representing a 93% increase on the listings it facilitated on TISE during 2020.
Appleby assists domestic and international entities looking for a primary or secondary listing on TISE. Our listings team is committed to delivering a highly professional and integrated service, coordinating the listing process, and supporting the issuer through their application. We also act as our client's ongoing listing agent and assist them in meeting their continuing obligations as a listed issuer on TISE.
THE INTERNATIONAL STOCK EXCHANGE
TISE is a regulated marketplace from within the European time zone but outside both the European Union and the United Kingdom, although it is a "Recognised Stock Exchange" by UK HM Revenue & Customs and has several other international memberships and recognitions. Today there are more than 3,500 securities listed on TISE with a total market value of more than £500 billion. The majority of listings on TISE are debt securities (including High Yield Bonds Quoted Eurobonds, CLOs and other securitisations and Sustainable Bonds). Other types of securities can also be listed on TISE, for example REITs, SPACs, as well as other investment vehicles and equity listings.
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.