Synergy Capital Markets

The Irish Stock Exchange ("ISE") is widely recognized as one of the world’s leading exchanges for the listing of specialist debt products. Over 3,000 debt products are currently listed, and the growth in the numbers seeking to list continues unabated. The ISE operates an extremely successful listing regime for asset backed, debt and derivative securities with a separate rule book governing each product category. A streamlined listing procedure, together with a predetermined, aggressively commercial approach to timing and a competitive fee structure, have earned the ISE an excellent reputation.

 

As an EU recognized exchange, an ISE listing offers a useful marketing tool to issuers, assisting with distribution capabilities, by facilitating access to a wider investor base. For instance, institutional investors, are often prohibited, whether for internal or external reasons, from investing in unlisted securities. Quoted Eurobonds may also benefit from an exemption from withholding tax on interest payments.

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The Irish Stock Exchange (‘ISE’) has two markets for listing and trading debt securities.

 

Main Securities Market:

 

The Main Securities Market (‘MSM’) is a regulated market on which issuers must comply with the requirements of the relevant EU Directives, including the Prospectus Directive and the Transparency Directive. The Central Bank of Ireland is the competent authority for the approval of prospectuses in Ireland under the Prospectus Directive. The ISE is the authority for the approval of the securities for admission to listing on the MSM.

 

Global Exchange Market:

 

The ISE’s second debt securities market is the exchange-regulated Global Exchange Market (‘GEM’). Whilst the listing conditions and the document content / disclosure requirements of GEM are similar to those of the regulated market, the ISE can offer more flexibility than would be available for a regulated market listing. The provisions of the Prospectus and Transparency Directives are not applicable to securities listed on GEM.

 

This page briefly summarizes the listing requirements and ongoing obligations for Asset Back Securities, Debt Securities and Derivative Securities (together referred to herein as ‘Securities’) seeking a listing on either the Main Securities Market or the Global Exchange Market.

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Timing: 

 

Ireland has committed to very aggressive and set turnaround times on all documents submitted for review. These time-frames are three working days for first submissions and two working days for all subsequent submissions. Approval happens on a same day basis. This applies to both markets.

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Listing Agent:

 

To apply for admission to trading of a specialist debt security on the ISE, the issuer must appoint a listing agent which is registered with the CBI and ISE. A listing agent is responsible for ensuring that the issuer is guided and advised on their application and is responsible for all communications with the Central Bank and ISE with regard to the relevant annexes to the Commission Regulations or the GEM Listing Rules, the listing process and all post listing obligations that may apply. Synergy Capital Markets is associated with an Irish Exchange Listing Agent.

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LISTING ON THE MAIN SECURITIES MARKET:

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• Security Holders:

  • The issuer must ensure that all holders of all Securities ranking pari-passu are given equal treatment in respect of all the rights attaching to those Securities. The issuer must, at least in each EU Member State in which its Securities are listed, publish notices or distribute circulars giving details of the holding of meetings at which holders are entitled to attend, the payment of interest in respect of such Securities, the exercise of any conversion, exchange, subscription or renunciation rights and repayment of its Securities; and otherwise ensure that all necessary facilities and information are available to enable holders of those Securities to exercise their rights, in particular, the rights to vote where applicable.

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• ​Securities:

  • Constitution

    • The Securities to be listed must conform with the law of the issuer’s place of incorporation; be duly authorized according to the requirements of the issuer’s constitutive documents; and have any necessary statutory or other consents.​

  • ​Freely Transferable

    • The Securities to be listed must be freely transferable. In circumstances approved by the ISE, an issuer can take power to disapprove the transfer of the securities provided that the exercise of such power would not disturb the market in those securities.

  • Market Value

    • Except where Securities of the same class are already listed, the expected aggregate market value of the Securities to be listed must be at least €200,000 (except that there is no minimum limit in the case of tap issues where the amount of the securities is not fixed). The ISE may admit Debt Securities of a lower value if satisfied that there will be an adequate market for the Debt Securities involved.

  • ​Physical Form

    • The physical form of Securities, if they have a physical form, issued by an entity of a Member State must comply with the standards laid down by that Member State. Where Securities are issued by an issuer of a non-Member State, the physical form of such Securities must afford sufficient safeguards for the protection of the investors.

  • ​Derivative Securities

    • For a derivative security to be listed, the amount payable must be calculated by reference to the prices of a security which is traded on a regulated, regularly operating, recognized open market, or by reference to the prices, levels or performance of:

      • a currency;

      • an index;

      • an interest rate;

      • a commodity; 

      • a combination of the above; or

      • be credit linked.

    • The ISE, if consulted at an early stage, may modify or dispense with this condition for other derivative securities, including those defined by reference to internationally recognized industry definitions or standards.

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• Paying Agent:

  • The issuer must maintain a paying agent in the EU until the date on which the Securities are finally redeemed (unless the issuer itself provides financial services and itself performs the function of a paying agent in the EU).

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• Auditors:​

  • ​The auditors to the issuer must be independent of the issuer and comply with applicable guidelines on independence issued by their national accountancy bodies.

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• ​Trustee - ABS:

  • There must be a trustee, or other appropriate independent party, representing the ABS holders’ interests and with the right of access to appropriate and relevant information relating to the assets​​

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• ABS Underlying Securities:​

  • ​Characteristics

    • The securitized assets backing the issue must have characteristics that demonstrate capacity to produce funds to service any payments due and payable on the securities.

  • ​Equities

    • Except where the ISE otherwise agrees, equity securities backing the issue of securities must (1) be listed on a stock exchange or traded on another regulated and regularly operating open market; or (2) represent minority interests and must not confer legal or management control of the issuing companies. Where warrants or options or other rights relating to equity securities are used to back an issue, this paragraph applies in respect of the equity securities to which those warrants or options or other rights relate.

  • ​Debt Securities – Convertible

    • Convertible Debt Securities may only be admitted to listing if the securities into which they are convertible are already, or will become at the same time: (1) listed securities; or (2) securities listed on a regulated, regularly operating, recognized open market. This rule may be dispensed with by the ISE if it is satisfied that the holders of the convertible securities have at their disposal all information necessary to form an opinion about the value of the underlying securities

  • ​Retail Derivatives

    • A retail derivative security must not be a contingent liability investment. If a retail derivative security gives its holder a right of exercise, its terms and conditions must provide that (i) for cash settled derivatives that are in the money at the exercise time on the expiration date, automatic exercise of the security will apply; or (ii) for physically settled derivatives that are in the money at the exercise time on the expiration date, if the holder fails to deliver an exercise notice by the time stipulated in the terms and conditions, the issuer will, irrespective of the failure to exercise, pay to the holder an amount of cash in lieu of the holder’s failure to deliver the exercise notice, the amount and method of calculation of this amount to be determined by the issuer.

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LISTING ON THE GLOBAL EXCHANGE MARKET:

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• Securities:

  • ​Denomination

    • No distinction is made under the GEM Rules between wholesale securities (over €100,000 or its equivalent) and retail securities (less than €100,000 or its equivalent).

  • ​Partly Paid

    • The ISE may allow partly paid securities to be listed on GEM if it is satisfied that their transferability is not restricted, and investors have been provided with appropriate information to enable dealings in the securities to take place on an open and proper basis. In case of transferable securities, all such securities must be freely negotiable.

  • ​Efficient Trading & Settlement

    • Securities that are admitted to trading on GEM must be capable of being traded in a fair, orderly, efficient and transparent manner. To be admitted to trading, securities must be eligible for electronic settlement or some other equally efficient settlement protocol.

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• Directors & Service Providers:​​

  • ​Paying Agent

    • While it is a specific requirement of the Prospectus Directive that an issuer must maintain a paying agent in the EU, this is not a condition for listing on GEM.

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• GEM Disclosure Requirements for Specific Transaction Types:​​

  • ​Paying Agent

    • While it is a specific requirement of the Prospectus Directive that an issuer must maintain a paying agent in the EU, this is not a condition for listing on GEM.

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• ​​GEM Disclosure Requirements for Specific Transaction Types:

  • ​High Yield Transactions

    • The ISE is the exchange of choice for the listing of high yield transactions. The vast majority of such high yield structures are listed on GEM including plain vanilla, upstream guarantee structures, LBO, M&A and balance sheet restructuring issues. The ISE has been proactive in clearly defining and adopting disclosure requirements of particular relevance to high yield issues. The ISE have devised specific information disclosure requirements for securities issued by a company within a group structure, where the securities are guaranteed by subsidiary guarantors.

  • ​Global Depository

    • Notes GEM facilitates the listing of sponsored and unsponsored Global Depository Notes (‘GDNs’) which are aimed at professional investors.

  • ​Life Settlement Securitizations

    • Life Settlements is another asset class for which a GEM listing has proved popular. In light of recent developments in the life settlement market, the ISE have also created additional specific disclosure items to ensure that GEM listing particulars contain all material information relevant to life settlement securitizations.

  • ​Preference Shares

    • Often the most junior class of securities in certain ABS transactions is constituted as preference shares. Under the Prospectus Directive, it is not possible to list preference shares under the debt securities regime on the regulated Main Securities Market because they are deemed to be equity.

    • The ISE will permit preference shares to be listed on the regulated Main Securities Market provided that they are renamed preference ‘securities’ and the word ‘share’ is removed from the security title and all documentation.

    • Alternatively, the preference shares can be listed on GEM. One offering document can be used to contemporaneously list securities on the Main Securities Market of the ISE and the preference shares on GEM.​

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