This is a summary of the main requirements for the admission of equity and debt securities of investment funds to a primary listing on The International Stock Exchange Authority Limited (the "TISEA").
This memorandum is intended as an overview of the subject matter and should be used as a starting point for a more detailed and comprehensive discussion of the issues based on the particular circumstances or transactions envisaged. Memos on other listing topics are also available on request, including continuing obligations guides for issuers of listed securities.
Why use TISEA?
Some of the advantages of choosing TISEA are:
- Competitive pricing (effective from 1
January 2016) and cost effectiveness:
- initial listing fee for open-ended funds of £6,000 (plus £500 per class), with an annual fee of £1,500 (plus £250 per class); and
- initial listing fee for closed-ended funds of £5,000 (plus £500 per class), with an annual fee of £2,000 (plus £250 per class).
- A willingness to work with the issuer and its advisers to accommodate innovative structures.
- Existing documentation (for example, prospectus, offering memorandum, scheme particulars, pricing supplements) may be used, with the addition of a wrapper, to form the listing document (the "Listing Document"), increasing the potential to save on costs.
- No requirement to appoint a Nominated Adviser (Nomad) (although an issuer must appoint a sponsor).
- Sponsor's fees which are significantly less than other major exchanges.
- Listing Rules (as defined below) which meet international standards and are easy to understand.
- Premier location. The Channel Islands are in the premier league of international financial centres and continue to demonstrate their commitment to the highest of regulatory standards.
- A pragmatic approach to disclosure requirements.
- Market makers can be appointed.
- As TISEA operates outside the EU, and no EU Directives apply, the regulatory burden is less onerous than listing on other major exchanges.
Recognition of TISEA
TISEA has attracted the following international recognition:
- TISEA is licensed to operate as an investment exchange under The Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended, and is regulated by the Guernsey Financial Services Commission (the "GFSC"), a member of IOSCO (as defined below).
- In December 2013, the UK's HM Revenue & Customs ("HMRC") designated TISEA as a Recognised Stock Exchange under section 1005 of the Income Tax Act 2007 on the basis of it having been previously designated as a registered stock exchange under section 841(b) of the Income and Corporation Tax Act 1988.
- In December 2013, TISEA was approved as an Affiliate Member of the International Organisation of Securities Commissions ("IOSCO").
- In December 2013, TISEA was officially recognised by the Australian Stock Exchange.
- In March 2015, TISEA became an Affiliate Member of the World Federation of Exchanges.
The recognition by HMRC means listed closed or open ended funds are eligible for SIPPS, together with ISA and PEP eligibility for closed-ended funds.
Appointment of sponsor
Every issuer must appoint a TISEA approved listing sponsor (such as Walkers Capital Markets Limited "WCML") to assist in the listing process. The sponsor will be responsible for all communications and dealings with TISEA both during the application and on behalf of the issuer on an ongoing basis once the listing is complete. This will include seeking approval of TISEA for the Listing Document (and any derogations from disclosure requirements) and for the preparation and filing with TISEA of the listing application and other supporting documentation.
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.