This memorandum has been prepared to inform the directors of their obligations on the listing of closed-ended and open-ended funds and other investment vehicles listed pursuant to Chapter 7 of The International Stock Exchange Authority Limited ("TISEA") listing rules (the "Listing Rules") so that the directors may satisfy themselves that they are complying with all the relevant requirements.
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.
CONTINUING OBLIGATIONS
The Listing Rules contain provisions setting out the continuing obligations which an issuer is required to observe once any of its listed securities have been admitted to listing. The Listing Rules also contain provisions regarding accountants' reports and other financial information.
Once a listing has occurred an issuer, assisted by its sponsor, must comply with the continuing obligations specified in the Listing Rules. The continuing obligations are intended to ensure that all market users have simultaneous access to the same information and to maintain an orderly market in the listed securities.
Walkers Capital Markets Limited ("WCML") must be kept appraised of the operations of the fund so that we may best advise at all times on any appropriate course of action to be taken by a fund to demonstrate compliance with the continuing obligations requirements. All final announcements, circulars and reports filed by WCML on behalf of a fund will be released through the online Market Data Management System (the "MDMS") of TISEA.
A summary of the continuing obligations is set out below.
General obligation of disclosure for issuers (Listing Rule 7.9.3.1)
Generally and apart from compliance with all the specific requirements of the Listing Rules, the issuer shall keep the public, TISEA, the holders of the securities of the issuer and other holders of its listed securities informed as soon as reasonably practicable of any information relating to the issuer (including information on any major new developments in the issuer's sphere of activity which is not public knowledge) which:
- is necessary to enable them and the public to appraise the position of the issuer;
- is necessary to avoid the establishment of a false market in its securities; and
- might reasonably be expected materially to affect market activity in and the price of its securities.
Duty of notification to TISEA (Listing Rule 7.9.4.1)
Information that is required to be disseminated pursuant to Listing Rule 7.9.3.1 or otherwise under the Listing Rules must not be given to a third party before it is notified to TISEA except as permitted in this Listing Rule. An issuer may give information in strict confidence to its advisers, an agent employed to release the information (such as WCML), and to persons with whom it is negotiating with a view to effecting a transaction or raising finance, including prospective underwriters of an issue of securities, providers of finance or loans or the placees of the balance of a rights issue not taken up by shareholders. In such cases, the issuer must advise the recipients of such information that it is confidential and that they should not deal in the issuer's securities before the information has been made available to the public.
An issuer whose securities are listed on TISEA and on any other exchange must ensure that equivalent information is made available at the same time to TISEA and such other exchanges.
Therefore, announcements in particular need to be coordinated so that shareholders in each marketplace have access to the same information simultaneously.
Notifications relating to capital (Listing Rules 7.9.5.1 - 7.9.5.7.2)
A listed fund (with the exception of open-ended investment funds) must notify TISEA without delay (unless otherwise indicated) of any alterations to the fund's capital structure, changes to rights attaching to securities, redemption or drawing, new issues , basis of allotment and any issues affecting conversion rights.
The following information relating to its capital needs to be notified:
- Alterations to Capital
Structure
Any proposed change in its capital structure, including the re-purchase of its own shares to be held as treasury shares and including changes in the structure of its listed debt securities, except that an announcement of a new issue may be delayed while marketing or underwriting is in progress. - Changes of rights attaching
to securities
Any change in the rights attaching to any class of listed securities (including any change in loan terms or in the rate of interest carried by a debt security) or to any securities into which any listed securities are convertible. - Redemption or
drawing
Any purchase, sale, drawing or redemption by the issuer of its listed securities. - Basis of
allotment
The basis of allotment of listed securities offered generally to the public for subscription or sale and of the results of any rights issues to shareholders before trading in the listed securities commences. - Issues affecting conversion
rights
The effect, if any, of any issue of further securities on the terms of the exercise of rights under options, warrants and convertible securities. - Results of new
issues
The results of any new issue of listed securities or of a public offering of existing securities.
Changes in issued capital need not be disclosed under Listing Rule 7.9.5.2, 7.9.5.3 or 7.9.5.5 as a result of issues and redemptions or repurchases in the normal course of business as described in the listing document, unless and until the number of securities of the relevant class currently in issue increases or decreases by more than 25 percent since the publication of the listing document or the last notification to TISEA.
Annual report and accounts (Listing Rule 7.6.2.1 and 7.6.3.2)
The issuer's annual report and accounts must be filed with TISEA within six months of the end of the financial period to which the accounts relate and an interim report must be provided within four months of the period end to which the report relates. The annual report and accounts must be lodged with TISEA on the same day as they are sent to shareholders under Listing Rule 7.6.2.1 together with the announcement to be displayed by TISEA on its website.
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.
