Structures
A number of structures are used to issue and list securities on The International Stock Exchange, including private companies, public companies, S a R. L. (societé a responsabilité limitée), and LLC (Limited Liability Company). This article will consider the applicable structure chart requirements; together with other suitability insights and provide an overview of recent listing activity on TISE.
First Quarter of 2024
TISE has secured a very good start to the year, with 228 newly listed securities during the first quarter of 2024. As for geography, the UK remains the largest single source of new business, however over 20% of all newly listed securities during the first quarter of 2024 originated from the EU, including France, Germany, Ireland, Luxembourg and the Netherlands. In addition, around 3% of new business was from Canada and USA. The increase in M&A work meant that private equity debt (76 securities) remained the largest product type for newly listed securities during the first quarter of 2024. The total number of securities on TISE’s Official List reached 4,313 at 31 March 2024, which is a record high in the history of the Exchange.
Structure Chart Requirements / Ownership of Issuer
The issuer will provide details on its ownership. TISE listing rules require a structure chart, showing the information set out below, either contained within the listing documents or provided for separately:
- flow of funds;
- the immediate and ultimate beneficial owner(s) of the issuer* and their jurisdictions;
- the percentage of ownership in the structure;
- the names of subsidiaries of the issuer which are not domiciled in either the UK or EEA;
- the jurisdictions in which the issuer and its group operate; and
- the identity of security holders** and their domiciles.
*TISE generally uses a threshold of 25% where identifying individuals, however in certain circumstances TISE may lower the threshold. In these circumstances, TISE will inform us when they respond to the initial listing application.
**If trusts: With the exception of charitable trusts, where a trust is a principal party with an interest of 25% or more of an issuer or bondholder, the name and date of birth of the following trust principals should be disclosed: the trustees; the settlor(s); the ultimate beneficiaries (irrespective of whether their interest is vested, discretionary or contingent); the protector; the enforcer; the investment advisor; and any other natural person who has the power to direct the trust including but not limited to the appointment or removal of trustees, directing the distribution of trust assets, and amending or revoking the trust.
Suitability
Appleby is keen to maintain best practices for our intermediaries and clients in relation to our onboarding, AML, KYC and CDD.
Potential issues, such as adverse information in the group structure which may be of concern, should be shared with us early in the application process, and prior to submission of the listing application,
We have set out some guidance below, which is intended to be helpful to facilitate matters.
- Transaction documents may contain references to information such as (i) potentially “higher” risk activities (e.g. activities known for abusive practices), (ii) higher risk jurisdictions (e.g. jurisdictions subject to sanctions), private ownership (e.g. PEPS), unusual features, and/or unethical conduct.
- TISE will scrutinise the suitability of such listing applications, and the issuer and advisers will need to disclose any pertinent issues upfront, including perhaps already summarised in the transaction documents. This will be treated confidentially by Appleby and TISE .
- TISE is usually keen to cooperate proactively and we can open a confidential dialogue upfront.
- 3 options can include
- Appleby can speak to TISE about any concerns, before the initial application process; and/or
- Appleby can raise any concerns as part of the submission for the initial application process ; or
- Appleby can submit an “Eligibility Application” to TISE – applicable where an approval in principle is required for comfort reasons prior to submission of an official listing application.
- If required, a separate “Eligibility Application” attracts a £2,500 fee from TISE which is in addition to their initial fee (if TISE confirm that the application is eligible).
Appleby Listing Agent Services
Appleby assists domestic and international issuers listing securities on TISE. We also act as the issuer’s ongoing listing agent and assist them in meeting their continuing obligations as a listed issuer 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.
The International Stock Exchange
TISE is a regulated marketplace within the European time zone but outside both the UK and the European Union. TISE is a “Recognised Stock Exchange” by UK HM Revenue & Customs. There are more than 4,300 securities listed on TISE currently. The majority of listings are debt securities (including eurobonds, securitisations and CLOs, high yield bonds and green bonds) but TISE can also list other types of securities, such as REITs, other investment vehicles and equity listings.
For more information, please speak to your usual Appleby contact.
