Cyprus: Listing On The Regulated Market Of The Cyprus Stock Exchange

A. INTRODUCTION

The continuous growth, modernization and full compliance of the Cyprus Stock Exchange (the "CSE") with European legislation, continues to attract the interest of local and international companies which are seeking to accelerate their growth and gain access into European capital markets.

The Regulated Market of the Cyprus Stock Exchange (the "Regulated Market") in particular, allows for the listing of titles including shares, warrants, rights and collective investment funds. The Regulated Market provides an opportunity to well-established companies to list their titles on a regulated stock exchange and further provides a strong indication to investors that the company is active, transparent and capable of adhering to the high standards of a regulated market in a European jurisdiction.

B. TO WHOM IS THE REGULATED MARKET ADDRESSED?

The Regulated Market is under the supervision of the CSE and consists of the Main Market and the Alternative Market – each having its own characteristics and requirements according to CSE laws and regulations.

The Regulated Market is addressed to both local and foreign entities that are confident they are able to respond to the ongoing obligations and regulatory requirements.

The Main Market is addressed to issuers of big capitalization who are willing to adhere to stricter listing requirements, continuous obligations and compliance with corporate governance.

The Alternative Market is addressed to issuers with medium to small capitalization and the requirements for listing are generally less strict than those of the Regulated Market, as the standards applicable are the minimum listing requirements and continuous obligations set by European Directives. 

C. WHICH ARE THE AVAILABLE METHODS FOR LISTING?

An issuer who intends to list their securities for the first time on the Regulated Market, should initially proceed to the preparation of a prospectus.

Once the prospectus is approved by the Cyprus Securities and Exchange Commission (CySEC), the issuer may subsequently follow one of the methods below or a combination of both for the listing of its titles.

1 Public offering of securities

Listing through a public offering of securities involves an offer of subscription to the public in order to subscribe for the purchase of titles which have not yet been issued or allocated.

Once the public offering of securities is concluded, a dispersion report must be prepared to determine that the issuer complies with free float requirements. 

2 Placement of securities

This method involves the placement of securities which have been issued and allocated prior to the public announcement of the Cyprus Stock Exchange for listing.

The issuer must take into consideration and comply with the free float requirements of each market.

D. LISTING REQUIREMENTS

An issuer seeking to list its titles on the Regulated Market for the first time, should satisfy the CSE Council that it fulfils the following general requirements and special listing requirements according to the specific requirements of each market.

I. General Listing Requirements

  • It has been legally incorporated and operates in accordance with the law of its place of incorporation.
  • It is a public company and has the power to issue securities to the public.
  • The issuer has the power to issue the specific securities whose listing he seeks in accordance with the law of its place of incorporation, its memorandum and articles of association or any other documents which governs the terms of its incorporation and relations amongst his members.
  • The listing concerns all the titles of the same category issued or to be issued, as well as any rights or other financial derivatives which are or may be converted to the same category as the ones to be listed.
  • The issuer proposes the titles whose transfer is free.
  • It is not bound against anyone in a manner which is incompatible with the interests of the holders of its securities.
  • It ensures equal treatment of the beneficiaries of the securities of the same category.
  • It proposes for listing fully paid titles.
  • It is ready and capable of handing over his Registry to the Central Depository and Registry.
  • The issuer satisfies the CSE Council it has sufficient working capital
  • The issuer has at least 4 Directors
  • It satisfies the CSE Council that it has all the necessary guarantees to protect investors.
  • The greatest part of its revenues or assets do not originate from or are related to shipping activities, unless the issuer's activities are in the field of shipping.

II. Special Listing Requirements

*an issuer has to satisfy the above requirements at all times.

E. LISTING PROCESS

Depending on the method of listing, market and complexity of the issuer, the listing preparation and procedure can be summarized as follows:  

F. ONGOING OBLIGATIONS

Irrespectively of the market, an issuer has to comply with the general continuous obligations of the CSE including but not limited to the following:

  • To comply with general CSE obligations depending on the market on which it has listed its securities
  • To maintain the services of a clearing agent
  • To publish every material information capable of helping the beneficiaries of its titles and the public to best assess its situation and evaluation of its titles
  • To timely announce important decisions of its Board of Directors
  • To publish every decision for the approval of financial results and their statements half-yearly and yearly.
  • To announce every information concerning a takeover, liquidation of its material assets or any other important transaction.

Further continuous obligations applicable to companies listed on the Main or Alternative market.

Main Market Alternative Market
Accounting Department
To keep a duly staffed and organized accounting department headed by a certified accountant who is a member of the Institute of Certified Public Accountants of Cyprus or equivalent professional body. Not applicable  
Compliance Officer
To employ a person on a permanent basis, who knows very well the Stock Exchange Legislation as a Compliance Officer for stock exchange issues, the name of whom must be communicated to the Stock Exchange. To employ a person on a permanent basis, who knows very well the Stock Exchange Legislation as a Compliance Officer for stock exchange issues the name of whom must be communicated to the Stock Exchange.
Website
To keep a freely accessible website on the internet so as to announce any obligatory information and particularly their financial results for at least the last five years, their announcements concerning the terms of issue or granting of titles and the most recently published prospectus, company's profile, informative memorandum, or any other document required to be published. Not applicable
Free float
To keep a minimum percentage of dispersion to the public of 15% and at least 300 natural or legal persons. To keep a minimum percentage of dispersion to the public of 10% and at least 100 physical or legal persons.

G. ADVANTAGES OF OBTAINING A LISTING

  • It provides overseas companies an opportunity to be listed on a regulated European market.
  • It provides additional transparency and security to investors.
  • It provides listed companies with an alternative means for raising capital.
  • It promotes the recognition and reputation of domestic and international companies.
  • The Regulated Market creates new investment opportunities for investors who wish to invest in mature companies with good capitalization.
  • Possible exceptions from CFC rules in some jurisdictions.
  • Possible exceptions from reporting obligations in public registers.
  • Possible exceptions from specific taxation is certain jurisdictions for property rich companies.

H. KEY PLAYERS INVOLVED IN THE LISTING PROCEDURE

  • Lawyers
  • Accountants
  • Auditors
  • Underwriters

J. HOW KINANIS LLC CAN ASSIST

Our dedicated Financial Services team is ready to assist clients with:

  • Conversion of a company to public
  • Preparation of listing application to CSE
  • Review of prospectus and liaising with CySEC
  • Assistance in drafting of constitutional and other legal documents
  • Consulting in legal, tax and accounting matters
  • Directorship services
  • Corporate services such as secretary and registered office

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.

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