Eurivex, a regulated Cyprus investment firm is an approved Nomad for listings on the Emerging Companies Market of the Cyprus Stock Exchange (ECM) under simplified listing rules.
The Cyprus Stock Exchange, a eurozone member exchange allows private or public companies domiciled in any jurisdiction in addition to Cyprus to issue bonds and list them on the ECM of the CSE in record time.
Such a listing of bonds is ideal for:
- Promoters who wish to raise money from other investors and are looking to operate through an approved regulatory structure,
- Promoters who have lined up pension funds and other institutional investors wishing to invest in their project or company whose charter allows them to invest only in listed titles trading on recognized stock exchanges,
- Companies who wish to bypass the banks and offer a better return to investors directly and by issuing their bonds, raise money
The ECM is very similar to what the AIM is for the London Stock Exchange with the added advantage that it’s a Multilateral Trading Facility (MTF) as defined by the EU’s Markets for Financial Instruments Directive (MiFID) and operated by an EU regulated stock exchange which the Cyprus Stock Exchange is.
The minimum amount of the bonds that can be listed on any eurozone stock exchange, including Cyprus is EUR 200.000 per listing.
The Bond Registry is maintained by the CSE in electronic format.
A Trustee will need to be appointed with a Trust agreement in place in order to protect the rights and act in the best interests of bond holders.
Once the bonds are listed, the CSE will provide the ISIN code allowing the bonds to be accessible by all professional investors using their Bloomberg or Reuters terminals.
The whole listing process takes 2 weeks to complete and the fees are very reasonable.
Companies interested to list their bonds on the ECM need to maintain a CSE approved Nominated Advisor (Nomad) to handle the listing procedures. Eurivex is an approved and experienced Nomad.
Eurivex can also handle the documentation for buying and selling of the bonds to be transacted on the CSE, which means the promoter or the company can find the buyers and sellers for its bonds and then leave the paperwork to Eurivex to complete.
Eurivex offers complete package for bond listings including finding all the professionals to make your bond issue a success.
Procedures to list the bonds
A legal entity, based in any jurisdiction is eligible to issue and then list its bonds on the ECM.
Such a legal entity will need to provide the following documents:
- Original or Apostile Certificate of Incorporation
- Original or Apostile Share Capital certificate
- Original or Apostile list of Shareholders
- Original or Apostile list of Directors
- Original or Apostile Registered Address
Companies should also provide a copy of their latest utility bill as proof of address.
2 year history or 3 year business plan
Existing companies may list their bonds based on their prior 2 year history, providing audited accounts based on according to International Accounting Standards. For newly setup companies, they may list the bonds based on forward looking business plan with financial projections for next 3 years with reasonable justification. cpr certification
Major shareholders of private or public companies will have to provide their identity details (copy of passport or Identity card in case of EU nationals) as well as most recent utility bill copy as proof of address.
When shareholders are legal entities, full corporate documents as above are required.
All information provided will be open for public scrutiny. The CSE however allows the appointment of nominee shareholders and directors.
Board of Directors
The CV, educational and business background of all directors in addition to their basic identification and proof of address documents will need to be provided to the CSE. The information is open for public scrutiny.
Every listed company on the ECM needs to appoint an approved by the Cyprus Stock Exchange Nominated Advisor (Nomad) which will be responsible for the company’s listing.
The company also needs to have a Trustee, registered office, legal advisor, auditor, and reveal the banks where it has a relationship.
Private placement of bonds
The Issuer can issue its bonds privately through a private placement and then list the bonds on the ECM of the CSE provided the minimum listing size is EUR 200.000, which is the minimum set for all eurozone stock exchanges.
The Issuer can complete the procedures for a bond listing for larger amounts and thereafter list the bonds in increments of EUR 200.000.
If the company wishes to hold an Initial Public Offering (IPO) after its application is approved, then it may do so but up to EUR 2.4 mln under simplified procedures.
If the amount of the IPO is above EUR 2.4 mln, then the company needs to prepare a prospectus and submit it to the Cyprus Securities & Exchange Commission for approval before it can proceed.
Otherwise, if the IPO is below EUR 2.4 mln, it will do so under simplified listing procedures and by submitting its Admission Document only.
A trustee will need to be appointed and a Trust agreement signed between the Issuer and the Trustee.
The Trustee can be a lawyer or Trust Company based anywhere with the Trust agreement allowed to apply to any jurisdiction.
The Admission Document is prepared by the approved Nomad in cooperation with the client and includes details about the following:
- Company history
- List of major shareholders
- List of directors
- List of officers
- Terms of the bond issue
- 2-year prior history for existing companies or
- 3-year forward looking financial projections for new companies
- Reason why company is seeking a listing of its bonds on ECM
- Future plans, including business plan with details about use of funds
- Risk analysis and risk warnings.
Requirements for a successful listing
The role of the Nomad is critical to the listing process as it is for the Nomad to determine the company’s suitability for an ECM admission.
The Nomad is responsible for the company’s compliance with the ECM Rules for Companies on and following admission. The ECM Rules are published by the Cyprus Stock Exchange and set out the rules and responsibilities that an ECM company must comply with.
All companies that have listed securities on the ECM are required to comply with a number of ongoing obligations. The Nomad will guide the company on its ongoing compliance with the ECM Rules. The key considerations to bear in mind are:
- Company needs to prepare and submit its Audited accounts within 4 months after financial year-end
- Company needs to submit its first half management accounts (not audited) 2 months after end of first half
- All Corporate action including notification for holing AGM/EGM, the results of the AGM/EGM, bonus share issues, mergers and acquisitions, changes in Directors, major shareholder transactions and announcements that will have a major impact on the bond price will need to be notified to the CSE
- Company needs to pay its dues and obligations to CSE, its Nomad and other Cyprus professionals on time and without delay.