Executive Summary

The CISEA Listing Rules contain provisions setting out the continuing obligations which the issuer is required to observe as a consequence of listing of debt securities on the Official List of the Channel Islands Securities Exchange Authority Limited (the "CISEA"). The continuing obligations are intended to ensure that all market users have access to the same information and to maintain an orderly market in the listed securities. These obligations include certain notification and disclosure requirements concerning both the issuer and the debt securities.

In summary, key information, such as, in the case of the issuer, the publication of accounts and changes in the status of, and rights attaching to, the debt securities of the issuer should be provided to Walkers Capital Markets Limited ("WCML") whose details are set out below. WCML will then notify the CISEA and, if WCML the information is sufficiently material, make an announcement on the issuer's behalf (liaising with the issuer as to the form, content and timing of such announcement) through the CISEA Market Data Management System (the CISEA's equivalent to RNS).

WCML must be kept appraised of the operations of the issuer so that we may best advise at all times on any appropriate course of action to be taken by an issuer to demonstrate compliance with the continuing obligations requirements.

Further details of the continuing obligations are set out below.

Disclosure of Information

The Obligation

The rules of the CISEA require that the issuer keep the public, the CISEA and the Noteholders 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:

  1. is necessary to enable the Noteholders and the public to appraise the position of the issuer;
  2. is necessary to avoid the establishment of a false market in the debt securities; and
  3. might reasonably be expected materially to affect market activity in and the price of the debt securities.

What information should be disclosed?

Such information will include:

  1. the issuer's annual accounts;
  2. any change in the rights, powers or privileges of the debt securities, including any change in their rate of interest or maturity date etc;
  3. any decision to purchase, redeem or cancel any of the debt securities. The information must also state the amount of the debt securities to be purchased, redeemed or cancelled and the amount of debt securities to be outstanding after the transaction or series of transactions is completed;
  4. any proposed changes in the constitution or capital structure of the issuer; and
  5. any appointment of a new director or a resignation or removal of a director.

We would suggest that any filings made with the UK Companies House be copied to WCML who can consider if a CISEA notification needs to be made.

Directors' Declarations

Within fourteen days after the appointment of a new and alternate director, each new and alternate director must sign and lodge with the CISEA a Director's Declaration in the form set out in Appendix V of the Listing Rules together with the ten year history of employment and list of all current directorships. The new and alternate directors are requested to complete "Change of Directors" checklist available on the CISEA's website.

If there has been any material change to any questions answered on the original Director's Declaration submitted to the CISEA previously the CISEA should be notified and the notification should be accompanied with a completed Appendix V (a) of the CISEA Listing Rules.

Any changes to the directorships of director or alternate director should be submitted annually in the form of submission of Appendix V (a) to the CISEA.

CDD Requirements: A certified copy of the utility bill (no older than three months) plus a certified copy of the passport or ID will also be required to be submitted.

What other documents should be submitted?

In terms of other documents which must be submitted to the CISEA for information purposes, the issuer must send to the CISEA, as soon as practicable after they are issued by the issuer (or on its behalf):

  1. A copy of:
    1. all board resolutions of the issuer passed other than in the ordinary course of business.  (For example, it would also include resolutions concerning changes to the board of directors);
    2. any document relation to takeover of, merger by or offer to purchase the issuer;
    3. all notices of meetings of the Noteholders; and
    4. forms of proxy, if any, in relation to any meetings of the Noteholders.
  2. A copy of any document sent by the issuer (or on its behalf) to the Noteholders as soon as practicable after such documents are issued.

How is this achieved?

WCML will assist with this process by notifying the CISEA about such information and then, if they consider it appropriate, by submitting an announcement to the market on the issuer's behalf through the CISEA Market News section of the CISEA website. Therefore such information should be forwarded to: Eva Holt (eva.holt@walkersglobal.com or +44 (0) 1534 700886) and Nigel Weston (nigel.weston@walkersglobal.com or +44 (0) 1534 700788) and our designated email: CISEAAnnouncements@walkersglobal.com.

Announcements publication

Any announcements can be published through MDMS by WCML.

Any announcements should be sent to our designated email: CISEAAnnouncements@walkersglobal.com.

Open communication

WCML operates an open-door policy and is happy to answer any query, however big or small, to ensure that an issuer best complies with its obligations to the CISEA.