The Central Bank of Ireland (CBI) has followed in the footsteps of the UK Listing Authority (UKLA) and now requires issuers with securities listed or admitted to trading in Ireland to deliver sanctions confirmations in advance of any submissions to the CBI.
Similar to the UKLA’s approach, the CBI requires a sanctions confirmation to be delivered by issuers and guarantors whenever any new prospectus submission is made to it, including supplements and final terms.
There is however a notable difference in approach between the UKLA and CBI in terms of the actual sanctions confirmation required. The UKLA requires issuers and guarantors to confirm that they do not fall within Article 5(b) or (c) of EU Regulation 833/2014, as well as an undertaking to let the UKLA know as soon as practicable if the issuer’s or guarantor’s circumstances change. In contrast, the CBI requires issuers to confirm that they are not designated in any financial sanctions legislation imposed by the European Union as set out under a comprehensive list of entities and persons (available at http://eeas.europa.eu/cfsp/sanctions/consol-list/index_en.htm), which is a far more extensive list than the list of Regulation 833/2014 Annex III entities.
These differing approaches may lead to practical difficulties for issuers with prospectuses approved in Ireland that will be passported into the UK, as it is still unclear whether the UKLA will accept the CBI form of sanctions confirmation for the purposes of passporting. The same concern also applies to prospectuses approved by the UKLA and passported in to Ireland, as it seems unlikely that the CBI will accept the UKLA form of sanctions confirmation in respect of passported prospectuses.
There are currently no indications that other EU competent authorities propose to follow in the footsteps of the UKLA and CBI, so it remains to be seen whether these recent developments will prompt issuers to consider moving their listings away from Ireland or the UK.