What eligibility and disclosure requirements apply for primary listing of equity securities on recognised exchanges in your jurisdiction (eg, aggregate share value, free float requirements, trading record, working capital)?
A registration statement issued by the National Banking and Securities Commission (CNBV) is required for parties offering securities in Mexico. The securities must also be registered with the National Registry of Securities, along with any other relevant information, such as the prospectus and legal opinions, financial statements and stock certificates.
There are some requirements for primary listings, specifically regarding the minimum shares that public companies must offer to the public:
- Sociedades Anónimas Bursátiles (ie, SABs) must offer at least 15% of the capital shares; and
- Sociedades Anónimas Promotoras de Inversión Bursátil (ie, SAPIBs) must offer at least 12% of the capital shares.
There is no minimum trading record, although SABs must report profits of the previous three financial years and SAPIBs must report profits of the previous two financial years.
Working capital requirements are 20 million unidades de inversión (UDIs) for SABs and 15 million UDIs for SAPIBs.
Are there any exemptions from the listing requirements?
Generally speaking, there are no exemptions from listing requirements. However, the Mexican Stock Exchange is empowered to approve exceptions regarding working capital requirements, as well as other information requirements, when it holds the opinion that the issuer is a company with growth potential.
Procedure and timeframe
What is the procedure and typical timeframe for listing?
According to the internal regulations of the Mexican Stock Exchange, the company that intends to list securities or equity must file a listing request with the exchange, including all documents and satisfying all requirements necessary for the type of security to be listed.
The Mexican Stock Exchange will evaluate the documentation provided and will carry out legal and technical studies regarding the origin of the securities. After performing the studies, the Mexican Stock Exchange will issue a favourable or unfavourable opinion.
Where the listing company requests it, the Mexican Stock Exchange will inform public investors of the denomination of the company, the type of securities and type of offer. This information will be published on a date chosen by the company.
After being notified of a favourable opinion, the company must execute the placement of the values subject to the listing. The Mexican Stock Exchange will publish the prospectus and any other documents or information relevant to the listing process.
What fees apply for an application to list equity securities?
The Mexican Stock Exchange charges the following fees:
- a 3,200 UDI fee applicable for the study and listing process;
- a listing fee charged over 0.0084% of the income equity account; and
- a maintenance fee charged over 0.0060% of the income equity account.
Fees from other necessary participants vary depending on the circumstances of each case.
Listing versus admission to trading
Is there a distinction between listing and admission to trading in your jurisdiction?
In order to list securities, the issuer must comply with all legal and listing requirements. Trading is separately regulated and implies complying with different requirements.
Are there any differences in the rules, restrictions and procedures for secondary listings of equity securities?
At present, since there is only one exchange operating in Mexico, there are no secondary listings.
Are there any differences in the listing rules and procedures for foreign issuers?
In addition to the listing rules for all issuers, foreign issuers that request the registration of securities for their listing must evidence before the CNBV that they have corporate rights of minorities that are equivalent to, or higher than, those required for SABs.
Under what circumstances can a company be delisted? What rules and procedures apply?
A company can be delisted by filing a request before the Mexican Stock Exchange, as well as in the following circumstances:
- total emission amortisation;
- dissolution or liquidation of the issuer;
- judicial declaration of bankruptcy of the issuer;
- cancellation of the registration in the registry;
- merger of two or more issuers; or
- breach of the Securities Market Law.
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