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Listing

Requirements

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)?

There are three equity capital markets in Ireland:

  • the Main Securities Market (MSM);
  • the Enterprise Securities Market (ESM); and
  • the Atlantic Securities Market (ASM).

The eligibility and disclosure requirements for a primary listing of equity securities depends on where the securities are to be listed.

MSM          

If the primary listing of equity securities is to be on the MSM, a prospectus must be prepared and approved by the Central Bank of Ireland (or the competent authority in the issuer’s home member state if the prospectus is being passported into Ireland). An application for admission to trading must also be made to Euronext Dublin.

The expected aggregate value of all securities to be listed must be at least €1 million, excluding treasury shares.

At least 25% of shares must comprise the free float (ie, they must be in public hands). Shares are not considered ‘free float’ if they are held by 5% shareholders or other shareholders with rights to nominate directors, employee share schemes or directors and connected persons.

Applicants to the MSM must have published or filed financial information to cover the last three years, which must include a balance sheet (that was prepared no more than nine months before the date of admission) and consolidated financial statements for its group. Such information must be audited in accordance with acceptable EU standards.

The issuer must also confirm that the working capital available to the group is sufficient for at least the next 12 months from the date of the prospectus.

ESM

If the primary listing of equity securities is on the ESM, an admission document must be prepared. This document is similar to a prospectus but does not require approval by the Central Bank of Ireland. The expected aggregate value of all listed securities must be at least €5 million.

There is no minimum free float requirement for the ESM.

A working capital statement is required from the applicant, covering the period of 12 months from admission.

ASM

If the primary listing of equity securities is to be on the Atlantic Securities Market, the applicant must be listed on the New York Stock Exchange or NASDAQ. A company can avail of a fast-track admission process if it has been listed on the New York Stock Exchange or NASDAQ for 18 months or more.

The expected aggregate value of all securities to be listed must be at least €100 million.

Applicants to the ASM must have published or filed financial information covering the last three years and a working capital statement covering the period of 12 months from admission.

At least 15% of shares must be free float (ie, they must be in public hands). As with the MSM, shares are not considered ‘free float’ if they are held by 5% shareholders or other shareholders with rights to nominate directors, employee share schemes or directors and connected persons.

Exemptions

Are there any exemptions from the listing requirements?

The MSM has the following exemptions:

  • Where there is insufficient free float, Euronext Dublin can allow for a listing where it is satisfied that the market can still properly function;
  • Euronext Dublin can admit securities where the expected aggregate value is lower than the required figure, if there will be an adequate market for the securities concerned; and
  • A prospectus is not required in the limited circumstances set out in the EU Prospectus Directive (2003/71/EC). However, this will be repealed and superseded with effect from 21 July 2019.

Procedure and timeframe

What is the procedure and typical timeframe for listing?

For the primary listing of equity securities on the MSM, the listing process usually takes approximately six months. The procedure typically involves:

  • due diligence by lawyers and accountants;
  • preparation of the company and its directors for transition to listed company status;
  • drafting, submission and approval of the prospectus;
  • satisfying the listing requirements of Euronext Dublin;
  • marketing of the shares by the company and its sponsor/broker;
  • completion of the issue;
  • receipt of moneys; and
  • commencement of trading in shares.

A sponsor is required for a listing on the MSM.

For the admission of equity securities on the ESM, the admission process can also take up to six months. The procedure typically involves:

  • due diligence by lawyers and accountants;
  • preparation of documents for the admission and marketing of shares;
  • completion of the issue;
  • receipt of moneys; and
  • commencement of trading in shares.

A fast-track process is available for companies that have securities traded on one of multiple designated markets (eg, the UKLA Official List, AIM, Deutsche Borse, NASDAQ or the New York Stock Exchange). The fast-track process dispenses with the requirement to publish an admission document and can be completed in a couple of months.

The timeframe for admission on the ASM depends on whether the company can avail of the fast-track admission process. The admission process involves:

  • appointing an ASM adviser;
  • satisfying the conditions for admission;
  • announcing the intention to float; and
  • submitting the ASM admission documents.

No companies have availed of this process yet, so it is not possible to comment definitively on the timeframe for admission.

Fees

What fees apply for an application to list equity securities?

Fees vary depending on the market on which the securities are to be listed. Fees are payable both to the regulator, the Central Bank of Ireland and Euronext Dublin. A detailed breakdown of the current fees payable can be found on the Euronext website.

Listing versus admission to trading

Is there a distinction between listing and admission to trading in your jurisdiction?

There is a distinction between admission to listing (ie, on a list such as the Official List of Euronext Dublin) and admission to trading (ie, on a market such as the MSM). However, in practice both admission to listing and admission to trading are carried out and suspended or cancelled simultaneously, so no practical distinction can be made.

Secondary listing

Are there any differences in the rules, restrictions and procedures for secondary listings of equity securities?

Where a company has a primary listing on a securities market in a jurisdiction outside Ireland it may seek a secondary listing in Ireland, which requires only that the company comply with minimum standards specified in the applicable EU measures.

Euronext Dublin regulates applications for both admission to listing as a secondary listing on the Official List and admission to trading on the MSM. There is no secondary listing option for the ESM or ASM.

Foreign issuers

Are there any differences in the listing rules and procedures for foreign issuers?

Euronext Dublin will not admit to the MSM the shares of a company incorporated in a non-EEA state that are not listed in the country of incorporation or the country where the majority of its shares are held, unless Euronext Dublin is satisfied that the absence of the listing is not due to the need to protect investors.

There are no other significant differences for a foreign issuer seeking a listing on an Irish equity market, other than requirements applicable to the presentation of accounting information by non-EEA issuers on the ESM according to International Accounting Standards or local generally accepted accounting principles. US, Canadian, Australian and Japanese generally accepted accounting principles are accepted.

Delisting

Under what circumstances can a company be delisted? What rules and procedures apply?

Euronext Dublin can cancel a listing if special circumstances preclude the normal regular dealings in securities. Special circumstances would usually include a suspension of six months or more. A listing will also generally be cancelled where:

  • the securities are no longer admitted to trading;
  • the issuer no longer satisfies its continuing obligations; or
  • the listed company completes a reverse takeover.

An issuer that wishes to cancel its primary listing on the MSM must obtain 75% shareholder approval. Cancellation of a secondary listing also requires compliance with these requirements if the listing was converted from primary to secondary in the last two years. These obligations do not apply where the issuer's shares will continue to be listed on a regulated market in another EEA state.