The key advantages to listing on the Channel Islands Stock Exchange, LBG (the "CISX") are:
- a highly responsive and streamlined listing process;
- the CISX is a non EU exchange and accordingly EU directives including the EU Prospectus Directive (Directive 2003/71/EC) as of December 2003 (the "Prospectus Directive") do not apply;
- a pragmatic approach to disclosure requirements while maintaining international standards of issuer regulation;
- extensive recognitions from both UK and international authorities and organisations including "recognised stock exchange" status from the HM Revenue & Customs making qualifying debt securities eligible for the quoted eurobond exemption;
- competitive pricing; and
- location in the European time zone.
The CISX commenced operations in October 1998 and following a period of rapid growth has approved in excess of 3,000 securities for listing. The CISX is licensed to operate as an investment exchange under The Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended, is regulated by the Guernsey Financial Services Commission, and is a member of the International Organisation of Securities Commissions ("IOSCO").
The growth in listing has largely been driven by the withholding tax advantages obtained by listing debt on a "recognised stock exchange" to take advantage of the quoted eurobond exemption and has been particularly attractive to UK and Irish corporates and the private equity industry. In addition, the implementation of the Prospectus Directive and the EU Market Abuse Directive (Directive 2003/6/EC) as of July 2005 have led to an increase in listings in the CISX to take advantage of its less prescriptive listing regime.
International recognition of the CISX
- In July 2000, the CISX was officially recognised by the Australian Stock Exchange.
- In September 2002, the US Securities & Exchange Commission designated the CISX as a "Designated Offshore Securities Market" within the meaning of Rule 902(b) under Regulation S of the Securities Act of 1933.
- On 10 December 2002, the UK Inland Revenue (now "HM Revenue & Customs") designated the CISX as a "Recognised Stock Exchange" under Section 841 of the Income and Corporation Taxes Act 1988.
- In October 2003, the CISX was approved as an Affiliate Member of IOSCO.
- With effect from 1 February 2004, the UK Financial Services Authority approved the CISX as a "Designated Investment Exchange" within the meaning of the Financial Services and Markets Act 2000.
- In August 2005, the CISX became an Associate Member of the International Capital Market Services Association.
- The CISX is registered with the World Federation of Exchanges as a "corresponding market".
- The CISX is a member of the European Securitisation Forum.
Specialist debt securities
The CISX lists large numbers of debt securities issued by a wide range of corporations and special purpose vehicles which can be private as well as public company issuers. The CISX operates a special fast track listing procedure to address the time pressures under which issuers and their advisers in the international debt markets operate. Typically, listing documents can be reviewed by the CISX within 2 business days of receipt. On offer is a personalised service with a professional team which is always available for consultation. In addition to the personalised approach, the CISX's listing fees are very competitive. For example, on the CISX, the listing fee for eurobonds or asset-backed securities is £3,300 plus £500 per tranche to be listed. An additional one-off fee of £125 is also charged for the formal notice but, unlike some other stock exchanges, the CISX does not charge an ongoing annual fee for debt listings.
Due to the designation by the HM Revenue & Customs of the CISX as a recognised stock exchange under Section 841 of the UK Income and Corporation Taxes Act 1988, qualifying debt securities are eligible for the quoted eurobond exemption. This designation has been unaffected by legislation introduced by the Finance Bill 2007 and continues to allow a UK issuer to make payments of interest on the CISX listed notes without withholding for UK tax. Equivalent exemptions are available for issuers in a number of other jurisdictions such as Ireland. In addition, the CISX is flexible in its accounting requirements and will not require the adoption of international accounting standards ("IAS") or international financial reporting standards ("IFRS"), provided that an appropriate accounting standard is used. The CISX is also flexible in its requirements for a paying agent. Unlike other stock exchanges, the CISX does not insist on the appointment of a local paying agent and, in fact, many listings are achieved without any paying agent being appointed. It is also possible to obtain a dispensation from the requirement that the securities are cleared through the clearing systems which can lead to further cost savings.
- Bedell Channel Islands Limited ("BCI") can provide any appropriate structuring and disclosure advice and, if necessary, pre-clear any contentious issues with the CISX.
- Distribution of listing particulars to BCI for comment. If necessary, we can provide a form of disclosure wrapper which, together with the loan note instrument or other constituting document, will comprise the listing particulars.
- Submission of compliance mark-up of listing particulars and suite of listing application documentation by BCI to the CISX.
- The CISX typically provide comments within 2 business days.
- Finalisation of listing particulars and supporting listing application documentation and re-submission to CISX by close of business on the day prior to the date on which the listing is required. Listing can occur with signed copy documentation in pdf format and so, typically, there is no need for a power of attorney from the issuer.
- CISX listing committee meet to approve listing.
The CISX adopts a pragmatic and commercial approach to disclosure which focuses on issues material to an investor without the requirement for lengthy disclosure which may be required for other stock exchanges operating under the Prospectus Directive. The principal disclosure items for specialist debt securities to be listed under Chapter VIII of the listing rules of the CISX (the "Listing Rules") (this would include debt issued by SPVs and also debt issued by holding companies without any operating activities) are set out in Appendix IX Part D of the Listing Rules. Where the securities to be listed are asset-backed (typically, where they are backed by a pool of assets rather than just benefiting from security over a single loan or note), it will also be necessary to comply with the disclosure items set out in Appendix IX Part E of the Listing Rules. It is possible to obtain specific derogations from certain of the disclosure items and BCI can provide further advice in this regard.
Continuing obligations and announcements
As for all stock exchanges, once the debt securities are listed, there is an obligation on the issuer to keep the public, the exchange and the holders of the listed securities informed of material information relating to the issuer or the securities. The continuing obligation requirements are set out in Rule 8.5 of the Listing Rules.