Continuing Obligations for SPVs and issuers of Specialist
Debt Securities and Eurobonds
This memorandum has been prepared to inform directors of Companies of their obligations following the listing of
special purpose vehicles, specialist debt securities and eurobonds on the Channel Islands Securities Exchange
Authority Limited (the "CISEA") pursuant to chapter 8 of the CISEA Listing Rules (the "Listing Rules") in order to assist
the directors in satisfying themselves that they are complying with all relevant requirements.
It is recognised that this guide will not completely answer detailed questions which clients and their advisers may
have. It is intended to provide a brief overview of the subject matter covered. This memorandum is therefore designed
as a starting point for a more detailed and comprehensive discussion of the issues. Particular circumstances or
transactions will require specific legal advice given on the relevant facts at the relevant time.
The Listing Rules contain provisions setting out the continuing obligations which an issuer is required to observe once
any of its listed securities have been admitted to listing. The Listing Rules also contain provisions regarding
accountants' reports and other financial information.
Once a listing has occurred an issuer, assisted by its sponsor, must comply with the continuing obligations specified in
the Listing Rules. The continuing obligations are intended to ensure that all market users have simultaneous access to
the same information and to maintain an orderly market in the listed securities.
Walkers Capital Markets Limited ("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. All final announcements, circulars and reports filed by WCML on behalf of
the issuer will be released through the Market Data Management System of the CISEA.
A summary of the continuing obligations is set out below.
Listing Undertaking (Listing Rule 8.6.1)
An issuer must execute a Listing Undertaking agreeing to comply with the Listing Rules and with all relevant
continuing obligations. Observance of the continuing obligations is essential to the maintenance of an orderly market
in debt securities and to ensure that all users of the market have simultaneous access to the same information. Failure
of an issuer to comply with applicable continuing obligations may result in the CISEA taking enforcement action
described in chapter 3 of the CISEA Listing Rules.Page 2
Accounts (Listing Rule 8.6.2)
As soon as practicable following the publication of the annual report, relevant annual accounts or unaudited financial
statements (if the issuer is exempted under the law of the country of incorporation from preparing audited accounts),
the issuer shall send one copy of such annual report to the CISEA or publish it on the exchange's website or refer the
CISEA to publicly available information placed on the internet.
General obligation of disclosure (Listing Rule 8.6.3)
The issuer must keep the public, the CISEA, the holders of the securities of the issuer and other holders of its listed
securities 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 them and the public to appraise the position of the issuer;
2. is necessary to avoid the establishment of a false market in its securities; and
3. might reasonably be expected materially to affect market activity in and the price of its securities.
Duty of notification to exchange (Listing Rule 18.104.22.168)
Information that is required to be disseminated pursuant to Listing Rule 22.214.171.124 or otherwise under the Listing Rules
must not be given to a third party before it is notified to the CISEA except as permitted by this Listing Rule. An
issuer may give information in strict confidence to its advisers, an agent employed to release the information, and to
persons with whom it is negotiating with a view to effecting a transaction or raising finance, including prospective
underwriters of an issue of securities, providers of finance or loans, or the placees of the balance of a rights issue not
taken up by shareholders. In such cases, the issuer must advise the recipients of such information that it is
confidential and that they should not deal in the issuer's securities before the information has been made available to
the public. An issuer shall notify information to the CISEA by the method laid down by the CISEA from time to time.
Notification where securities are listed on other exchanges (Listing Rule 126.96.36.199)
An issuer whose securities are listed on the CISEA and on any other exchange must ensure that equivalent information
is made available at the same time to the CISEA and such other exchange.
Change of rights attaching to securities and alterations to capital structure (Listing Rule 188.8.131.52)
The issuer shall immediately disclose to the CISEA:
1. any change in the rights, powers or privileges of any class of listed debt securities, including any change in
their rate of interest, and any change in any of the rights, powers or privileges of any class of securities into
which the listed debt securities are convertible or for which they are exchangeable;
2. any decision to call, purchase, redeem or cancel any of the listed debt securities by the issuer. The
information must also state the amount of the debt securities to be called, purchased, redeemed or
cancelled and the amount of debt securities to be outstanding after the transaction or series of transactions
is completed. Such transactions in listed debt securities may be aggregated so that no report need be made
until five per cent of the outstanding amount has been subject to such transactions (or a decision made to
enter into such transactions for five per cent or more of the outstanding amount of listed debt securities),
but once that threshold has been crossed, each additional one per cent of the amount of outstanding debt
securities must be reported;
3. any proposed changes in the constitution or capital structure of the issuer;
4. any appointment of a new director or a resignation or removal of a director.Page 3
Appointment or removal of director (LR 184.108.40.206 (d))
The issuer shall immediately disclose to the CISEA any appointment of a new director or a resignation or removal of
An issuer must notify the CISEA without delay when:
1. a new director is appointed; and
2. a director resigns or is removed.
As soon as practicable after the appointment of a new director, but in any case within fourteen days the latest after
the appointment, each new 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 10 year history of employment and schedule of current
The new and alternate directors are required to submit a completed "Change of Directors" checklist, available on the
The Listings Compliance department should be notified within fourteen days of any material changes to the questions
answered on the original Directors' Declaration form submitted. Completed Appendix V (a) of the Listing Rules
should accompany this notification.
Additionally the certified copy of the utility bill (no older than three months) plus certified copy of the passport/or ID
will also be required and to be submitted to the CISEA.
NOTE: In terms of certification, copies of documentation must be certified by a lawyer, accountant, director or officer
of a regulated financial services provider, police officer, embassy or consular official or notary public. The certifier
must confirm that they have viewed the original documentation and that the photocopy is a true copy of the original.
The words "certified true copy" must be included and the document must be signed and dated, and include details of
the certifiers capacity (eg lawyer), registration number and stamp (if applicable).
The same information and documentation needs to be submitted for any alternate director.
Conversion of securities (Listing Rule 220.127.116.11)
If listed debt securities may be converted into, or exchanged for securities of another company, or are guaranteed by
another company, the issuer must ensure that adequate information is at all times available to the CISEA and the
holders of the listed debt securities:
1. concerning the business and affairs of the other company; and
2. concerning the rights, powers and privileges of the securities into which the listed securities are convertible
or for which they are exchangeable.
As a minimum the information provided to satisfy subsection (a) of this Listing Rule must include the annual report
and accounts of the company, any interim financial statements, and all other information that may be required for a
realistic valuation of the listed debt securities on the CISEA, including suspensions and cancellations of listings.Page 4
Draft Announcements – Suspensions and Cancellations (Listing Rule 18.104.22.168)
In addition to the specific requirements set out in the Listing Rules, the issuer must submit to the CISEA, for review,
copies of drafts before they are issued of any announcements or advertisements the subject matter of which involves
a change in or relates to or affects arrangements regarding trading in the listed debt securities on the CISEA, including
suspensions or cancellations of listings.
Miscellaneous obligations (Listing Rule 22.214.171.124)
The issuer must send to the CISEA, as soon as practicable after they are issued by the issuer (or on its behalf), one
copy of the following:
1. all resolutions of the issuer, in respect of the listed issue, passed other than in the ordinary course of
2. any document relating to the take-over of, merger by or offer to purchase the issuer;
3. all notices of meetings in relation to the listed issue;
4. forms of proxy in relation to the listed issue;
6. announcements; and
7. any other similar documents.
Listing Rule 126.96.36.199
The issuer must submit one copy to the CISEA of any document sent by the issuer (or on its behalf) to holders of the
issuer's listed issue as soon as practicable after such document is issued.
Any announcements can be published through MDMS by WCML.
Any announcements should be sent to our designated email: CISEAAnnouncements@walkersglobal.com.
Please note that the CISEA also issued guidance notes on continuing obligations which can be obtained on the
CISEA's website (www.CISEA.com).
Listing Agent Services
WCML is a Category 1, 2 and 3 sponsor of the CISEA, which means that we are able to act as a sponsor for all listing
purposes, enabling all clients to achieve their goals. We are experienced in the provision of high quality and cost
effective professional legal and listing services.
Our team possesses a thorough working knowledge of listing requirements and provides an efficient, high quality
listing service. When you choose Walkers, you receive the focused attention of senior, experienced professionals
with a strong track record of liaising with the CISEA, managing the listing process and meeting client expectations of
quality and timeliness. Page 5
In our capacity as listing sponsor, WCML liaises with the CISEA on an issuer's behalf in relation to its continuing
Our continuing obligations role includes:
1. Advice on application of the CISEA's continuing obligations requirements.
2. Drafting announcements for the issuer's review and approval.
3. Liaising with the CISEA, when necessary, where announcements or circulars must be pre-approved prior to
release to shareholders.
4. Reviewing interim reports and annual reports and accounts.
5. Ensuring filing deadlines for announcements, circulars and financial reports are met.
6. Advising and resolving apparent breaches of listing rules when raised by CISEA.
7. All announcements, circulars and reports filed by WCML on behalf of an issuer will be released through the
Market Data Management System of the CISEA.
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. In this regard we recommend that, upon listing, an issuer establishes
key contacts within its administrator, legal advisers or directors who will be responsible for liaising with WCML on an
on-going basis. We then strike a strong working relationship with the issuer's contacts to develop excellent
Walkers is internationally recognised as having a leading structured products and capital market practice. From our
offices in the British Virgin Islands, the Cayman Islands, Dubai, Dublin, Hong Kong, Jersey, London and Singapore,
Walkers provides clients with advice in relation to British Virgin Islands, Cayman Islands, Irish and Jersey law.
Updated: December 2014
For further information please refer to your usual contact or:
Jersey - Eva Holt, Head of Listings (Channel Islands) | firstname.lastname@example.org | +44 (0) 1534 700 886
Jersey - Nigel Weston, Partner | email@example.com | +44 (0)1534 700 788
The information contained in this memorandum is necessarily brief and general in nature and does not constitute
legal or taxation advice. Appropriate legal or other professional advice should be sought for any specific matter.