CISEA - Listing Funds under Chapter 7 of the Listing Rules
and Continuing Obligations
This guide contains a summary of the main requirements for the admission of equity and debt securities of
investment funds to a primary listing on the Channel Islands Securities Exchange Authority Limited (the "CISEA") and
also inform the directors of the Company of their obligations pursuant to chapter 7 of the CISEA listing rules in order
that the directors may satisfy themselves that they are complying with all the 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 sketch of the subject matter covered. This guide is therefore designed as a
starting point for a more detailed and comprehensive discussion of the issues. Particular circumstances or
transactions should be the subject of specific legal advice given on the relevant facts at the relevant time.
Client Guides on continuing obligations for funds listing debt and specialist debt securities have been prepared by
Walkers and are also available on request.
Why use the CISEA?
The CISEA offers the advantages set out below:
1. competitive pricing (initial listing fee of for open-ended funds of £6,000 (plus £250 per sub-fund), with an
annual fee of £1,500 (plus £250 per sub-fund) and for closed-ended funds £5,000 (plus £250 per class), with
an annual fee of £2,000 (plus £250 per class));
2. sponsor's fees which are significantly less than other major exchanges;
3. no requirement to appoint a Nominated Adviser ("Nomad") (although an issuer must appoint a sponsor);
4. international standards of issuer regulation;
5. a pragmatic approach to disclosure requirements;
6. market makers can be appointed; and
7. as the CISEA operates outside the EU, and no EU Directives apply, the regulatory burden is less than onerous
than listing on other major exchanges.Page 2
Recognition of the exchange
The CISEA has attracted the following international recognition:
1. The CISEA is licensed to operate as an investment exchange under The Protection of Investors (Bailiwick of
Guernsey) Law, 1987, as amended, and is regulated by the Guernsey Financial Services Commission (the
"GFSC"), a member of IOSCO, the International Organisation of Securities Commissions.
2. In December 2013, the UK Inland Revenue (now "HM Revenue & Customs") designated the CISEA as a
Recognised Stock Exchange under section 841 of the Income and Corporation Taxes Act, 1988 (the "ICTA").
Consequently, qualifying debt securities listed on the CISEA are now eligible for the Quoted Eurobond
Exemption. This allows an issuer liable to pay UK tax to make payments of interest on the listed securities
gross without deduction for tax. In the UK, there are also capital gains and inheritance tax benefits to
investing in shares listed on a recognised stock exchange such as the CISEA. In designating the CISEA as a
recognised stock exchange under section 841 of ICTA it was necessary for the UK Inland Revenue to
(a) the CISEA is a stock exchange undertaking the normal business of a stock exchange regulated as an
investment exchange in a major economy or in a significant financial centre; and
(b) the Channel Islands have proper and effective arrangements for financial regulation which meet
internationally accepted modern standards in this area.
3. In December 2013, the CISEA was approved as an Affiliate Member of the International Organisation of
Securities Commissions ("IOSCO").
4. In December 2013, the CISEA became an Associate Member of the International Capital Market Services
5. In December 2013, the CISEA was officially recognised by the Australian Stock Exchange.
Appointment of sponsor
Every issuer must appoint a CISEA approved listing sponsor to assist in the listing process. The sponsor will be
responsible for all communications and dealings with the CISEA. This will include seeking approval of the CISEA for
the Listing Document (and any derogations from disclosure requirements) and for the preparation and filing with the
CISEA of the listing application and other supporting documentation.
General principles for listing on the CISEA
The CISEA Listing Rules ("Listing Rules") are designed to ensure that investors have and maintain confidence in the
1. The securities for which application is made must be suitable for listing.
2. The issue and marketing of the equity securities must be conducted in a fair and orderly manner.
3. Investors must be given sufficient information to enable them to make an informed assessment of the issuer
and the securities.Page 3
4. After listing, there must be sufficient disclosure of information to investors to ensure that they are kept fully
informed of all factors which might affect their interests and in particular that immediate disclosure is made
of any information which might reasonably be expected to have a material effect on market activity and
prices of the listed securities.
5. All holders of listed securities must be treated fairly and equally.
6. Directors of an issuer must act in the interests of shareholders as a whole.
7. Holders of securities must be given adequate opportunity to consider in advance and vote upon major
changes in the issuer's business operations and matters of importance concerning the issuer's management
Each issuer must appoint at least one market maker in order to make a market and establish a price for the security
Trading in the shares of Channel Islands companies may be settled via CREST.
Special requirements for listing of equity securities
The following special requirements apply to listing equity securities on the CISEA issued by a trading company:
Listing Rule 188.8.131.52
Securities may be listed by way of an introduction, an offer for subscription, an offer for sale or a placing.
Listing Rule 184.108.40.206.1
A fund must comply with the following conditions for listing:
1. To be eligible for listing as an investment fund, a fund must:
(a) be an authorised fund; or
(b) be duly incorporated or validly established in a jurisdiction recognised for the purpose by the
(c) be otherwise acceptable to the CISEA.
2. The fund must satisfy the CISEA that its directors together with its appointed investment manager have
sufficient and satisfactory experience in the management of investments of the type in which the fund
proposes to invest.
3. The board of the fund or equivalent body must be able to demonstrate its ability to act independently of the
investment manager of the fund (closed-ended funds must have a minimum of three directors two of whom
must be independent of any investment manager).
4. The assets of the fund must be invested with the aim of spreading investment risk.
5. The fund must make arrangements acceptable to the CISEA for the safe custody of its assets.Page 4
6. The fund must enter into a listing undertaking in the prescribed form set out in Appendix III to the Listing
Listing Rules 220.127.116.11.1 - 18.104.22.168.4
A new fund applicant must have published audited consolidated accounts which cover at least three years and the
period to which the accounts relate must not end more than twelve months prior to the date of the Listing Document.
It is possible for the CISEA to waive this requirement in whole or in part if it is satisfied that the acceptance of
accounts covering a shorter period is desirable in the interests of the new applicant or of investors and investors have
the necessary information available to make an informed judgement concerning the issuer and the securities for
which listing is sought. If the fund is newly established the CISEA may waive the requirement for published audited
accounts altogether (but should be consulted at the outset to agree this).
Transferability of Units
Listing Rules 22.214.171.124.1 - 126.96.36.199.3
Units in a fund must be freely transferable and tradable and fully paid units must be free of all lien. Nil or partly paid
units will be regarded as fulfilling this condition, provided that the CISEA is satisfied that transferability is not
restricted other than in circumstances in this Listing Rule or where there is unpaid call on the units and that
restrictions are not such as to prevent dealings in the units from taking the place on an open and proper basis.
The CISEA may permit limits on the categories of investors which may be permitted to invest in a listed fund and the
minimum transaction size in which units in a listed fund may be traded.
Securities may be subject to transfer restrictions or compulsory redemption in the following circumstances:
1. where the holding of such securities may result in a regulatory, pecuniary, legal, taxation or material
administrative disadvantage for the fund or the holders of its securities as a whole; or
2. to maintain a minimum holding per holder, as specified in the Listing Document.
In exceptional circumstances approved by the CISEA an applicant may take power to disapprove the transfer of
securities provided that the exercise of such power would not disturb the market in those securities.
Securities in Public Hands
Listing Rule 188.8.131.52.1
At least 25 percent of the class of securities to be listed in a closed-ended fund must be in the hands of the public, in
such proportions so as to satisfy the CISEA that there will be an adequate market in the securities.
The CISEA may exempt a closed-ended fund from this requirement if the investment fund has sufficient number of
units in issue to create a market in its securities.
The following are not recognised as members of "the public":
1. any connected person;
2. any person whose acquisition of securities has been financed directly or indirectly by a connected person; or
3. any person who takes instructions from a connected person in relation to the acquisition, disposal, voting or
other disposition of securities of the issuer registered in his name or otherwise held by him. Page 5
Whole class to be listed
Listing Rule 184.108.40.206.1
Where an application is made to list any class of security if none of the securities of that class are already listed, the
application must relate to all securities of that class issued or proposed to be issued. An application shall be made
for all further issues of securities of a class already listed.
Listing Rule 220.127.116.11.1
Except where securities of the same class are already listed, the market value of the securities for which application for
listing is made must be at least GBP500,000 (or foreign currency equivalent).
Conditions relating to units for which application is being made
Listing Rules 18.104.22.168.1 - 22.214.171.124.5
In the case of a closed-ended fund, other than through the exercise of options and/or warrants which are granted
subject to the provisions contained in the listing document, units of the same class may not be issued at a price which
is less than the net asset value per unit of that class, at the time of such issue unless authorised by a majority of the
unitholders of that class or offered first on a pro-rata basis to those unitholders. Treasury shares are not to be taken
into account for the purpose of this listing rule.
Units may be voting or non-voting.
All units within the same class must be capable of trading on an equal basis.
Change to Investment Objectives and Policies Investment objectives, policy and restrictions
Listing Rule 126.96.36.199.1
A fund is required to adhere to its principal investment objectives and policies (as set out in its listing document) for a
period of three years from the date of listing (as reduced by any period for which the fund has been in operation),
other than in exceptional circumstances and then only with the consent of a majority of unitholders.
The CISEA requires a fund to demonstrate a spread of investment risk.
Conditions relating to Directors
Listing Rule 188.8.131.52.1
No corporate directors are permitted unless this is permitted under the law of the domicile of the fund in which case
the CISEA will expect the applicant to have a majority of directors which are natural persons. Directors are required
to complete Directors Declarations as set out in Appendix IV or Appendix V.
A corporate closed-ended fund must have at least three directors that are independent of the investment manager or
adviser and/or their affiliates. A director will be considered independent where:
1. he has no executive function with the investment manager or adviser or their affiliates; and/or
2. he has an executive function with any other service provider but is not responsible for carrying out work on
behalf of the applicant.
A custodian or the issuer's auditor is not permitted to act as a director of a listed fund, in respect of which it acts as a
custodian or auditor.Page 6
Close ended funds
Provision of Articles of Association - Listing Rule 184.108.40.206.1
In the case of closed-ended funds power must be taken under the constitutive documents to impose sanctions on a
holder of listed securities who is in default in complying with a request for the disclosure of the immediate or
beneficial owner of securities but:
1. Sanctions may not take effect earlier than fourteen days after service of the notice.
2. For a holding of securities of less than 0.25 percent of the relevant class the only sanction the constitutive
documents may provide for is a prohibition against attending at meetings and voting; for a holding of 0.25
percent or more of the relevant class, the constitutive documents may also provide:
(a) for a withholding of the payment of dividends and scrip issues on the securities concerned; and
(b) for the placing of restrictions on the transfer of securities provided that restrictions on transfer do
not apply to sales to a bona fide unconnected third party (such as a sale through the CISEA or an
overseas exchange or by the acceptance of a takeover offer).
3. Any sanctions imposed upon a shareholding in these circumstances must cease to apply after a specified
period of not more than seven days after the earlier of:
(a) receipt by the company of notice that the shareholding has been sold to a third party in the manner
described above; or
(b) due compliance, to the satisfaction of the issuer, with respect to the information sought.
Listing Rule 220.127.116.11.2
In the case of closed-ended fund, power must be taken under the constitutive documents for the purchase of its own
GFSC or JFSC approval
Listing Rule 18.104.22.168
In the case of Channel Islands issuers, a copy of the consent issued to the fund by the Jersey or Guernsey Financial
Services Commission must accompany the final application to the CISEA.
Number of Units
Listing Rule 22.214.171.124
The CISEA will admit to listing such number of units of an open-ended fund as may be required for the purpose of
Multi Class fund
Listing Rule 126.96.36.199
An application for listing of the securities of a fund must provide details of the various classes of securities intended to
be issued by the investment fund and these details must be given in the listing document.Page 7
Net Asset Values (NAVs)
Listing Rule 188.8.131.52
A listing document for an investment fund should include a description of how often the net asset value per
share/unit is calculated, the valuation principles and a statement to the effect that such valuation must be notified to
the CISEA as soon as practicable after calculation.
Listing Rule 184.108.40.206
Where the fund is a unit trust, the directors of the fund's manager must be included in the responsibility statement.
Financial Information in the Listing Document
Listing Rule 220.127.116.11.1
Where an accountants' report is not required the net asset value per unit and the net asset value of the fund at the
most recent practicable date must be included in the listing document. Other information must be included in the
case of non-Channel Island issuers.
Listing Rule 18.104.22.168.2
An accountants' report (containing prescribed information) is only required to be included in a listing document
issued by a new applicant where:
1. the auditors' report on the accounts for any of the last three years (or such shorter period agreed by the
CISEA) has been qualified or refers to a matter of fundamental uncertainty; or
2. the exchange decides for any other reason not to accept an auditors' report or that an additional report is
Listing Rule 22.214.171.124.3
Where an accountant's report is not required the most recent audited accounts of the issuer and any interim report
published since the last published audited accounts must be included in the listing document.
A fund must appoint an independent auditor to audit the fund's financial statements in accordance with the auditing
Listing Rule 4.9.1
The issuer must also appoint two authorised representatives resident in the Channel Islands to act as the issuer's
principal channel of communication with the CISEA on an ongoing basis. The authorised representatives may be
directors of the issuer or other persons acceptable to the CISEA (such as officers of the sponsor).
The procedure for listing
Stage 1: seek CISEA's approval in principle to the listing
The issuer (or its sponsor or advisers) should approach the CISEA to discuss the suitability of the listing proposals prior
to making any formal application.Page 8
Stage 2: initial application
The sponsor, in conjunction with the applicant’s professional advisers, will prepare drafts of the formal listing
documentation for review and comment by the CISEA. An initial application is made to give the CISEA an
opportunity to comment on draft documentation. All applications for listing will be processed by the Listing
Department of the CISEA.
At this stage, if the fund is issuer is to be established in Jersey or Guernsey, application will need to be made to obtain
the necessary regulatory approvals in Jersey and Guernsey.
Stage 3: final application and approval
Once the Listing Department is satisfied with a final application it will prepare a response to the CISEA’s Listing and
Membership Committee together with a recommendation as to the suitability of the listing proposal. The Listing
and Membership Committee meets frequently to consider applications for listing.
Stage 4: listing
If the Listing and Membership Committee approves the application, the listing documentation is then filed and the
securities are admitted to the Official List. The securities must be allocated an ISIN reference before the listing
document is made public and dealings commence.
Listing document disclosure requirements
The listing document for equity securities should contain, inter alia, the information listed in Appendix IX, Part B
(open-ended funds) or Appendix IX, Part C (closed-ended funds) of the CISEA Listing Rules.
The CISEA 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.
In our capacity as fund sponsor, Walkers Capital Markets Limited ("WCML") liaises with the CISEA on a fund's behalf in
relation to its continuing obligations.
Our continuing obligations role includes:
1. Advice on application of the CISEA’s continuing obligations requirements.
2. Drafting announcements for the fund's review and approval.
3. Reviewing content of shareholder circulars to assess compliance with relevant rules.
4. Liaising with the CISEA, when necessary, where announcements or circulars must be pre-approved prior to
release to shareholders.
5. Reviewing interim reports and annual reports and accounts.
6. Ensuring filing deadlines for announcements, circulars and financial reports are met.Page 9
7. Advising and resolving apparent breaches of listing rules when raised by CISEA.
8. All final announcements, circulars and reports filed by WCML on behalf of a fund will be released through
the Market Data Management System of the CISEA.
9. Filing of the NAVs through MDMS.
General obligation of disclosure for issuers Listing Rules
Listing Rule 126.96.36.199
Generally and apart from compliance with all the specific requirements of these Listing Rules, the issuer shall 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 the CISEA
Listing Rule 188.8.131.52
Information that is required to be disseminated pursuant to Listing Rule 184.108.40.206 or otherwise under these Listing Rules
must not be given to a third party before it is notified to the CISEA except as permitted in 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.
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 exchanges.
Therefore, announcements in particular need to be coordinated so that shareholders in each marketplace have access
to the same information simultaneously.
Notifications relating to capital
Listing Rules 220.127.116.11 - 18.104.22.168.2
A listed fund (with the exception of open-ended funds) must notify the CISEA immediately of any alterations to the
fund's capital structure, changes to rights attaching to securities, redemption or drawing, new issues, basis of
allotment and any issues affecting conversion rights.
The following information relating to its capital needs to be notified:
1. Alterations to Capital StructurePage 10
Any proposed change in its capital structure, including the re-purchase of own shares to be held as treasury
shares and including changes in the structure of its listed debt securities, except that an announcement of a
new issue may be delayed while marketing or underwriting is in progress.
2. Changes of rights attaching to securities
Any change in the rights attaching to any class of listed securities (including any change in loan terms or in
the rate of interest carried by a debt security) or to any securities into which any listed securities are
3. Redemption or drawing
Any purchase, sale, drawing or redemption by the issuer of its listed securities.
4. Basis of allotment
The basis of allotment of listed securities offered generally to the public for subscription or sale and of the
results of any rights issues to shareholders before trading in the listed securities commences.
5. Issues affecting conversion rights
The effect, if any, of any issue of further securities on the terms of the exercise of rights under options,
warrants and convertible securities.
6. Results of new issues
The results of any new issue of listed securities or of a public offering of existing securities.
Changes in issued capital need not be disclosed under Listing Rule 22.214.171.124, 126.96.36.199 and 188.8.131.52 as a result of issues and
redemptions or repurchases in the normal course of business as described in the listing document, unless and until
the number of securities of the relevant class currently in issue increases or decreases by more than 25 percent since
the publication of the listing document or the last notification to the CISEA.
Annual report and accounts
Listing Rule 184.108.40.206
An annual report and accounts must be filed with the CISEA within six months of a fund's financial year end and an
interim report must be provided within four months of the period end to which the report relates.
Filing of Net Asset Values (NAVs)
The fund must make a public announcement on the CISEA’s webpage in relation to its net asset value per share as
soon as practicable after the calculation of the new asset value. In addition, NAVs must be submitted and released
The fund should send to WCML a notification in relation to calculated NAVs giving the following data:
1. Date of NAV valuation.
2. NAV per share.
3. Total number of shares in issue for the listed class.Page 11
4. Total value of the listed share class (ie the number of shares in issue multiplied by the NAV)
5. Price currency.
Announcements and NAVs publication
Any announcements and NAV calculations can be published through MDMS by WCML. Any announcements and/or
NAVs should be sent to our designated email: CISEAAnnouncements@walkersglobal.com.
In addition, the following obligations must be observed so long as the units of an investment fund remain listed:
1. the respective obligations of the manager and custodian under the constitutive documents of the investment
fund and the applicable legal and regulatory requirements;
2. the amount of the charges and expenses (to the extent borne by the investment fund) of the manager, the
custodian and any agent of the manager or trustee, or any sub-custodian, must be clearly set out in each
annual report on the investment fund;
3. the exchange must be advised on request of the number of units outstanding in bearer or registered form;
4. in the case of an open-ended investment fund, the bid or offer prices and mid prices as stipulated in its
constitutive documents must be notified to the exchange on the occasion of each valuation of units;
5. the investment fund must notify the following information to the exchange without delay:
(a) any changes in the identity or control of the investment manager, trustee or custodian;
(b) any change in the general character or nature of the investment fund;
(c) any proposal to renew, vary, amalgamate or terminate the investment fund; and
(d) any other information necessary to enable the holders of the securities to appraise the position of
the investment fund and avoid the establishment of a false market in the securities;
6. in addition, the following documents must be lodged with the exchange:
(a) one copy of the audited statement of accounts at the same time as such statement is sent to
holders of the securities and in any event within six months of the end of the financial period to
which any such statement relates; and
(b) one copy of all notices and circulars at the same time as these are sent to the holders of the
7. a complete file must be maintained by the investment manager of advertisements, brochures, leaflets and
other documents issued by or on behalf of the investment manager with a view to effecting or stimulating
sales or purchases of securities and the file must be produced to the exchange by the investment fund at any
time on demand.
Rights as between shareholders
A fund is required to ensure equality of treatment of all shareholders who are in the same position.Page 12
Communication with shareholders - Notice of Annual General Meeting
Listing Rule 220.127.116.11.1
When an investment fund is required to hold annual general meetings, it shall give notice of such meetings to all
registered holders of its securities with sufficient notice as required under the fund's constitutive documents.
Other prescribed information to shareholders
Listing Rule 18.104.22.168.1
An issuer must also:
1. inform holders of securities of the holding of any other meetings at which they are entitled to attend; and
2. in the case of all meetings (including the annual general meeting), enable them to exercise their right to
vote, where applicable.
Listing Rule 22.214.171.124.1
A proxy form must be sent with the notice convening a meeting of holders of listed securities to each person entitled
to vote at the meeting, and must:
1. provide for two-way voting (ie for and against) on all resolutions intended to be proposed;
2. state that a shareholder is entitled to appoint a proxy of his own choice and provide on the form a space for
insertion of the name of such proxy;
3. state that, if the proxy form is returned without an indication as to how the proxy shall vote on any particular
matter, the proxy will exercise his discretion as to whether, and if so how, he votes; and
4. allow a corporation to execute a form of proxy under the hand of a duly authorised officer or attorney or
under its common seal.
Communications with holders of bearer securities
Listing Rule 126.96.36.199.1
If there is a need to communicate with holders of listed bearer securities the issuer must publish the communiqué by
way of announcement to be displayed by the CISEA on its website and giving an address or addresses from which
copies can be obtained.
Use of airmail
Listing Rule 188.8.131.52.1
Airmail must be used, where available, when sending documents to holders of listed securities residing outside the
Review of documents by the CISEA
Listing Rule 184.108.40.206
The issuer shall submit to the CISEA for review and approval before they are issued:Page 13
1. copies of drafts of any announcements or advertisements relating to the issue of new or further securities or
any announcements or advertisements the subject matter of which may involve a change in or relate to or
affect arrangements regarding trading in its listed securities;
2. copies of drafts of any circulars and of any documents issued in connection with takeovers, mergers or
3. copies of drafts of any proposed amendments to its Memorandum or Articles of Association or Trust Deed as
the case may be.
The issuer shall not issue any of the documents referred to above unless they have first been approved by the CISEA.
Copies of circulars and resolutions
Listing Rule 220.127.116.11
The issuer must forward to the CISEA a copy of:
1. all circulars, notices, reports, announcements or other documents at the same time as they are issued; and
2. all resolutions passed by the issuer in general meeting other than those passed in the ordinary course of
business without delay after the relevant general meeting.
Directors - Board changes
Listing Rule 18.104.22.168.1
An issuer must notify the CISEA without delay when:
1. a new director is appointed;
2. a director resigns or is removed; or
3. any important functions or executive responsibilities of a director are changed; and the notification must
state the effective date of the change if it is not with immediate effect, and, in the case of an appointment,
whether the position is executive or non-executive and the nature of any specific function or responsibility.
Listing Rule 22.214.171.124.1
As soon as practicable after the appointment of a new director, but in any case within fourteen days of this
appointment, each new director must sign and lodge with the CISEA a Director’s Declaration in the form set out in
Appendix IV or Appendix V of the Listing Rules, together with the ten year history of employment and list of current
A certified copy of the utility bill (no older than three months) plus certified copy of the passport or ID will also be
required to be submitted to the CISEA.
The Listing Compliance department should be notified within fourteen days of any material changes to the questions
answered on the original Director's Declaration form submitted. An Appendix V (a) of the Listing Rules should
accompany this notification.Page 14
If there are changes to any of the details set out in a Director's Declaration lodged with the CISEA, other than in
relation to a director's directorships of companies other than the issuer, an issuer must ensure that details of such
changes are submitted to the CISEA as soon as practicable.
An annual submission of Appendix V (a) is the method by which changes in directorships should be notified to the
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).
Notification of interests of directors and their associates
Listing Rule 126.96.36.199.1
The issuer must notify the CISEA without delay of any information it has received from its directors:
1. in connection with any acquisition, disposal, exercise or discharge by a director or a person connected with a
director, of their interests in the listed security, or any dealings in relation to any option, right or obligation
by a director, or a person connected with a director, of their interest in the listed security; and
2. any dealings by connected persons and investment managers pursuant to the Model Code set out in
Appendix VI; and maintain a register of the same information which must be available for public inspection
during normal business hours at the issuer's registered office or branch office in the Channel Islands where
Listing Rule 188.8.131.52
The issuer shall apply for the listing of any further securities (including those arising on rights issues and capitalisation
issues) which are of the same class as securities already listed, prior to their issue, and shall not issue such securities
unless it has applied for the listing of those securities.
Continuing compliance with conditions for Listing
Listing Rule 184.108.40.206.1
The issuer shall continue to comply with the conditions for listing as set out in chapter 7 of the Listing Rules.
Listing Rule 220.127.116.11.1
The issuer shall notify the CISEA immediately after approval by or on behalf of the board of:
1. any decision to declare, recommend or pay any dividend or to make any other distribution on its listed
securities and the rate and amount of the dividend or distribution;
2. any decision to withhold any dividend or interest repayment on listed securities;Page 15
3. any decision not to declare, recommend or pay any dividend which would otherwise have been expected to
have been declared, recommended or paid in due course;
4. any preliminary announcement of profits or losses for any year, half-year or other period;
5. any proposed change in the capital structure, including any redemption of its listed securities; and
6. any decision to change the general character or nature of the business of the investment fund, including a
decision to change or propose a change to its investment objectives, policy or investment restrictions.
NOTE: When a dividend is declared, the CISEA would expect this dividend information to be notified to the CISEA and
an announcement made prior to the dividend date. As a matter of good practice, the following information should
appear in the announcement:
1. dividend amount;
2. the currency;
3. dividend type; and
4. period date.
Listing Rule 18.104.22.168.1
The issuer shall notify the CISEA immediately of any changes in its secretary, auditors or registered address.
Annual listing fees
Listing Rule 22.214.171.124.1
An issuer must pay the annual listing fee as published by the CISEA from time to time.
Please also find attached a current annual listing fee schedule below:
Category Annual Fee (£)
Open-Ended Investment Funds
Single / Multi-Class Fund 1,500 plus 250 per class
Multi Fund / Cell Investment
1,500 plus 500 per sub-fund/cell 250
Traded OEIC 1,500
Traded OEIC - sub fund Free
Closed-Ended Investment Funds Primary Listing (£) Secondary Listing (£)Page 16
Category Annual Fee (£)
Single / Multi Class Fund 2,000 plus 250 per class* 1,000 plus 250 per class*
Multi Fund/Cell Investment Schemes
1,650 plus 750 per fund/cell 250 per
1,000 plus 750 per fund/cell 250 per
Structured Funds 500 per class -
Listing Rule 7.9.30
The issuer shall maintain assets of sufficient value to warrant the continued listing of the issuer's securities.
Shares in public hands
Listing Rule 126.96.36.199.1
A listed issuer which is a closed-ended investment fund shall notify the CISEA immediately if it becomes aware that
the proportion of any class of listed securities in the hands of the public has fallen below the level required by Listing
Rule 188.8.131.52.1 (25 percent of shares in public hands) or, where appropriate, the level required by Listing Rule 184.108.40.206.2
and shall take steps to rectify the situation and ensure compliance at the earliest possible moment.
Notification in respect of winding up and liquidation
Listing Rule 220.127.116.11.1
The issuer shall notify the CISEA on the happening of any of the following events as soon as the same shall come to
the attention of the issuer:
1. the appointment of a receiver or manager either by any court having jurisdiction or under the terms of a
debenture or any application to any court having jurisdiction for the appointment of a receiver or manager,
or equivalent action in the country of incorporation or other establishment, in respect of the business or any
part of the business of the issuer or the property of the issuer, its holding company or any major subsidiary;
2. the presentation of any winding-up petition, or equivalent application in the country of incorporation or
other establishment, or the making of any winding-up order or the appointment of a provisional liquidator,
or equivalent action in the country of incorporation, or other establishment, against or in respect of the
issuer, its holding company or any major subsidiary; or
3. the passing of any resolution by the issuer, its holding company or any major subsidiary that it be wound-up
by way of members' or creditors' voluntary winding-up, or equivalent action in the country of incorporation
or other establishment.
Listing Rule 18.104.22.168.2
For the purposes of Listing Rule 22.214.171.124.1 (a), (b) and (c) "major subsidiary" means a subsidiary representing fifteen
percent or more of either the consolidated net tangible assets or pre-tax trading profits of the issuer.Page 17
Response to enquiries
Listing Rule 126.96.36.199.1
The issuer shall respond promptly to any enquiries made by the CISEA concerning unusual movements in the price or
trading volume of its listed securities or any other matters raised by the CISEA by giving such relevant information as
is available to the issuer or, if appropriate, by issuing a statement to the effect that the issuer is not aware of any
matter or development that is or may be relevant to the situation.
Additional requirements and information
Listing Rule 188.8.131.52.1
1. The CISEA shall be entitled to require the publication of further information by, and impose additional
requirements on, the issuer where it considers that circumstances so justify but will allow representations by
the issuer before imposing any additional requirements on it which are not imposed on listed companies
2. issuers of debt securities should seek guidance from the CISEA at the earliest opportunity to determine what,
if any, additional requirements may apply.
Listing Rule 184.108.40.206.1
An issuer must require its directors to comply with a code of securities dealing in terms no less exacting than those of
the Model Code set out in Appendix VI to the Listing Rules.
Announcements and NAVs publication
NAVs should be published in accordance with the valuation dates as originally set out in the Listing Document.
Any announcements and NAV calculations can be published through MDMS by WCML.
Any announcements and/or NAVs should be sent to our designated email:
CISEA Materials and Annual Checklist (link)
Please note that the CISEA also issued guidance notes on continuing obligations which can be obtained on the
CISEA's website: www.CISEA.com.
Please also note that while the fund is submitting an annual/interim accounts the CISEA's annual checklist needs to be
submitted. The link where the annual checklist may be downloaded is as follows:
Listing Agent Services
Walkers Capital Markets Limited 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.Page 18
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.
WCML operates an open-door policy and is happy to answer any query, however big or small, to ensure that a fund
best complies with its obligations to the CISEA. In this regard we recommend that, upon listing, a fund establishes
key contacts within its administrator, legal advisers or investment manager who will be responsible for liaising with
WCML on an on-going basis. We then strike a strong working relationship with the fund's contacts to develop
excellent communication channels.
Updated: December 2014
For further information please refer to your usual contact or:
Jersey - Eva Holt, Head of Listings (Channel Islands) | email@example.com | +44 (0) 1534 700 886
Jersey - Nigel Weston, Partner | firstname.lastname@example.org | +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.