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Introduction
The International Stock Exchange
(‘’TISE”) has revised its
Continuing Obligations (Chapter 3) Listing Rules, with effect from
1 July 2022.
The changes are intended to make the requirements of the
Exchange clearer and more focused for the issuer and to streamline
the post listing administration required.
This reflects global market practice and the requirements of
other major bond markets which adopt a proportionate risk-based
approach.
The main changes are as follows.
3.2 General Notifications
An issuer must as soon as reasonably
practicable (rather than within the previous 10 day
deadline) notify TISE and, unless otherwise agreed with the
Exchange, publish an announcement on the website of the Exchange
of:
- any takeover of, merger by, or purchase of the issuer;
- a change to the issuer’s name;
- a change to the final maturity date of the bonds;
- in relation to derivative bonds, any material changes that are
made to the associated underlying asset/rate/index; and - n relation to convertible bonds, where the conversion entity is
not listed on an exchange, any information on the conversion entity
that might reasonably be expected to materially impact the
bondholders.
3.4 Director Information
An issuer must notify TISE as soon as reasonably
practicable (rather than within the previous 10 day
deadline) of all appointments and resignations of directors of the
issuer and provide full names, date of birth and nationality of all
new appointees.
An issuer must publish an announcement on the website of the
Exchange as soon as reasonably practicable of:
- the appointment of a new director, such new appointee’s
full name and the effective date of such appointment; - the resignation, removal or retirement of a director and the
effective date of such resignation, removal or retirement; and - any material changes in a directors’ holding of the
issuer’s listed bonds.
3.5 Trading on TISE
Going forward, an issuer which trades its own listed bonds on
the Exchange must publish the bid, offer and mid-prices via MyTISE
on the Exchange’s website.
3.6 Financial information
- the auditor reports a qualified opinion of such annual
financial information; or - such financial accounts are no longer prepared on a going
concern basis; or - the Exchange requests a copy of such annual financial
information as part of any ongoing enquiry or investigation.
An issuer may, where its financial information
is publicly available, publish a one-off announcement on the TISE
website which provides:
- a web link to where its financial information will be
published; and - the issuer’s filing deadline permitted under its national
legislation.
3.8 Sanctions, Legal Regulatory Proceedings
An issuer must notify the Exchange as soon as reasonably
practicable, and provide the Exchange with all relevant information
including any steps the issuer is taking in relation to these
events, if the issuer or any director of the issuer:
- becomes subject to government sanction; or
- faces formal legal or regulatory proceedings for market abuse
or other financial crimes including, but not limited to, fraud,
money laundering, tax evasion, bribery, corruption, or embezzlement
(for the avoidance of doubt, media speculation where no formal
investigation has been initiated will not trigger this
obligation).
Walkers Capital Markets Limited
(‘’WCML”) Listing Sponsor Services
WCML is a Category 1 and 2 Listing Member,
which means that we are able to act as a sponsor for all TISE
listing purposes. We have a dedicated listings team with extensive
experience in providing listing agent services in connection with
listings on TISE. We offer a fast and efficient service competing
on experience, service levels and price, and supported by several
team members who have worked directly for TISE and other
international exchanges. In case of unusual transactions, WCML can
contact TISE at an early stage to seek informal and confidential
guidance as to the eligibility of a proposed listing
application.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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