Stock Exchange Listing

Stock Exchange Listing

Listing on Emerging Companies Market of the Cyprus Stock Exchange

 

In this presentation, you will find a brief explanation about the advantages of using a listing on the Emerging Companies Market (ECM) of the Cyprus Stock Exchange (CSE) and how this may be useful for the tax planning of international companies based anywhere in the world.

The ECM is a Multilateral Trading Facility (MTF) under the EU’s MiFID rules operated by a regulated entity, which is the CSE. The ECM is very similar to what the AIM is for the London Stock Exchange, but with the added advantages that it has very relaxed listing rules.

For example, in this market, there is

  • no requirement for daily volume, hence no need to do fictitious trades, which not only violate exchange rules but also add up in brokerage fees,
  • no maximum ownership rule, hence one beneficial owner can hold 100% control, which means no need to park stocks illegally under different names,
  • no minimum market capitalization criteria, hence even if value of shares declines, the company does not risk expulsion from the stock exchange.

The whole listing process takes 2 weeks to complete and the fees are very reasonable.

The Cyprus Stock Exchange will maintain the Share Registry in electronic format, thus giving added assurance to investors that the shareholding status will be maintained properly by an independent entity.

Trading in the shares is possible electronically and remotely through electronic online trading platforms or through off-the-floor transactions executed directly through the CSE.

Following a successful listing, the CSE will provide the ISIN unique identification number for the listed shares, through which professional investors will be able to access information about the listing and the share through their Bloomberg and Reuters terminals, since both multinationals are official CSE data vendors.

The CSE also publishes the daily price on its web site in English, which can be linked to the web site of the listed company, thus providing shareholders and other investors with additional information about the issuer.

Public Company

First, would be candidates need to form a public company with at least 10-12 shareholders. It can be an existing public company based anywhere or a new public company setup in Cyprus as a holding company.

If it is a Cyprus holding company, then it needs to have minimum EUR 26.000 capital, but it is advisable that the share capital is at least EUR 100.000.

2 year history or business plan

Existing public companies may list based on their prior 2 year history, provided the accounts are audited according to International Accounting Standards. For newly setup companies, they may list based on forward looking business plan with financial projections for next 3 years with reasonable justification.

Major shareholders

Public companies should have minimum 10 to 12 shareholders, who can be persons or legal entities of any nationality. Under the relaxed listing rules on the ECM, the principal shareholder can hold 99% of the shares and the rest split between at least another 10-12 other shareholders, who can act as nominees for the beneficial owner.

Major shareholders may use nominees to maintain confidentiality, but we shall need at least one prominent person or entity to take the spotlight.

The transactions of shareholders above 5% will be reported.

There can be no restrictions on the shares of listed companies, but Eurivex has a perfectly legal way to make sure that 100% control stays with the benefial owner even if a small percentage of the shares are spread among nominees.  

Board of Directors

Similar to any limited liability company, the ultimate decision makers are the Board of Directors.

We need minimum 3 Directors of whom one must be the CEO-President, who can be one of the major shareholders and at least 2 non executive directors, preferably based in Cyprus for the company to qualify for the Cyprus tax advantages.

The CV, educational and business background of all directors will need to be provided to the CSE and is open for public scrutiny.

Other officers

Every listed company on the ECM needs to appoint an approved by the Cyprus Stock Exchange Nominated Advisor (Nomad) which will be responsible for the company’s listing.

The company also needs to have registered office, legal advisor, auditor, and reveal the banks where it has a relationship.

Private placement of shares

Before the company is listed, it can organize a private placement of shares and raise money. There is no limitation on the amount raised, but if the shares are issued at a premium, then this needs to be justified to the CSE.

Once the private placement is completed, we shall then simply list the shares on the CSE.
There is no requirement to hold an IPO. Existing shares are simply listed.

 

IPO

If the listed company wishes to hold an Initial Public Offering (IPO) after its application is approved, then it may do so but up to EUR 2.5 mln under simplified procedures.

If the amount of the IPO is above EUR 2.5 mln, then the company needs to prepare a prospectus and submit it to the Cyprus Securities & Exchange Commission for approval before it can proceed.

Otherwise, if the IPO is below EUR 2.5 mln, it will do so under simplified listing procedures and by submitting its Admission Document only.

Admission Document

The Admission Document is prepared by the approved Nomad in cooperation with the client and includes details about the following:

  • Company history
  • List of major shareholders
  • List of directors
  • List of officers
  • Share price reasoning and justification for premium
  • 2-year prior history for existing companies
  • 3-year forward looking financial projections for new companies
  • Reason why company is seeking a listing on ECM
  • Future plans, including business plan
  • Risk analysis and risk warnings.

Requirements for a successful listing

The role of the Nomad is critical to the listing process as it is for the Nomad to determine the company's suitability for an ECM admission.

The Nomad is responsible for the company's compliance with the ECM Rules for Companies on and following admission. The ECM Rules are published by the Cyprus Stock Exchange and set out the rules and responsibilities that an ECM company must comply with.

Other considerations

An ECM listed company is required to comply with a number of ongoing obligations. The Nomad will guide the company on its ongoing compliance with the ECM Rules. The key considerations to bear in mind are:

  • the directors must be prepared for closer scrutiny
  • Company needs to prepare and submit its Audited accounts within 4 months after financial year-end
  • Company needs to submit its first half management accounts (not audited) 2 months after end of first half
  • All Corporate action including notification for holing AGM/EGM, the results of the AGM/EGM, bonus share issues, mergers and acquisitions, changes in Directors, major shareholder transactions and announcements that will have a major impact on the share price will need to be notified to the CSE

 

Using the ECM/CSE to your best advantage

A listed company on the ECM/CSE is ideal for beneficial owners to:

  • Tap pension and other regulated funds such as UCITS to raise money for various projects considering that pension funds/UCITS can only invest in listed titles (shares or bonds) trading on recognized and regulated stock exchange,
  • Bring idle funds scattered under different entities in different jurisdictions under a tax efficient vehicle through which the beneficial owner can invest in various projects in any country without the need to provide explanations with respect to origin and ownership of funds, especially if nominee shareholders and directors were used when Cyprus public company was formed and then subsequently listed on the ECM,
  • Acquire other companies, listed or private, operating anywhere in the world either by cash or through share issue/share swap to bring those companies under the control of the Cyprus holding PLC on the valuation suitable to beneficial owners so that there are no tax implications at the other end,
  • Offer an exit route to other investors who insist on having a guaranteed method to exit an investment, which can be done by a buyback of shares pledge at a valuation and timing agreeable to all parties,
  • Lend money to own entities operating in home country from Cyprus
  • Issue shares to raise money from other investors
  • Issue debt or bonds which can subsequently be listed on the CSE

 

About Eurivex

Eurivex is a regulated investment firm, licensed to trade in capital markets, offer portfolio management and hold client money. We are also approved by Cyprus Stock Exchange to act as Nominated Advisor for listings on the Emerging Companies Market under simplified listing rules.

The paid up capital of the firm is EUR 500.000 and is a family owned business.

 

Eurivex Contact details

Head Office Address 2 Armenias Street, Office 101,  Nicosia 2003, Cyprus

 Web site:                                www.eurivex.com

 

 General Enquiries               info@eurivex.com

 

For clarifications: Shavasb Bohdjalian email: shavasb@eurivex.com