The Cyprus Stock Exchange announced the listing of 100.080 Cumulative Redeemable Class A Preference Shares of Flexinvest Plc (FLEX) of a nominal value of USD 1.00, with a listing price of USD100 (€89.29) pursuant to Article 58(1) of the CSE Law on the Emerging Companies Market of the CSE.

Eurivex Ltd., the regulated by CySEC Cyprus Investment Firm is the Nominated Advisor (Nomad) of the Issuer. The ISIN code of FLEX is CY0105901322.

Flexinvest Plc mainly acts as a holding company and majority owner of “MIR BANK”, a Joint Stock Commercial Bank (ISCB) in Russia.

The trading of FLEX shall be carried out in EURO (€) and commenced on Tuesday, 17 November 2015. The Cyprus Stock Exchange shall undertake to keep the register of the aforementioned company in the Central Depository/Registry of the Cyprus Stock Exchange.

Hedge Fund Managers looking for an efficient, flexible and cost effective structure, which are very easy to setup and secure regulatory approval may now consider using Performance Linked Notes as an effective alternative to an investment fund.

In order to secure regulatory approval to market the Performance Linked Notes throughout the EU27, the Notes are listed on the MTF Market of the Vienna Stock Exchange, with an Austrian AT-ISIN provided through which promoters and their Business Introducers may raise funds from investors.

The proceeds of the Performance Linked Notes are invested in any type of asset (ideal for hedge funds trading in derivatives) and investors share the benefit or loss of investment. Thus, when the performance of the underlying asset increases, the Net Asset Value increases and when there are losses, the NAV declines.

Listing is done without prospectus but through submission of Information Memorandum. All the terms and conditions are included in the Information Memorandum including the full or partial redemption rights.

Here are the simple steps to follow:

1. SPV setup in an EU or offshore jurisdiction, with hedge fund manager or administrator acting as nominee shareholder/director and holding all the signature rights to the bank and trading accounts.
2. SPV issues Performance Linked Notes, minimum amount €200k or equivalent, in any major currency, bearing no interest and with long term maturity.
3. Proceeds of Note issue invested in a bank or brokerage trading account managed by the hedge fund manager or a regulated Investment Manager appointed by the Hedge fund manager. When the trading account performance is positive, the NAV increases, when there are losses, the NAV declines with the investor sharing the benefit or the loss through the NAV change.
4. Eurivex will list the Performance Linked Notes on the MTF Market of the Vienna Stock Exchange through submission of Information Memorandum (no prospectus required – no prior history required), dematerialize and deliver registry electronically to OeKB, secure Austrian AT-ISIN, and act as Listing & Payment Agent.
5. Promoter is now free to keep on raising funds from investors in EU27 and beyond and add-on to existing Notes on the same ISIN.
6. Hedge Fund Manager entitled to secure rebate income from the spread and markup, charge a performance fee and charge an administrative fee.
7. Investors follow the performance/update valuation by visiting the web site of the Vienna Stock Exchange to follow the daily or weekly NAV performance.
8. Partial or full redemption, all terms and conditions included in Information Memorandum prepared and submitted by Eurivex.
9. Only important changes in corporate structure need to be notified to Vienna Stock Exchange through Listing Agent to maintain the ISIN and listing.
10. No tax implications as SPV will always break-even. Investors in Notes will receive proceeds of redemptions tax free.

Ideal for hedge fund managers who wish to setup their own structure, operating in a regulatory environment and more importantly provide their Business Introducers the regulatory permission to market a listed financial product.

Eurivex offers flat fee complete packages starting from €20.000 first year and €12.000 annual maintenance fee.

Price includes:

• SPV setup
• Listing of the Performance Linked Notes on the Vienna Stock Exchange including preparation and submission of the Information Memorandum
• Acting as Listing and Payment Agent

…with access to the secondary market

P2P Lending Companies wishing to raise funds from investors by offering an attractive return and at the same time speed up the disbursement of loans to their clients, are now in a position to issue and list their corporate bonds on EU stock markets under simplified listing rules and create a secondary market in their debt instruments.

Issuers can choose from any one of the jurisdictions that we cover in the EU including Austria, Cyprus and Ireland.

MAIN ADVANTAGES FOR ISSUERS

• Raise funds from investors via a listed product
• Securitize the debt
• Tap institutional investors who by charter are allowed to invest only in listed products
• Offer multiple bonds in various category of risk
• Increase your leverage and lending power
• Fasten the time it takes to lend
• Provide exit route to your investors via secondary market trading
• Manage the bond sales via private placement through your platform
• Default risk remains with bond investors, not Issuer
• Recoup listing costs by charging Administration, Management and even Performance fees KEY CHARACTERISTICS
  • Established P2P Lenders, Startups or SPVs without prior history can list their bonds
  • A bond listing on an EU stock exchange allows the Issuer regulatory approval to sell the bonds and raise money from investors across the EU28
• Listing in major currencies including Sterling pound (GBP)
  • Issuer is under no obligation to provide liquidity
  • Listing is secured on average in 3 weeks (provided you are ready with the required documents)
  • Depository, Clearing and settlement is available through Clearstream/Euroclear and or UK’s CREST
  • Listing costs are significantly lower TYPES OF BONDS
  • Traditional bonds with fixed coupon
  • Floating rate bonds tied to LIBOR or EURIBOR
  • Zero coupon bonds
  • Performance linked bonds, whose value is tied to the performance of the underlying asset.

SPECIFICS
• Minimum size at least €200,000 or more per bond listing

• Registered office of Issuer in an EEC country
• All Directors must provide brief CVs and basic KYC
• Issuer must state purpose of listing and explain how the proceeds of the bond issue will be used
• A comprehensive business plan must be submitted with 3 year financial projections prepared based on IFRS including Profit & Loss Account, Cash Flow statement, Balance Sheet, financial notes and Sensitivity Analysis with 5% to 10% deviation from business plan goals
• Minimum denomination of bonds should be €10.000 or equivalent
• Consumer Credit firms based in the UK wishing to list their bonds need to be supervised by FCA

SPECIAL OFFER

Issuers who sign a binding agreement until 31 December 2015 will be eligible to take advantage of our Special Offer of GBP 12.000 Listing Agent fees compared to our usual price of GBP 35.000.

The price excludes stock exchange and custodian fees.

ABOUT EURIVEX

Eurivex Ltd, is an EU investment firm regulated by Cyprus Securities & Exchange Commission (CySEC license number 114/10).

We have many years of experience in advising all categories of companies in connection with bond and share issues. Our clients include large and medium size corporations, institutional clients, investment managers and professional funds having successfully done 30 listings on recognized EU exchanges.

Secondary Market

As a fully licensed regulated EU investment firm, Eurivex is a position to offer our clients access to trading in the secondary market of Issuer bonds or shares that have listed their financial instruments on recognized EU stock exchanges of Ireland, Austria or Cyprus.

Client orders are either matched internally or sent for direct trading to counterparties.

Eurivex is licensed to offer safe-custody through which we act as Custodian for client assets.

As a European investment firm, Eurivex Ltd. operates in full compliance with the regulations of Markets in Financial Instruments Directive (MiFID). Eurivex is also a member of the Investor Compensation Fund and by law client money and custody of financial instruments are segregated and maintained in top Tier 1 banks and with approved Depositories or Registrars.

The Cyprus Stock Exchange (CSE) announced that it has accepted more than 15 listings of bonds on its Emerging Companies Market that were previously listed on the GXG Markets.

In the context of its efforts to improve its service and broaden the range of products and services provided, the Cyprus Stock Exchange has created two new Markets in the Emerging Companies Markets, according to which it now allows listings in Sterling pounds (GBP) and with the Registry of the Issuers not to be kept with the Cyprus Central Depository, but in CREST.

The securities to be traded will not be entered in the CSE’s Central Depository /Registry and will not be cleared / settled by the Central Depository / Registry. The clearing and settlement of the transactions for these two new markets in GBP will be carried out by clearing agents. The relevant Regulatory Decisions have been published in the Official Gazette of the Republic: RAA 311/2015, RAA 312/2015, RAA 313/2015 and RAA 314/2015.

Private corporations from most jurisdictions are eligible to issue and then list their bonds on the Third Market of the Vienna Stock Exchange or the Emerging Companies Market of the Cyprus Stock Exchange (ECM/CSE) under simplified rules and conditions.

Under the EUs MiFID regulations aimed at encouraging competition within capital markets, the EU allowed for the creation of Multilateral Trading Facilities (MTF) which have been described as a form of “lite exchange” because they provide similar or competing trading services, such as rulebooks and market surveillance departments, but operate through simplified procedures and at very competitive fees than what it would cost to list financial instruments (shares, bonds, funds) on the traditional stock market segments.

The MTF Market of Vienna Stock Exchange is operated by the regulated Vienna Stock Exchange and the ECM is operated by the Cyprus Stock Exchange, which is the MTF Market of Cyprus.

In Vienna they also refer to the MTF Market as the Third Market but trading in bonds goes through the same clearing and settlement structure.

MAIN ADVANTAGES

The biggest advantages for listing in MTF Markets are:

• The Issuer does not need to have prior history. Special Purpose Vehicles (SPVs) can be formed and the companies can act as the Issuer.
• A bond listing on an EU stock exchange allows the Issuer regulatory approval to sell the bonds and raise money from investors across the EU28.
• Issuer secures Austrian (AT) International Securities Identification Number (ISIN).
• All kinds of denominations possible for listings on Vienna SE.
• There is no minimum or maximum ownership rule.
• The concept of using nominees is legally allowed.
• There is no minimum volume rule. This means even if for the whole year there is no volume traded on the financial instruments, this is acceptable.
• Listing is done by submission of Information Memorandum under simplified listing procedures.
• Listing is secured on average in 2-4 weeks.
• All applications submitted by e-mail.
• Listing costs are significantly lower.
• The level of reporting after listing is negligible.
• Trading in the financial instruments is done via brokers.

TYPES OF BONDS

The Vienna Stock Exchange allows for most types of bond listings including:

• Traditional bonds with fixed coupon
• Floating rates
• Zero coupon bonds
• Performance linked bonds*, whose value is tied to the performance of the underlying asset.

*Performance Linked Bonds are increasingly becoming attractive since they spread the risk of performance on the investors.

Such Performance Linked Bonds may also be used for trading in capital markets in derivative products such as trading in shares, bonds and forex. When the trading performance is positive, the NAV will increase, whereas if there are trading losses, the NAV will decline.

AT-ISIN

The Vienna Stock Exchange prefers for Issuers to conduct their private placement of bonds and then list on the Exchange. An Issuer can apply for a larger amount of listing, but list the bonds in tranches of minimum EUR 200.000 lots over several years.

Once the listing procedures have been approved, Eurivex will secure an Austrian AT-ISIN for the bonds.

In future, an Issuer may continue to privately place additional bonds and then following a simple process, add-on to the existing issue (same ISIN) subject to Vienna Stock Exchange approval.

SIMPLIFIED PROCEDURES

One of the key advantages of listing on the MTF Market of Vienna Stock Exchange is that the Exchange accepts all documentation in English and by e-mail.

An issuer would need an EU-based regulated investment firm (Eurivex Ltd. – www.eurivex.com) to act as the Investment firm signing the application and also appoint a Payment Agent in addition to completing the other documentation.

Eurivex, a regulated by CySEC investment firm provides complete packages directly or through other professional firms.

Eurivex will prepare the Information Memorandum as well as Terms and Conditions of the bond issue and liaison with the Vienna Stock Exchange until the listing is secured.

CLEARING & SETTLEMENT, TRADING

The Issuer also needs to furnish evidence that it meets the requirements for including in trading pursuant to Exchange rules, but Issuer has free choice of clearing system while its Global certificates have to be deposited with Euroclear, Clearstream Luxembourg, the Austrian central custodian OeKB or other custodians having a clearing link with OeKB.

Bonds are traded on Xetra trading system, but Issuer is under no obligation to provide liquidity/to quote, since no actual trading is legally required.

DOCUMENTS REQUIRED          

Issuer will need to furnish full corporate documents including Certificate of Incorporation, Shareholder and Director Registry, Memorandum & Articles of Association as well as provide basic KYC documentation of Company directors/principal owners.

Issuer will also provide additional information in order for Eurivex to prepare the Information Memorandum and other documents required for the listing.

TIME FRAME

When all the documents in the correct form have been provided, it will take Eurivex 1-2 weeks to prepare and submit the first draft Information Memorandum to the Vienna Stock Exchange for review, secure the AT-ISIN, complete the bond dematerialization and electronic delivery to OeKB and secure the final listing approval after 1 week.

LISTING FEES

Eurivex offers competitive packages covering all the fees, including the Vienna Stock Exchange listing, securing of AT-ISIN, bond registry dematerialization and electronic delivery to OeKB, listing agent and payment agent fees per bond listing (ISIN).

Since 6 October, securities that are traded on the Vienna Stock Exchange are settled within 2 days of the trade date (T+2) instead of 3 days. The process of exchanging securities against payment on the securities and cash accounts therefore takes place earlier. This leads to reduced risk and also means that the banks involved and their customers have their positions at their disposal earlier. Securities transactions on the Vienna Stock Exchange are cleared via the Central Counterparty Austria (CCP.A) and settled via Oesterreichische Kontrollbank AG (OeKB).

The shortened settlement period was launched in line with numerous other European markets, stock exchanges and MTFs, thus leading to increased harmonization of cross-border settlement of securities transactions on the basis of the CSD regulation (CSDR).

The Cyprus Stock Exchange (CSE) announced that effective Monday 6 October 2014 the settlement cycle of the transactions executed on listed securities that are traded on its markets will be shortened from T+3 (completion of settlement within three working days after the execution of a transaction) to T+2 (completion within two working days). This change is in accordance with the Central Securities Depository Regulation (CSDR), which among others aims to harmonise the securities settlement cycles in the European Union.

The CSE provided the following information regarding the change:

§ Migration to the T+2 settlement cycle, will take place on Monday 6 October 2014.

§ Trades executed until Friday 3 October 2014 will be settled following a T+3 settlement cycle, which means three days after the execution of the transaction.

§ Trades executed as of Monday 6 October 2014, will be settled following a T+2 settlement cycle, which means two days after the execution of the transaction.

Please note that the change to the settlement cycle from T+3 to T+2 will also apply in the cases of Over the Counter (OTC) trades which will be executed on the Central Registry/ Depository of the CSE.

Arrangements for the transition to T+2:

The settlement days for the transitional period are defined as follows:

Trade Day Settlement Day
Thursday, 2 October 2014 Tuesday, 7 October 2014
Friday, 3 October 2014 Wednesday, 8 October 2014
Monday, 6 October 2014 Wednesday, 8 October 2014
Tuesday, 7 October 2014 Thursday, 9 October 2014

Consequently, trades executed on Friday 3 October 2014 and on Monday 6 October 2014 will be settled on Wednesday 8 October 2014.

Particularly for the settlement of the trades with trade date Friday 3 October 2014, a different parameter value will be used within the Dematerialised Securities System for the Securities Settlement System. Specifically:

Normal parameter
for the
Securities Settlement System Provisional parameter for the
Securities Settlement System
100 101
120 121
130 131

Impact for Corporate Actions:

For the corporate actions that will be executed with record date from Wednesday 8 October 2014 and onwards the following will apply:

§ The ex-date for corporate actions e.g. cash distribution etc., will move from 2 business days before the record date, to 1 business day before the record date.

Ex Date = Record Date -1 (previously Ex Date = Record Date -2)

§ The last day of trading which applies to conversions of shares from one category to another, e.g. the reverse split etc., will be set to 2 business days preceding the record date.

Last Trading Date = Record Date -2 (previously Last Trading Date = Record Date -3)

Schedule:
§ July 2014 – Implementation of the required changes in the test environment of the Dematerialised Securities System and execution of migration tests.
§ September 2014 – Implementation of the required changes to the Regulatory Framework.
§ October 2014 – Migration in the production environment of the Dematerialised Securities System.

A detailed and carefuly prepared business plan is critical to the success of any business which is looking to attract investors and raise funds. But the same business plan can also be used to convince management as to whether their aspirations and assumptions are feasible and achievable.

With banks changing their lending model away from accepting business owners from qualifying for a loan by the pledging of property to an environment whereby management has to prove to the bank that their business model is successful in order to qualify for a loan, the preparation of a complete business plan becomes an essential tool to success.

Every business plan depends on the nature, complexity and target audience for which it is prepared.

If the plan is to attract a limited number of investors who already understand the business, then it can be very specific and to the point, concentrating more on financial projections, cash flow, investment returns and contingency plans.

Similarly, if the product or service is not complex, then the plan does not need to be very detailed such as explaining the setting up of a café. But if the proposed venture will deal in complicated instruments or an industry which is new to the general public, then it is advisable for extensive description and explanations together with charts and other tools to make the plan easily understood and presentable.

Every business plan should provide an Executive Summary, description about the company, about management including CV and previous success of managers, explanations about the product or service, what is your key advantage, mission and objectives, analysis of the industry, market in which the company will be active with extensive analysis of company strengths, opportunities, competition and possible weaknesses.

A business plan needs also to be accompanied by very detailed and extensive financial projections with explanations on how particular sales forecasts are made, the gross and net profit, profit & loss account, balance sheet, cash flow and sensitivity analysis.

In addition to the above, a business plan needs to include details about the marketing and sales plans and if the company intends to raise funds from investors and the projected returns promised.

If the objective of the business plan is to raise funds, then the success of the fundraising will also depend on the:

• Quality of the issuer
• History and in which industry it is involved
• The Company’s previous track record, profitability and balance sheet size
• How much are the existing owners contributing into the project
• Where and how the proceeds of the funds will be used
• What is the return objectives
• The management team and members of the Board
• What contingency plans the Company has in the event of adverse market conditions

Exit route

A business plan that in addition to all the above also offers an exit route for investors is likely to be more successful in reaching its objective of raising funds from investors.

Many investors have no problem to invest in businesses and assume a share of the risk against being compensated with a higher return, but almost all investors want to know what kind of exit options management is providing to them.

Nobody wants to be stuck in an investment forever.

The most effective exit route is to form a public company and list the shares on the Emerging Companies Market of the Cyprus Stock Exchange under simplified rules and listing conditions. Eurivex Ltd., a regulated investment firm and approved Nominated Advisor for listings on the ECM of the CSE has helped start-ups list their shares on this market in record time and at very reasonable fees, which is ideal for any start-up or even established businesses.

Alternatively, companies with at least one year history may also consider listing their shares on the MTF Market of the Vienna Stock Exchange under simplified rules and at very reasonable fees. Eurivex is authorised by Vienna Stock Exchange to act as Listing Agent for listing of shares, bonds or funds on the MTF Market and where needed can act as Capital Market Coach for listings on the secondary market.

The listed option allows the Company or the Issuer to give a buyback pledge that in 2-3 years time it will buy-back the shares at a specific price, thus giving added assurance to would-be investors that there is a credible plan allowing them to exit out of the investment if they so wish and after they achieve a specific return.

SHAVASB@EURIVEX.COM

(Shavasb Bohdjalian is an approved Investment Advisor and CEO of Eurivex Ltd., a Cyprus Investment Firm, authorized and regulated by CySEC, license #114/10. Eurivex is an approved Nominated Adviser for listings on the Emerging Companies Market of the Cyprus Stock Exchange and as Listing Agent for listings on the MTF Market of the Vienna Stock Exchange. The views expressed above are personal and do not bind the company and are subject to change without notice)

Listing and Paying Agent for delivery of bonds into Clearstream

Eurivex Ltd., a regulated EU investment firm based in Cyprus has successfully concluded its 25th listing on an EU stock exchange on behalf of its clients. The most recent listing referred to a corporate bond listing on the Vienna Stock Exchange.

Eurivex, which is regulated by the Cyprus Securities & Exchange Commission (CySEC), is licensed to act as Listing Agent for listings on the Vienna Stock Exchange and as Nominated Advisor for listings on the Emerging Companies Market of the Cyprus Stock Exchange.

During the past two years, Eurivex has acted on behalf of 25 Issuers listing their shares or corporate bonds on both Vienna Stock Exchange and the Cyprus Stock Exchange.

Some of the Issuers on whose behalf Eurivex has acted include Wargaming, the global gaming company with its flagship “World of Tanks” online game, Barilla S.p.A, the global branded food corporation with a focus on pasta, sauces and bakery products, manufactured and sold both in Italy and worldwide, Hyperion Life Assets and Grid Essence Holdings, the independent power producer, generating electricity from 100% renewable energy resources.

Listing Agent

Corporations, private or public from around the world can issue corporate bonds and list them either on the Vienna Stock Exchange or the Cyprus Stock Exchange. Only Public corporations (PLCs), or AGs may issue and list their shares on EU stock exchanges.

Being a regulated investment firm in an EU member state, in this case Cyprus allows Eurivex to utilize to the full the EU’s single-passporting rules and extend its specialist service to also cover the Vienna Stock Exchange.

Once the decision has been made to list, Issuers can leave the rest to Eurivex to handle including preparation and submission of Information Memorandum, all the relevant other forms until the Issuer’s application is successfully concluded.

Paying Agent

Eurivex has acted as safe custodian of the bonds and in many cases as the Paying Agent on behalf of its clients. Eurivex has the expertise to convert the shares or bonds into dematerialized form and deliver the financial instruments electronically to the Oesterreichische Kontrollbank AG (OeKB), the Austrian Custodian bank as well as the Cyprus Stock Exchange CSD Depository.

Delivery to Clearstream, Euroclear

On behalf of Issuers who appoint Eurivex to act as their Paying Agent, Eurivex is in a position to deliver and receive the corporate bonds via its OeKB account to Clearstream, Euroclear and other Depositories.

Using the real-time settlement system DS.Advanced (DS.A) for OTC settlements, Eurivex can deliver and take delivery of financial instruments with Clearstream and Euroclear via its OeKB account and also conclude Delivery vs. Payments on behalf of its clients.

Share Registrar/Safe Custody

Eurivex is currently acting as Share Registrar and custodian on behalf of Issuers who successfully listed their shares on the Emerging Companies Market (ECM) of the Cyprus Stock Exchange.

The share registrar service allows the Issuers to concentrate on their core business, leaving the safe custody of their share registry and shareholder activity to Eurivex to handle in a flexible, efficient and cost effective way.

Barilla G. e R. Fratelli S.p.A, the global branded food corporation with a focus on pasta, sauces and bakery products, manufactured and sold both in Italy and worldwide successfully concluded the listing of its USD 150 mln Guaranteed Senior Notes issue on the Vienna Stock Exchange.

Eurivex Ltd, an EU regulated investment firm based in Cyprus acted as the Listing Agent for the listing of the notes on the MTF Market of the Vienna Stock Exchange.
The bonds, which are guaranteed and mature December 13, 2025 pay a 4.43% interest rate.

Barilla Group is the largest durum wheat pasta manufacturer in the world and maintains market leading positions with most of its brands such as Barilla, Voiello, Misko, Filiz, Yemina and Vesta. The Group is also the market leader for baked products in Italy and holds market leading positions in several bakery product categories across Europe through brands such as Mulino Bianco, Pavesi, Wasa and Harry’s.