November 15, 2019 9:45 am

• Unlisted companies seeking finance and easy access to a secondary market.

• Investors seeking new ways of investment, with awareness of the high risk of the market.

• Listed companies that are not able or willing to undertake the higher costs of remaining in a regulated market, they are now offered an opportunity to be listed in this particular market with simplified procedures, subject to first delisting from the regulated market following an acquisition.

• The market is characterised as unregulated and therefore it does not come under the mandatory provisions for

regulated markets which impose strict listing requirements and continuous obligations.

• It is considered as a Multilateral Trading Facility (MTF) and will operate in accordance with the Regulative Decisions adopted by the CSE.

• The CSE will be exclusively responsible for setting the listing requirements and continuous obligations of the issuers and Directors, as well as for any sanctions to be imposed for any violation of the Rules.

• The Securities and Exchange Commission will supervise the issuers regarding the publication of a Prospectus, if this is required. In addition, the Securities and Exchange Commission will supervise the CSE as a market operator which operates a Multilateral Trading Facility (MTF).

• The issuer must have published audited accounts, had normal operations and related activities for at least the two years preceding the application. Newly established companies will be able to be listed if the CSE council judges that potential shareholders are given satisfactory information that would allow them to access properly the value of the titles, from the Nominated Advisor of the issuer.

• Throughout the flotation procedure, the issuer must have a Nominated Advisor.

• The issuer must be a public company with a satisfactory number of investors. No minimum share capital must be dispersed among the general public.

• There is no criterion as to the minimum market capitalization an issuer must fulfill.

• There is no criterion for the minimum shareholders equity an issuer must have.

In addition to the above listing requirements on the Emerging Companies Market, the general requirements of the existing markets of the CSE will also apply. These are:

• The issuer must have been properly established and operating, and must be a public company pursuant to the public companies law of its country of incorporation, which provides to the issuer the power to issue shares to the public.

• The issuer must be authorised to issue the specific shares which seeks to float in pursuance to the law of the country of incorporation, the memorandum and articles of association or any other document governing the terms of its incorporation and relations among its members.

• The issuer is proposing the flotation of freely transferable securities.

• The issuer shall not undertake any commitment in any way incompatible with the interest of its shareholders.

• Equal treatment must be secured to the beneficiaries of securities of the same category, in respect of all rights or obligations related thereto.

• In the case of shares, it must be ensured that any future issue shall first be offered to existing shareholders pro rata according to the amount each holds in the issuer’s share capital, unless the shareholders shall decide otherwise by special resolution.

• Fully paid securities shall be proposed for flotation.

• The listing must concern all the securities of the same category which have, or will be, issued, as well as all options or other derivatives which are convertible or offer the possibility of being converted into securities in the same category as the securities to be floated.

• The issuer must be prepared and able to deliver its Register to the Central Depository and Registry and to respond to any obligation upon the undertaking or the future keeping of the Register or Registers of its shareholders.

For Companies

Trading on the E.C.M. will offer the following advantages for unlisted companies:

• It is an alternative method for securing financing at competitive cost.

• It promotes the recognition and reputation of the companies.

• It prepares them – if they wish – to transfer to the regulated market, through the gradual increase of the dispersion and velocity of their shares.

For companies already listed, entry into the E.C.M. offers:

• The possibility of flotation with simplified procedures as long as they first delisted from the regulated market, if they are unwilling or unable to cope with the cost of maintaining the increased obligations of the regulated markets.

For credit institutions – Investment Firms

• Expansion of operations to new products/services.

• Increase of recognition value and reputation.

• Possibility of self-regulation, hence increase of market confidence towards them.

For investors

• Creation of new investment opportunities for investors who wish to invest in companies with high prospects for development, but also high risk.Methods for Listing

The listing of a company on the Emerging Companies Market can be achieved in two ways:

(a) By public offering: If the offering is public, greater than Euro 2.5 million and is addressed to over 100 persons, a

Prospectus and approval from the Securities and Exchange Commission will be required.

(b) Through private placement: If addressed only to institutional investors (strategic or other) or to fewer than 100

persons and less than Euro 2.5 million will be raised, an Admission Document must be submitted to the CSE, without a requirement for approval by the Securities and Exchange Commission.

(c) A combination of (a) and (b) above.

An issuer who is seeking to float securities on the Emerging Companies Market must submit the following documents, together with the required fee:

• An application in the Form contained in the Annex as determined by the Board.

• An Admission Document.

• A copy of the decision required for the issue or placement of the securities.

• A copy of a Memorandum and Articles of Association certified as authentic.

• Declarations in Forms I and II on behalf of the majority of the board of directors and including at least the chairman’s declaration.

• A Prospectus and approval from the Securities and Exchange Commission, if required.

Listing Application

The Admission Document must include:

• An analytical background of the issuer.

• An adequate Business Plan stating the issuer’s short- and long- term business plans.

• Information about the Board Members and the shareholders who own the major part of the issuer’s share capital.

• Information about the issue.

• Business risks.

• Audited accounts (if any) for the last two years prior to the application.

• Intended use of the capital to be raised.

General

• Transactions on the Emerging Companies Market will be conducted as on regulated markets.

• The current trading system of the CSE will be used.

• The provisions for guarantee Fund, maximum trading limits and Members participation in the guarantee fund shall apply.

• The provisions for off-exchange trading shall apply.

• The existence of a market maker is not mandatory.

Trading Hours

The trading hours of the Emerging Companies Market are as follows:

• 10:15 – 10:30 Pre-opening (RTP 10:28-10:30)

• 10:30 – 17:05 Continuous trading

• 17:05 – 17:20 Closing Trading

CYPRUS STOCK EXCHANGE

71-73 Lordou Vironos Avenue , 1309 Nicosia

Tel.: +357 22712300 , Fax: +357 22570308

www.cse.com.cy , e-mail: info@cse.com.cy

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November 15, 2019 9:44 am

1.) The lowest tax regime in Europe. Corporation tax rate is 10% on net profits.
2.) Cyprus has 45 plus Double Tax Avoidance Treaty agreements
3.) Allows nominee shareholder and director structure – beneficiary owner’s identity can be hidden from public company record
4.) A full member of EU (since May 2004).
5.) Eurozone member since 2007. Euro is official currency.
Low tax
Cyprus has the lowest tax regime in Europe and its role as an international financial centre is greatly enhanced because it is an EU member, a Eurozone member and its tax system is in full compliance with EU and OECD requirements. The corporation tax rate is 10% on net profits. Other key advantages include:

There is no withholding tax on payment of dividends, interest and royalties by a Cyprus company to non-resident individuals or companies.
Dividend income received in Cyprus is wholly exempt from tax in Cyprus (under certain conditions).
Profits from the disposal of shares are not taxable for all Cyprus tax residents.
50% of interest received is exempted unless the interest arises in the ordinary course of business (e.g. interest on overdue debtor balances).
There is no restriction in the carry-forward of tax losses. They can be carried forward indefinitely to be set-off against future profits.
Group relief is available whereby losses from a company can be set off against taxable profits of other companies in the same group.
Reorganisations, amalgamations, mergers and acquisitions of companies can be effected without any tax implications.
Exemption from capital gains tax (except on sale of immoveable property situated in Cyprus).
No exchange control restrictions
Cyprus has 42 Double Tax Treaty agreements which apply to 40 countries and which can be exploited to minimise tax.
Confidentiality and anonymity of beneficial owners is safeguarded (true identity is only disclosed to local banks, if a local account is opened and information is not disclosed to any third party or to other countries, except in the case of properly authorized criminal investigation (drugs, terrorism, e.t.c.).

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November 15, 2019 9:42 am

The Cyprus Stock Exchange, a eurozone member exchange allows private or public companies domiciled in any jurisdiction in addition to Cyprus to issue bonds and list them on the Emerging Companies Market of the Cyprus Stock Exchange (ECM) under simplified listing rules and in record time.

Such a listing of bonds is ideal for:

Promoters who wish to raise money from other investors and are looking to operate through an approved regulatory structure,
Promoters who have lined up pension funds and other institutional investors wishing to invest in their project or company whose charter allows them to invest only in listed titles trading on recognized stock exchanges,
Companies who wish to bypass the banks and offer a better return to investors directly and by issuing their bonds, raise money
The minimum amount of the bonds that can be listed on any eurozone stock exchange, including Cyprus is EUR 200.000 per listing. The Bond Registry is maintained by the CSE in electronic format.

A Trustee will need to be appointed with a Trust agreement in place in order to protect the rights and act in the best interests of bond holders.

Once the bonds are listed, the CSE will provide the ISIN code allowing the bonds to be accessible by all professional investors using their Bloomberg or Reuters terminals. The whole listing process takes 2 weeks to complete and the fees are very reasonable.

Companies interested to list their bonds on the ECM need to maintain a CSE approved Nominated Advisor (Nomad) to handle the listing procedures. Eurivex is an approved and experienced Nomad.

Eurivex offers complete package for bond listings including finding all the professionals to make your bond issue a success.

Eurivex Contact details

Head Office Address 18 Kyriacou Matsi, Victory Tower, 1st floor, Nicosia 1082, Cyprus

Enquiries: SHAVASB@EURIVEX.COM

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November 15, 2019 9:41 am

The Emerging Companies Market of the Cyprus Stock Exchange (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 fictitious trades needed)
no maximum ownership rule and (hence no need to do illegal stock parking)
no minimum market capitalization criteria (even if value drops, no risk of de-listing)
The whole listing process takes 2 weeks to complete and the fees are very reasonable.

Using the ECM/CSE to your best advantage

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

Allow pension and other regulated funds such as UCITS to invest in your listed titles (shares or bonds) as they can only invest in listed titles trading on recognized and regulated stock exchange,
Use idle funds that need a justification to tax authorities before repatriation to home country to invest in various projects,
Have the share registry maintained electronically by the Cyprus Stock Exchange
Acquire other companies, listed or private, operating anywhere in the world either by cash or through share issue/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,
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
For new startups a public company is formed with 10-12 shareholders, all of whom can be nominees and together with a business plan and 3-year financial forecasts, then list the shares on the ECM/CSE.

Eurivex has a method to make sure that the UBO controls all the shares of the nominee shareholders, thus making sure that not even one share falls into wrong hands.

A listed company will require minimum 3 Directors, with 1 Director Executive to be responsible for the day-to-day affairs of the company. The other 2 can be non-executive directors.

All decisions are made by the Board who is answerable to shareholders once a year at the AGM.

Shareholders can vote through proxies at the AGM. The CSE maintains the Share Registry in electronic format. The CSE will also provide the ISIN code, available through Bloomberg/Reuters and closing prices are updated daily on the CSE’s web site, which is also available in English.

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

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.

Eurivex is an approved Nomad and offers complete solutions including finding the professionals to register the public company, prepare the Admission Document, pass the application through the CSE and act as the company’s Nomad offering solutions to most of your problems.

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 or the issue will be made to more than 100 investors, 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 or under 100 investors, it will do so under simplified listing procedures and by submitting the Admission Document only.

About Eurivex

Eurivex Limited is a Cyprus regulated investment firm regulated by Cyprus Securities & Exchange Commission (CySEC, # 114/10), licensed to trade in shares, bonds and forex through online trading platform. Eurivex is licensed to offer portfolio or asset management and hold client funds in safe custody.

Eurivex has also been accepted as a Nominated Advisor for listings on the Emerging Companies Market of the Cyprus Stock Exchange.

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November 15, 2019 9:40 am

Wiener Börse is Austria’s only stock exchange and also the only general commodity exchange. The only other exchanges that exist in Austria are the ones for agricultural products in Vienna, Graz and Linz-Wels.

The securities industry is regulated by the Austrian Stock Exchange Act 1989 (FLG. No. 555/1989), as amended by Federal Law Gazette I No. 60/2007

The management and operation of the stock exchange, Wiener Börse, was the responsibility of Council of the Vienna Stock Exchange (Wiener Börsekammer), which was an entity under public law, until 1998. Since April 1998, Wiener Börse has been managed by a private sector company. Wiener Börse AG has been assigned the authority to act as public agency for certain tasks (e.g. admission of securities to official listing).

The amendments to the Stock Exchange Act (SEA) of past years have changed and greatly improved the legal framework. Among others, the following areas have been amended:

The abuse of inside information (Art. 48b SEA) and market manipulation (Art. 48c) have been made a criminal offence.
Introduction of the obligation on issuers to take the suitable organizational measures to prevent the abuse of passing on of inside information ( Art. 82 par. 5 fig. 3 SEA and Compliance Decree for Issuers. The Decree is available at www.fma.gv.at
Obligation of issuers to disclose price-sensitive information (82 par. 5 SEA, more information is available at www.fma.gv.at
Greater reporting obligations with respect to changes in significant shareholdings: if the share of voting rights of securities listed on the Official Market is equal to, higher or less than 5%, 10%, 15%, 20%, 25%, 30%, 35%, 40%, 45%, 50%, 75% or 90%, this fact must be reported (Art. 91 SEA).
Obligation to prepare interim reports (Art. 87 SEA)
Opening membership and easing membership rules (trading participant) for companies from third countries (Art. 15 SEA)

Since the amendment to Federal Act, FLG I No. 60 of 31 July 2007, which entered into force on 1 November 2007, a distinction has been made between the operation of regulated markets and Multilateral Trading Systems (MTF).
A regulated market is a multilateral system operated and/or managed by a market operator in Austria or in a member state, which brings together or facilitates the matching of multiple third-party buy and sell interests in financial instruments within the system in accordance with non-discretionary rules in such a way that results in a contract in those financial instruments admitted to trading under the rules and systems of the market.

The FMA shall keep a list of regulated markets.

Regulated markets in Austria in the meaning of the Stock Exchange Act are the Official Market and the Second Regulated Market.

The operation of regulated markets in Austria shall require a license from the Financial Market Authority (FMA).

Wiener Börse AG is an exchange operating company and has a license for the operation of regulated markets.

The operation of an MTF is an investment service that requires a license from the FMA and is subject to the provisions of the Securities Supervision Act.

The operator of a regulated market shall be authorized to operate an MTF under a separate permit issued by the Financial Market Authority (see Art. 2 par. 2a SEA).

The differentiation made between the operation of regulated markets and the operation of Multilateral Trading Systems (MTF) has resulted in repeal of Article 69 Stock Exchange Act regarding the unregulated Third Market, as this market is deemed an MTF.

Wiener Börse AG as the exchange operating company operates the Multilateral Trading System as the continuation of the unregulated Third Market pursuant to Art. 69 SEA as valid prior to the entry into force of the SEA FLG. I No. 60/2007 on the basis of separate General Terms and Conditions, the “Rules for the Operation of the Third Market“, which have been prepared with the approval of the FMA.

Trading in financial instruments on the Third Market does not require any formal admission procedures to the exchange.

The requirements of the Stock Exchange Act regarding financial instruments admitted to trading on a regulated market, especially the obligations imposed on issuers, do not apply to the financial instruments traded on the Third Market as an MTF.

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November 15, 2019 9:39 am

After allocation pursuant to the Stock Exchange Act by listing segment, the security is assigned to a market according to the market segmentation of Wiener Börse. The criteria for the allocation include transparency and disclosure requirements as well as type of market making (liquidity provided by specialists and/or market makers and Capital Market Coaches).

Transparency and Disclosure Obligations by Market Segment

prime market

The companies listed on the prime market are under a contractually agreed-on obligation to comply with higher transparency, quality and disclosure criteria that go beyond the applicable provisions of the Stock Exchange Act; this helps them to achieve greater recognition among investors.

requirements for prime market

Admission according to the Stock Exchange Act

Official Market or Second Regulated Market

Stock category

Ordinary stocks

Period of existence
Three years, financial statements for the three full financial years preceding the admission

Free float of stocks

Free float higher than 25% and at least EUR 20m market cap or free float below 25% and market cap over EUR 40m

Publication of annual financial reports (audited)

( Art. 82 par 4 Austrian Stock Exchange Act) At the latest, 4 months after the end of the reporting period pursuant to the prime market rules

Publication of half-year financial reports and quarterly reports and interim reports for 1Q and 3Q according to IFRS (IAS 34)

( Art. 87 par 1 to 6 Austrian Stock Exchange Act) At the latest, 2 months after the end of the reporting period pursuant to the prime market rules

Ad hoc disclosure

Link to an electronic system (ad hoc disclosure)

Corporate events calendar

Mandatory publication two months before the start of the next financial year

Language

German and English

Austrian Code of Corporate Governance

Yearly CG statement (Art. 243b Commercial Code) incl. declaration of commitment

EU- or EEA Country: CG code acknowledged economic area

Non-EU- or EEA Country : austrian CG code obligatory

Listing Prospectus (Art. 74 Austrian Stock Exchange Act)

Disclosure on website for one year after the end of the offer period.

Document pursuant to Article 75a Austrian Stock Exchange Act

At the latest, 20 days after publication of financial statements

Changes to major holdings

Reporting thresholds 5, 10, 15, 20, 25, 30, 35, 40, 45, 50, 75 and 90% (pursuant to Art. 91 and 93 Austrian Stock Exchange Act)

Directors’ Dealings

Declaration within 5 days after the threshold of EUR 5,000 is reached

Compliance

Servicing of the Compliance-Directive, Insider-Register as well as the annual activity report

Equity options

Grant of share options, stock buybacks (pursuant to Article 93 Austrian Stock Exchange Act)

mid market

The mid market offers companies with low capital requirements the option of raising capital through the capital market. Companies have the choice of a listing on the regulated or inclusion in the Third Market (MTF). An essential feature is the function of Capital Market Coach who supports the company before and during exchange listing.

requirements for mid market

Admission according to the Stock Exchange Act

Official Market, Second Regulated Market

Third Market (MTF)

Stock category

Ordinary stocks

Ordinary stocks

Period of existence

Official Market: 3 years

Second Regulated Market: 1 years

1 year

Accounting standards

Accounting according to IFRS

National accounting standards or IFRS

Publication of annual financial reports (audited) / financial statements including status report

Annual financial reports at the latest, 4 months after the end of the reporting period pursuant to Article 82 par. 4 Austrian Stock Exchange Act

Financial statements including status report publication within 5 months after the end of the reporting period

Publication of half-year financial reports/ interim reports for the first half-year

Half-year financial report at the latest, 2 months after the end of the reporting period pursuant to Article 87 par. 1 Austrian Stock Exchange Act

Interim report for the first half year publication within 3 months after the end of the first half-year

Publication of interim reports / quarterly reports for 1Q and 3Q

Interim reports: at the latest 6 weeks after the end of the reporting period pursuant to Art. 87 par. 6 Austrian Stock Exchange Act or optionally quarterly reports: at the latest 2 months after the end of the reporting period according to IFRS(IAS 34)

No

Obligation to disclose price-sensitive information

Ad hoc disclosure

Publication of price-sensitive company information

Corporate events calendar

Yes

Yes

Language

Pursuant to Art. 85 Austrian Stock Exchange Act

German or English

Annual information talk with CMC

Yes

Yes

Document pursuant to Article 75a Austrian Stock Exchange Act

At the latest, 20 days after publication of financial statements

No

Changes to major holdings

Reporting thresholds 5, 10, 15, 20, 25, 30, 35, 40, 45, 50, 75 and 90% pursuant to Art.91 and 93 Austrian Stock Exchange Act

No

Directors’ Dealings

Declaration within 5 days after the threshold of EUR 5,000 is reached

No

Compliance

Servicing of the Compliance-Directive, Insider-Register as well as the annual activity report

No

Equity options

Grant of share options, stock buybacks (pursuant to Article 93 Austrian Stock Exchange Act)

No

Core tasks of the Capital Market Coach (CMC)

Ascertain the basic readiness of a company to go public and fitness for a listing on the SME segment
Provide consulting to the company in the pre-IPO process
Support during the admission procedures
Provide consulting and support for implementing compliance with ongoing disclosure requirements
Coaching the IR Officer within the scope of his or her capital market activities
Annual feedback discussion with respect to the development of the stock on the market (mandatory talk once a year by CMC and issuer)
Liquidity provider for auction trading

standard market

The segment standard market lists all stocks admitted to the Official Market or the Second Regulated Market that do not meet the criteria of the prime market. A listing does not require any additional transparency or disclosure obligations beyond those set out in the Stock Exchange Act.

Requirements

Admission according to the Stock Exchange Act Official Market, Second Regulated Market

Market making by market segment
Admission / Inclusion

Trading

Liquidity provider

prime market

Official Market, Second Regulated Market

Continuous trading (with opening auction, intra-day and closing auction)

Single intra-day auction (market making is possible)

mid market

Official Market, Second Regulated Market OR
Third Market (MTF)

Continuous trading or single intra-day auction (market making is obligatory)

Mandatory Capital Market Coach

standard market continuous

Official Market, Second Regulated Market

Continuous trading (with opening auction, intra-day and closing auction)

Mandatory Specialist, further market makers possible

standard market auction

Official Market, Second Regulated Market

Single intra-day auction (market making is possible)

Liquidity provider possible for the auction

other securities

Third Market (MTF)

Single intra-day auction (market making is possible

Liquidity provider possible for the auction

Third Market (MTF)

Continuous trading with an opening auction and a closing auction

Mandatory market maker

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November 15, 2019 9:38 am

The market segmentation allocates the financial instruments traded on the markets of Wiener Börse AG according to certain criteras into market segments. The market segmentation does not take into account whether financial instruments are admitted to listing on a regulated market (Official Market or Second Regulated Market) or is traded on a Multilateral Trading System (Third Market):
The prime market, the standard market and the derivatives market include only shares and certificates representing shares, and options and financial futures contracts admitted to a regulated market.
On all other market segments, financial instruments may be traded that have been admitted to trading on a regulated market as well as financial instruments traded on the Third Market in its function as an MTF.
The allocation criteria to the different market segments is determined particulary by

Markets (Official Market, Second Regulated Market, Third Market)
Type of financial instruments (shares, participation certificates, bonds, certificates etc)
More stringent reporting, quality and disclosure requirements
Liquidity Providing (Specialist, Market Maker etc.)
Trading system and type trading
The obligations of issuers stipulated by the Stock Exchange Act are not be affected by the new market segmentation.

Trading in financial instruments on the Multilateral Trading System (MTF) Third Market does not require any formal admission procedures to the exchange.

The requirements of the Austrian Stock Exchange Act refer to the admission to trading of financial instruments to a regulated market, whereas the obligations of issuers do not apply to financial instruments traded on the Third Market; however, the prohibitions of Articles 48b and 48c Austrian Stock Exchange act do apply.

Market segments
The financial instruments traded on the markets of Wiener Börse AG are grouped into the following segments: EQUITY MARKET.AT (shares), BOND MARKET.AT (bonds), DERIVATIVES MARKET.AT (derivatives), STRUCTURED PRODUCTS.AT(certificates, exchange traded funds, investment funds and warrants) and OTHER SECURITIES.AT (shares, participation certificates).

e_marktsegmentierung

Source: www.wienerborse.at

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November 15, 2019 9:36 am

As part of on-going efforts to modernize its fund framework, Cyprus introduced a new law offering more investment structuring possibilities and upgraded rules for the authorisation, on-going operations, transparency requirements and supervision of Cyprus Alternative Investment Funds (AIFs) and regulation on the role and responsibilities of their directors, custodians and external managers.

Types of AIFs:

The following items were introduced by the new AIF Law:

Common Funds, a contractual structure where investors participate as co-owners of assets
Umbrella structures with multiple investment compartments, allowing the management of different asset pools with separate investment policies and with ring-fenced assets and liabilities
Public offerings of AIF shares / units
Listing of securities issued by AIFs, increasing investor base, liquidity, marketability and transparency
Role of depositary no longer solely reserved for credit or banking institutions, but may under certain conditions be carried out by other entities

AIFs can be managed either internally (self-managed) or externally by appointing an authorized manager (depending on the type of AIF).

Alternative Investment Fund with Unlimited Number of Persons:

– may be marketed to retail, or well-informed and/or professional investors

– freely transferable investor shares

– must appoint a global custodian

– can be listed on a recognised stock exchange, and AIFs marketed to retail investors can be traded

– subject to minimum capital requirements of €125,000 or €300,000 if a self-managed fund

– may be subject to certain investment restrictions depending on the investor type and the overall investment policy

Alternative Investment Fund with Limited Number of Persons:

– may be marketed only to well-informed and/or professional investors

– cannot exceed total number of 75 investors / unit holders

– freely transferable investor shares, with the condition that their transfer does not result in the AIF having more than 75 investors

– in certain cases may not be required to appoint a custodian (If total assets of the fund are less than €5 million euro, or its equivalent in another currency, or the fund has up to 5 investors, then the requirement to appoint a custodian may be waived)

– assets under management do not exceed the thresholds of €100 million (including leverage) or €500 million (5-year lock-up period without leverage)
Any type of Investment

AIFs can invest in any type of assets (such as stocks, bonds, derivatives, real estate, private equity, shipping etc.). However, the AIF license will be assessed on the knowledge of the manager on the specified investment objectives/strategy.

Listing of AIFs

AIFs may list on recognized EU stock exchanges, which has several main advantages.

First, it helps in the promotion and marketing effort, since a listed AIF is much easier to promote and raise funds from investors.

A listed AIF will have its unique IBAN number, which will clearly identify the stock exchange where it is listed. In a number of EU stock exchanges, the AIF will need to list in euros, whereas some other EU stock exchanges allow for multi-currency listings.

The second main advantage of a listed AIF is that its share registry will be maintained by a recognized depository and institutional investors will be able to receive their shares in the AIF electronically via Clearstream, Euroclear and others.

The ease with which investors will be able to buy and sell the AIF shares is also considered as a key advantage.

Listed AIFs are required to publish their NAVs not only on their own web site, but also on the web site of the stock exchange where they are listed in addition to the announcement of critical announcements, thus ensuring added transparency for all investors.

Last but not least, an AIF which has listed at least 80% of its shares on a recognized EU stock exchange does not need to maintain and use a Custodian, something that will result in tremendous cost savings and ease of operation as the Manager will be able to make decisions much faster.

In such cases however, the AIF will need to appoint a “Market Maker” to make a price in the AIF’s shares which will not deviate more than a specified level above or below the Net Asset Value (NAV) of the AIF.

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November 15, 2019 9:30 am

The Vienna Stock Exchange, one of the oldest exchanges in the world allows private companies from most jurisdictions to issue and list their bonds on the MTF Market under simplified listing rules and conditions and at very reasonable rates.

The Multilateral Trading Facilities (MTF) are 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.

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:

There is no need to submit prospectus. Listing is done through simplified method.
A bond listing on an EU stock exchange allows the Issuer regulatory approval to sell the bonds and raise money from investors across the EU27.
Issuer secures Austrian (AT) International Securities Identification Number (ISIN).
All kinds of denominations possible.
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.
Startups without prior history can list their financial instruments.
Listing is secured on average in 2 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.

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).

Enquiries: SHAVASB@EURIVEX.COM

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Disclaimer & Regulatory information
Eurivex Ltd is a Cyprus Investment Firm, authorized and regulated by the Cyprus Securities and Exchange Commission (CySEC), License number 114/10. Company Reg. HE 255430. Headquartered and based in Cyprus, member of EU.

Risk warning: Investing in financial instruments and other derivatives involves a high degree of risk and may not be suitable to all investors. Trading in such financial instruments can result in both an increase and decrease in capital. If you invest through Eurivex Ltd, the value of investments may go down and your capital will be at risk. Eurivex Ltd operates a secondary market but there is no guarantee that all buy/sell orders will be completed at the desired prices and there is a risk that an order may not be completed in the Eurivex secondary market if there is no matching order. There is no guarantee that you will be able to exit early by selling your investment. Eurivex Ltd does not provide investment, tax or legal advice. If you are unsure about the suitability of an investment, you should speak to a financial adviser. Please refer to our Risk Warning available on our web site for further information.