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.
The biggest advantages for listing in MTF Markets are:
TYPES OF BONDS
The Vienna Stock Exchange allows for most types of bond listings including:
*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.
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.
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. – eurivexstage.mystagingwebsite.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.
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.
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.
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).
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:
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 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)
The Cyprus Stock Exchange offers Issuers from any jurisdiction the opportunity to seek a fast-track dual listing on the London Stock Exchange, Frankfurt Stock Exchange and other EU stock exchanges provided the listing is done on the Main Market of the CSE.
Despite all the problems encountered by Cyprus’ banking sector and the negative publicity generated after the island was rescued by the EC/ECB and the IMF, Cyprus continues to remain an attractive jurisdiction in the eurozone, offering flexible structures and a very pro-business culture ready to accommodate entrepreneurs from around the globe.
The Cyprus Stock Exchange (CSE) operates three regulated market segments of Main, Parallel and Alternative as well as a market segment for Bonds in addition to the MTF Market, which is locally referred to as the Emerging Companies Market (www.cse.com.cy).
The main difference between the various market segments is the minimum capitalization rule, the number of years for which audited accounts should be presented, the minimum public float and degree of implementation of the corporate governance code.
In order to apply to list on the regulated market segments of the Cyprus Stock Exchange (CSE), an Issuer or the applying company first needs to submit its prospectus for the listing to the Cyprus Securities & Exchange Commission (CySEC), after which the Issuer then applies to list on the CSE. The examination and approval of the Prospectus may well take 3 months, while the listing process takes about a month to complete.
Under the EU single-passporting rules, a prospectus approved by CySEC is eligible to be used and circulated in other EU member states subject to minor formalities, which essentially means that an Issuer whose prospectus has been approved by CySEC and is listed on the regulated market segment of the CSE may apply for a dual listing on other major EU stock exchanges such as London Stock Exchange, Frankfurt Stock Exchange, Vienna Stock Exchange, Berlin Stock Exchange, Warsaw Stock Exchange and all other EU member state stock exchanges.
Main vs. Alternative
A number of EU stock exchanges however differentiate a listing on the Main market segment of the CSE to a listing on the regulated Alternative market segment or even the Bond market segment.
So while the HM Customs and Excise in the UK approves an Issuer which lists on the regulated bond market segment of the Cyprus Stock Exchange, the London Stock Exchange or the Frankfurt Stock Exchange may not allow an Issuer which has listed on the Alternative market segment to apply for a dual listing because such an Issuer will not meet the minimum criteria.
This mainly refers to the minimum market capitalization, but more so to the minimum public float, whereby at least 25% of the share capital is held by the wider public.
Main Market listing requirements
An Issuer should have at least EUR 15 mln market capitalization and equity capital exceeding EUR 8.5 mln on listing, otherwise, it should have for each one of the two years prior to listing an equity capital exceeding EUR 13.6 mln.
At least 25% of the shares proposed for listing should be held by the wider public and by at least 1000 natural or legal persons and no shareholder alone as well as all the major shareholders together should not control directly or indirectly a percentage equal to or greater than 75%.
The Issuer should apply the Corporate Governance code, and hence appoint various internal committees such as remuneration, risk, etc.
The Issuer should present audited accounts prepared according to IFRS for at least 4 years prior to listing with a positive net worth for the year prior to listing, and profits for at least two out of three years or three out of five years prior to listing, although the CSE Council may make exemptions.
The minimum value of the shares is EUR 0.26 per share.
Alternative Market listing requirements
An Issuer should have at least EUR 1 mln market cap or equity capital exceeding EUR 1 mln for each one of the two years prior to listing with at least 10% of the proposed shares held by the wider public and by at least 100 natural or legal persons. No shareholder should hold more than 90% of the capital of the company.
The Issuer does not need to apply the Corporate Governance code.
The Issuer should present audited accounts prepared according to IFRS for at least 2 years prior to listing, even though the CSE Council may make exemptions.
For both market segments, Issuers need to employ a Compliance /CSE liason officer, a task which can be outsourced to a professional firm.
Non-Cypriot companies from other jurisdictions are welcome to apply and list on the CSE.
One of the key advantages of listing on the CSE –all market segments including the MTF Emerging Companies Market is that the registry is fully dematerialised and ready for delivery to Clearstream, Euroclear or Crest (UK, Ireland only) via a specialist firm such as Eurivex Ltd (eurivexstage.mystagingwebsite.com), who have the expertise and knowhow to handle the preparation and submission of the prospectus, completing the listing application and thereafter handling the share registry in the Cyprus CSD Depository on behalf of the Issuers.
The handling and delivery of the registry is a complicated issue that is best entrusted to specialist firms such as Eurivex to handle, both to speed up the process and contain costs.
In today’s competitive environment, price is also important, and here as well, Cyprus has the competitive edge, both with respect to the fees that Issuers need to pay to the regulator to examine the Prospectus as well as the listing fees to the CSE and the fees for the Listing Agent.
A listing on the CSE is estimated to cost one third to one quarter of the cost compared to other EU stock exchanges in addition to the fast and flexible approach of the CSE.
(About the author- Shavasb Bohdjalian ([email protected]) is a certified Investment Advisor and CEO of Eurivex Ltd., a Cyprus Investment Firm, authorized and regulated by CySEC, license #114/10. Eurivex is approved by the Cyprus Stock Exchange as Nominated Advisor for listings on the Emerging Companies Market and is a specialist Listing and Paying Agent for listings on the Vienna Stock Exchange. The views expressed above are personal and do not bind the company and are subject to change without notice.)
The Cyprus Stock Exchange (CSE) announced that it has accepted the listing on its Emerging Companies Market of 100 shares of nominal value €260 of “Vireta Investments Plc” with a listing price of €260.
Eurivex, a Cyprus Investment Firm, regulated by CySEC is the company’s Nominated Advisor and guided the company to its successful listing.
The objective of Vireta is to create value from the acquisition of companies in retail trade and distribution sectors based in Eastern Europe. The trading of the above securities will commence on September 16, 2013 and the Cyprus Stock Exchange will undertake the maintenance of the above Registry in the Central Depository/Registry of the CSE.
The Greek and English code of the shares is ΒΙΡΕ/ VIRE respectively, while the ISIN Code will be CY0103680217.
Mainer Investment Limited has successfully listed its bonds on the MTF Market of the Vienna Stock Exchange with the objective of raising funds to finance ambitious investment and industrial projects in Russia.
Mainer Investment Limited (Mainer) received regulatory permission to list up to USD 500 mln of its 2012-2020 bonds on the Multilateral Trading Facility (MTF) Market of the Vienna Stock Exchange.
The listing commenced on March 4, 2013. The Mainer bonds (ISIN-AT0000A0ZBC1) are floating, at 6.5% spread over 6 month LIBOR. The rate for the first period ending 30th June 2013 is 7% with the accrued interest paid every six months. The bonds are held at Central Securities Depository (CSD) of the Oesterreichische Kontrollbank (OeKB).
Eurivex Ltd, a Cyprus based regulated EU Investment Firm is the Paying and Listing Agent.
The Bond issue is backed and secured by Mainer’s own assets.
PROJECTS IN RUSSIA
Mainer is using its strong balance sheet to raise funds in order to invest in two ambitious projects in Russia, said Chairman of the Board and one of the co-founders of the company, Oleg Vlasov.
Dmitry Pavlov and Evgeny Korotaev are the other two executive members of the Board of Mainer.
“Mainer will invest up to $400 mln from the bond proceeds to fund the purchasing equipment for reconstruction of oil refineries of Rosneft, Russia’s leading extraction and refinement company,” said Vlasov, clarifying that the project is to provide purchasing of main equipment for reconstruction of oil refineries of Rosneft to make outgoing gasoline in higher quality level and worldwide standards Euro4, Euro5.
“The project value is in excess of $400 mln based on signed contracts between the parties to the agreement,” said Finance Director Korotaev, adding that Mainer is essentially acting as the financing company providing funds for the completion of the project, which may be done in stages, effectively reducing the investment risk.
Mainer will also gradually invest $100 mln from the bond proceeds to fund the construction of an automated parking system in Moscow and other Russian cities in cooperation with A-Finance Ltd and Hanwha Group (South Korea).
All investment projects undertaken by Mainer have been professionally verified backed by feasibility studies proving their financial viability based on firm commitments and signed agreements to achieve the intended results in the nearest future.
Faced with the stark reality that securing a loan from the bank for established businesses will be very difficult during 2013 while next to impossible for startup companies, many entrepreneurs should consider bypassing the banks and approaching investors directly.
The most cost effective way to raise money for startups is to consider the formation of a public company and then list the shares on a stock market, after which Issuers will be able to legally and within the provisions of the capital market rules to raise funds for their projects.
While many stock exchanges require a minimum of 2 years pre-history, the Cyprus Stock Exchange allows for startups to list on its Emerging Companies Market, which is the equivalent of a Multilateral Trading Facility (MTF Market) under simplified rules and provided they submit a detailed business plan and 3-year financial forecasts.
MTF Markets are springing up across the EU as part of the MiFID to break up the monopolies of stock exchanges and encourage competition. In the MTF Market of the Cyprus Stock Exchange (CSE), there is no need to submit a prospectus since listing is done via Admission Document. The listing process can be completed within a month.
Other main advantages of the MTF Market is that there is no daily volume requirement, there is no maximum ownership rule, which means the beneficial owner can legally hold 100% of the share capital through related parties or nominees. There is no minimum market capitalization rule, which means even a EUR 26.000 worth company can list. Also importantly the continuous obligations after listing are minimal.
“I refer to the MTF Market as – Lite Exchange – where an Issuer enjoys simplified listing rules while operating as if it was a private entity” said Shavasb Bohdjalian, CEO of Eurivex, a Cyprus Investment Firm and approved by the CSE to act as Nominated Advisor and one of the most active advisors for new listings on the MTF Market of the CSE in 2012.
After the company is listed on the ECM/CSE, it can use its ISIN to publicize its listing on a recognized EU stock exchange which is a eurozone member and raise funds through private placements for further expansion of the business.
The fund raising success depends on:
– The fundamentals of the company,
– Company track record with respect to profitability – balance sheet size and quality of assets
– Management team, board of directors, company executives
– An independent and qualified firm conducting due diligence to confirm existence of assets, claimed operations
– Current business plan
– How the proceeds of the new issue will be used – in what project, what investment return
– Future plans
– What contingency plans management has in place in the event that there is slowdown in economic activity or an unforeseen development causes losses at the company.
The most effective ways to raise funds is to organize investor road-shows where presentations can be made to a group of investors or through one-on-one presentations to institutional investors. Other means include organising Media and Internet promotion campaigns through popular sites and social media, do SEO of the Company’s web site and blogs as well through agents who can drum up interest against a fixed or variable commission on funds raised.
(Shavasb Bohdjalian is an approved Investment Advisor and CEO of Eurivex Ltd., a Cyprus Investment Firm, authorized and regulated by CySEC, license #114/10, licensed to trade in forex, offer portfolio management services and hold client funds. Eurivex is also an approved Nominated Adviser for listings on the Emerging Companies Market of the Cyprus Stock Exchange. The views expressed above are personal and do not bind the company and are subject to change without notice. Investing in markets and trading on leverage is highly risky and it may not be suitable to all investors since it carries a high degree of risk and you can lose more than your initial investment)
Eurivex, a regulated Cyprus investment firm is an approved Nomad for listings on the Emerging Companies Market of the Cyprus Stock Exchange (ECM) under simplified listing rules.
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 ECM of the CSE in record time.
Such a listing of bonds is ideal for:
The ECM is very similar to what the AIM is for the London Stock Exchange with the added advantage that it’s a Multilateral Trading Facility (MTF) as defined by the EU’s Markets for Financial Instruments Directive (MiFID) and operated by an EU regulated stock exchange which the Cyprus Stock Exchange is.
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 can also handle the documentation for buying and selling of the bonds to be transacted on the CSE, which means the promoter or the company can find the buyers and sellers for its bonds and then leave the paperwork to Eurivex to complete.
Eurivex offers complete package for bond listings including finding all the professionals to make your bond issue a success.
Procedures to list the bonds
A legal entity, based in any jurisdiction is eligible to issue and then list its bonds on the ECM.
Such a legal entity will need to provide the following documents:
Companies should also provide a copy of their latest utility bill as proof of address.
2 year history or 3 year business plan
Existing companies may list their bonds based on their prior 2 year history, providing audited accounts based on according to International Accounting Standards. For newly setup companies, they may list the bonds based on forward looking business plan with financial projections for next 3 years with reasonable justification. cpr certification
Major shareholders of private or public companies will have to provide their identity details (copy of passport or Identity card in case of EU nationals) as well as most recent utility bill copy as proof of address.
When shareholders are legal entities, full corporate documents as above are required.
All information provided will be open for public scrutiny. The CSE however allows the appointment of nominee shareholders and directors.
Board of Directors
The CV, educational and business background of all directors in addition to their basic identification and proof of address documents will need to be provided to the CSE. The information 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.
The company also needs to have a Trustee, registered office, legal advisor, auditor, and reveal the banks where it has a relationship.
Private placement of bonds
The Issuer can issue its bonds privately through a private placement and then list the bonds on the ECM of the CSE provided the minimum listing size is EUR 200.000, which is the minimum set for all eurozone stock exchanges.
The Issuer can complete the procedures for a bond listing for larger amounts and thereafter list the bonds in increments of EUR 200.000.
If the company wishes to hold an Initial Public Offering (IPO) after its application is approved, then it may do so but up to EUR 2.4 mln under simplified procedures.
If the amount of the IPO is above EUR 2.4 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 2.4 mln, it will do so under simplified listing procedures and by submitting its Admission Document only.
A trustee will need to be appointed and a Trust agreement signed between the Issuer and the Trustee.
The Trustee can be a lawyer or Trust Company based anywhere with the Trust agreement allowed to apply to any jurisdiction.
The Admission Document is prepared by the approved Nomad in cooperation with the client and includes details about the following:
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.
All companies that have listed securities on the ECM are 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:
Eurivex is the Nomad of Wargaming, listing on CSE’s Emerging Companies Market.
The CSE Council announced that pursuant to Article 58(1) of the CSE Law, it has accepted the listing of 3,400,000 shares of nominal value €0.10 of “Wargaming Public Co Ltd” in the Emerging Companies Market. The issuer is exclusively responsible for distribution rights of the internet game “World of Tanks”, as well as other games that are under development.
The trading of the Guaranteed Bonds will commence on November 2, 2011 and the CSE will undertake the observance of the above registry in the Central Depository/Registry.
The English and Greek trading code is ΓΚ/ WG respectively, while their ISIN Code is CY0102200710.