Tag: cyprus stock exchange

July 14, 2016 4:11 pm

The Cyprus Stock Exchange announced the listing of a new series of Bonds of Belyrian Holdings Ltd on the Bonds Market of the CSE’s Emerging Companies Market, pursuant to Article 58(1) of the CSE Law.

Eurivex Ltd., is the Nominated Advisor of the Issuer.

Belyrian Holdings is listing a total of 700 mln bonds of USD 1 or €0.9170 nominal value. The trading of the above securities will be effected in Euro (€) and commenced on Monday, 18 July 2016. Τhe Cyprus Stock Exchange will undertake to keep the register of the above company in the CSE Central Depository/Registry.

The ISIN is CY0146550211, while the trading code is BELK.

Belyrian Holdings has previously listed $300 mln corporate bonds on the Emerging Companies Market of the CSE under the trading code BELY.

Eurivex, a licensed CSE Custodian Firm is holding both bond issues totaling USD 1 bln under its Custody.

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July 14, 2016 3:00 pm

The Cyprus Stock Exchange announced the listing of 1 mln Performance Linked Notes of AvandPlus PLC on the Bonds Market of the CSE Emerging Companies Market of a nominal value of €1 at a listing price of €1, pursuant to Article 58(1) of the CSE Law.

Eurivex Ltd., is the Nominated Advisor of the Issuer.

AvandPlus PLC was incorporated as a Special Purpose Vehicle aimed at facilitating investments in financial instruments issued by banks.

The trading of the above securities commenced on Monday, 18 July 2016. Τhe Cyprus Stock Exchange will undertake to keep the register of the above company in the CSE Central Depository/Registry.

The ISIN is CY0146580911 and the trading code is APUSD.

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July 13, 2016 4:06 pm

The Cyprus Stock Exchange announced the listing of 1 mln Performance Linked Notes of Goldman & Partners Ltd on the Bonds Market of the CSE Emerging Companies Market of a nominal value of €1 at a listing price of €1, pursuant to Article 58(1) of the CSE Law.

Eurivex Ltd., is the Nominated Advisor of the Issuer.

Goldman & Partners Ltd has requested approval to list up to 100.000.000 Performance Linked Notes of a nominal value of €1 with a maturity date of 1 April 2026 and to initially list 1.000.000 Performance Linked Notes.

Goldman & Partners Ltd was incorporated as a Special Purpose Vehicle with the purpose of facilitating investments in private investment funds, venture capital and investments in distressed assets aimed at achieving a higher yield compared to the average bank fixed deposits interest rate.

The trading of the above securities commenced on Monday, 18 July 2016. Τhe Cyprus Stock Exchange will undertake to keep the register of the above company in the CSE Central Depository/Registry.

The ISIN is CY0146492216 and the trading code is GNPN.

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December 22, 2015 9:10 am

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.

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October 9, 2015 3:56 pm

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.

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October 8, 2015 3:59 pm

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).

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November 11, 2013 5:46 pm

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.

Prospectus

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.

Registry

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 (www.eurivex.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.

Very competitive

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.)

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September 13, 2013 5:39 pm

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.

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November 3, 2011 5:44 pm

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:

  • 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 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

Basic Documents

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:

  • Original or Apostile Certificate of Incorporation
  • Original or Apostile Share Capital certificate
  • Original or Apostile list of Shareholders
  • Original or Apostile list of Directors
  • Original or Apostile Registered Address

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

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.

Other officers

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

The company also needs to have 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.

IPO

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.

Trustee

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.

Admission Document

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

  • Company history
  • List of major shareholders
  • List of directors
  • List of officers
  • Terms of the bond issue
  • 2-year prior history for existing companies or
  • 3-year forward looking financial projections for new companies
  • Reason why company is seeking a listing of its bonds on ECM
  • Future plans, including business plan with details about use of funds
  • Risk analysis and risk warnings.

Requirements for a successful listing

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

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

Reporting requirements

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:

  • Company needs to prepare and submit its Audited accounts within 4 months after financial year-end
  • Company needs to submit its first half management accounts (not audited) 2 months after end of first half
  • All Corporate action including notification for holing AGM/EGM, the results of the AGM/EGM, bonus share issues, mergers and acquisitions, changes in Directors, major shareholder transactions and announcements that will have a major impact on the bond price will need to be notified to the CSE
  • Company needs to pay its dues and obligations to CSE, its Nomad and other Cyprus professionals on time and without delay.
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October 27, 2011 5:53 pm

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.

LINK HERE

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.

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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.