…with access to the secondary market

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

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

MAIN ADVANTAGES FOR ISSUERS

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

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

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

SPECIAL OFFER

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

The price excludes stock exchange and custodian fees.

ABOUT EURIVEX

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

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

Secondary Market

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

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

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

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

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.