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

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

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

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

Here are the simple steps to follow:

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

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

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

Price includes:

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

…with access to the secondary market

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

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

MAIN ADVANTAGES FOR ISSUERS

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

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

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

SPECIAL OFFER

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

The price excludes stock exchange and custodian fees.

ABOUT EURIVEX

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

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

Secondary Market

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

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

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

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

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).