Listings
Euronext Dublin (formerly the Irish Stock Exchange) has been in existence for over 200 years. Its commercial approach to listing debt securities has contributed to ensuring a high standard of regulation and an efficient listing process.
Ireland is an EU Member State and Euronext Dublin is, therefore, a recognised EU stock exchange.
In 1999, Euronext Dublin implemented a regime for listing specialist debt securities and has subsequently emerged as one of the leading European stock exchanges for the listing of debt securities, including:
- All Asset Backed Securities (ABS)
- Covered Bonds
- Debt Securities
- Derivative Securities
- Exchange Traded Commodities (ETCs)
- Global Collateralised Note Programmes
- Global Depositary Notes (GDNs)
- Green Bonds
- High Yield Bonds
- Loan Participation Notes (LPNs)
- Medium Term Notes (MTNs)
- Sovereign Issuances
- Structured Finance Securities
- Sukuks
- Whole Business Securitisation Programmes
Euronext Dublin’s listing rules together with its pragmatic approach has led to its phenomenal success and has resulted in it becoming one of the most popular European stock exchanges on which to list.
Euronext Dublin is a member of the Federation of European Stock Exchanges (www.fese.be) and is regulated by the Central Bank of Ireland (CBI).
WHY LIST ON EURONEXT DUBLIN?
From listing 200 securities in 2000, the debt listing business has grown to currently listing over 40,000 debt securities, from over 100 jurisdictions around the world.
Issuers, arrangers and law firms need certainty and consistency when choosing a listing jurisdiction. The following factors have led to Euronext Dublin’s sustained success:
- Experience/specialist product knowledge – Euronext Dublin and the CBI have a dedicated, technically proficient team and a policy of senior involvement in all deals.
- Consistent application of a comprehensive set of listing rules – all structural comments are addressed up front, with no surprise comments at the end.
- Timing – Euronext Dublin and the CBI guarantee and commit to comments within an aggressive timetable. See below for more detail on timing.
- A streamlined user-friendly listing process that combines a high level of technical knowledge and the commercial approach necessary to respond to the most complex and sophisticated transactions.
- Competitive fees – listing fees are transparent and cost effective.
- Choice of markets – issuers can list debt securities on the regulated market of Euronext Dublin (an EU regulated market) (the Regulated Market) or the Global Exchange Market (GEM), (which is not an EU regulated market).
ADVANTAGES OF LISTING ON EURONEXT DUBLIN
There are many reasons for obtaining a listing for specialist debt securities on Euronext Dublin.
- Investor requirements: One of the most important reasons is to facilitate institutional investors, many of which are required to hold at least 90% of their investments in listed securities. With only 10% of their funds available for investment in unlisted securities they are unlikely to invest in securities if listing is not sought. Listed securities will therefore be in demand.
- Marketing: Particularly with respect to eurobonds and MTNs, listing can help liquidity therefore creating a better market.
- Passporting to Europe: Issuers approved on the Regulated Market and under the EU Prospectus Regulation, can offer their securities to the public in certain other EEA states. The Irish approved prospectus can be used for admission to listing on other EEA regulated markets.
- Reputable Market: A listing on a long established, recognised and reputable stock exchange can raise the status of the securities and provide a very valuable marketing tool.
- Tax Advantages: A listing will assist in ensuring that interest can be paid without any withholding tax by relying on the ‘quoted eurobond exemption’.
- ECB eligibility: To be eligible as collateral for Eurosystem credit operations, marketable assets must comply with certain eligibility criteria, including debt instruments which must be admitted to trading on an EU-regulated or acceptable non-regulated market. Both the Regulated Market and the GEM suffice in this regard.
LISTING AGENT
To apply for the admission to trading of any specialist debt security on Euronext Dublin, the issuer must appoint a listing agent which is registered with Euronext Dublin. A listing agent is responsible for ensuring that the issuer is guided and advised on their application and is responsible for all communications with the CBI and Euronext Dublin with regard to the relevant annexes under the EU Prospectus Regulation framework or the GEM Listing Rules, the listing process and all post-listing obligations that may apply.
PROSPECTUS REGULATION
The EU Prospectus Regulation applies to prospectuses where securities are being offered to the public in the EU and/or traded on an EU regulated market. For securities to be admitted to trading on a regulated market in an EEA country, this must be done by way of a prospectus. The prospectus must be approved by the competent authority in the Member State in which the issuer chooses to apply for admission to trading. In Ireland, the competent authority is the CBI.
CHOICE OF MARKETS FOR LISTING
Euronext Dublin operates two markets for listing debt securities. Issuers can opt to list debt securities on either the Regulated Market or the GEM.
Regulated Market: The Regulated Market complies with the requirements of European law in relation to securities listed and admitted to trading on the Regulated Market including the EU Prospectus Regulation, the EU Market Abuse Regulation and the Transparency Directive. It is recognised as a leading European regulated market for the listing of debt securities and it is the market of choice for many issuers. There are over 100 jurisdictions presently listed on the Regulated Market.
GEM: The GEM is a multilateral trading facility (MTF) and is the exchange-regulated market of Euronext Dublin. GEM does not fall within the scope of the EU regulated markets as defined in the MiFID II framework and therefore the requirements of the EU Prospectus Regulation and the Transparency Directive do not apply. GEM listed issuers must comply with the requirements of the EU Market Abuse Regulation. GEM offers a greater degree of flexibility than can be afforded to issuers choosing the Regulated Market and is seen as a viable alternative to issuers who may not be in a position to meet the requirements of the EU Prospectus Regulation.
In addition, GEM offers more competitive timeframes and efficiency for reviews and the same high standards of review as the Regulated Market. Securities listed on GEM are considered to be “quoted on a recognised stock exchange”.
APPLICATION PROCESS
Regulated Market:
When seeking approval on the Regulated Market, document review and approval is conducted by both the CBI and Euronext Dublin and both processes run concurrently.
For admission to trading on the Regulated Market, the issuer must prepare and submit a prospectus to the CBI and Euronext Dublin. The prospectus must comply with the requirements of the EU Prospectus Regulation (and related Level 2 regulations), the EU Market Abuse Regulation and the Central Bank (Investment Market Conduct) Rules 2019. The Issuer must also comply with the Euronext Rule Book I: Harmonised Rules and Euronext Dublin Rule Book II: Listing Rules which set out the Regulated Market’s conditions for listing.
The CBI, as competent authority, reviews the prospectus against the relevant annexes under the EU Prospectus Regulation framework and Euronext Dublin is responsible for ensuring that the prospectus document complies with their listing conditions.
GEM Market:
When seeking approval on GEM, the document review and approval are conducted by Euronext Dublin only.
The GEM is an exchange regulated market and an MTF under the MiFID II framework.
For admission to trading on GEM, the issuer must prepare and submit listing particulars to Euronext Dublin. The listing particulars falls outside of the requirements of the EU Prospectus Regulation (and related Level 2 regulations) and must only comply with Euronext Dublin’s GEM Listing and Admission to Trading Rules.
Arthur Cox Listing
If there is any doubt as regards the suitability of a transaction for listing, Arthur Cox Listing will liaise with the CBI and Euronext Dublin prior to formal submission, if required. Once the process is started, Arthur Cox Listing is responsible for all communication with the CBI/Euronext Dublin and ensuring an efficient listing process.
A draft version of the document must be submitted, via Arthur Cox Listing to the CBI and/or Euronext Dublin in electronic format, annotated against the relevant annexes from the EU Prospectus Regulation framework, the Euronext Rulebooks and/or the GEM Listing and Admission to Trading Rules.
Arthur Cox Listing will review and take care of all annotations and complete the necessary checklists prior to an initial submission being made to the CBI/Euronext Dublin.
At final approval stage, the CBI and Euronext Dublin require certain support documents to be submitted. Arthur Cox Listing will prepare these support documents and arrange for their execution prior to the document being submitted for final approval.
ARTHUR COX LISTING SERVICES LIMITED
Arthur Cox provides listing services through Arthur Cox Listing Services Limited (Arthur Cox Listing), which is headed up by Helen Berrill, formerly Head of Structured Products Listing at Euronext Dublin. Helen was responsible for establishing and expanding the successful Structured Products listing team and also played an instrumental role in establishing the efficient review process which has been a key element in Euronext Dublin’s success in this area.
Arthur Cox LLP’s reputation is founded on proven professional skills, a thorough understanding of our clients’ requirements with an emphasis on sound judgment and a practical approach to solving issues.
The dedicated team of listing executives at Arthur Cox Listing provide the same level of service and are subject to the same high standards as lawyers in the firm.
Arthur Cox Listing is a registered listing agent of Euronext Dublin. Helen is also a member of the Rules Committee of Euronext Dublin and the Irish Debt Securities Association.
Arthur Cox Listing also provide listing services for debt securities in the following locations:
- Luxembourg - Luxembourg Stock Exchange: On the Regulated Market and Euro MTF
- Vienna - Wiener Boerse - The Vienna Multi Trading Facility (Vienna MTF)
- United Kingdom - London Stock Exchange - International Securities Market (ISM)
- Guernsey - The International Stock Exchange (TISE)
Why Arthur Cox Listing Services?
Helen Berrill
In her previous role as Head of Structured Products listing at Euronext Dublin, Helen helped draft the initial building blocks for the wholesale debt regime under the EU Prospectus Directive. Together with her experience at Euronext Dublin, Helen has an unrivalled knowledge of the EU Prospectus Regulation (and related Level 2 regulations), the GEM Listing and Admission to Trading Rules and the procedures of the CBI and Euronext Dublin and can pre-empt issues which may cause concern to the CBI or Euronext Dublin. Through her experience of acting as a regulator and her understanding of the issues important to the officers at Euronext Dublin, Helen and the listing team at Arthur Cox Listing provide real added value to the listing service.
Experienced Team
Through Helen’s experience of acting as regulator at Euronext Dublin, the expert team of dedicated, experienced and professional listing executives at Arthur Cox Listings have an unrivalled knowledge of Euronext Dublin’s Listing Rules. We can provide real added value to the listing of debt securities as we can pre-empt issues that may cause concern to the executives at Euronext Dublin and CBI. The team of listing executives are actively involved in the listing of a variety of debt securities on both markets. Our aim is to ensure a smooth and efficient listing process for our clients and we strive to provide a streamlined process at all times. We pride ourselves on providing added value to the listing process in Ireland.
Experience in Structured Products and Debt Capital Markets
Helen works closely with Cormac Kissane, Glenn Butt, Aiden Small, Phil Cody and Aisling Kelly, Arthur Cox’s market-leading Capital Markets partners. This team has extensive experience of the structures and products which are suitable for listing.
Professional Service
We prioritise the efficiency and timeliness of the listing service and ensure to minimise the time required to complete the process by the client. Our listing team are committed to providing an efficient and flawless listing service for new and existing clients
We understand that promoters and arrangers need certainty on timing and that listing should not be a leading consideration in the timetable to launch.
We have acted on many transactions - from plain vanilla transactions to synthetics to whole business securitisations, repackagings, CDOs, CLOs, Green Bonds, High Yields, Sukuks, LPNs, CMBS, straight debt, REITs, Sovereign issuances, Exchange Traded Commodities (ETCs), Catastrophe Bonds and other structured products.
We also act as listing agent for a large number of active issuers seeking approval of their programmes in Ireland. We have a dedicated team who solely take care of the submission of final terms, in the relevant listing venues, which allows us to ensure we can provide efficient and time critical services to our clients.
We have a worldwide client base covering Europe, United States, Canada, Scandinavia, Australia, Asia, Turkey, Latin America, Africa and the Middle East.