Last Updated March 05, 2019

Law and Practice

Contributed By Walkers

Authors



Walkers is a global firm with ten substantive offices around the world. Its transactions often involve Cayman Islands, British Virgin Islands, Bermuda, Jersey and/or Guernsey legal matters, and it provides an integrated service to clients across its offices, legal systems and time zones. The finance and capital markets group in Ireland comprises a team of 23, including two listing agents. The group also includes four tax-advisers (including two tax partners) who support a number of practice areas and 16 dedicated capital markets fee-earners who spend the vast majority of their time advising on debt capital markets activity. In addition, the team works with asset finance, corporate, real estate and investment funds teams on multi-disciplinary, cross-border mandates. It is one of the largest dedicated debt capital markets teams in Ireland. The firm was a founding member of the Irish Debt Securities Association (IDSA) and sits on the Executive Council and Legal, Tax, CSP and Listing Sub-committees.

Euronext Listed Deals

Listing debt securities on Euronext involves a dual submission process to Euronext Dublin and the CBI (as competent authority for the review and approval of a prospectus in Ireland).

Initial Submission

The initial submission to Euronext Dublin and the CBI should be made electronically and in the case of the initial submission to:

  • Euronext Dublin, should include:

(i) a copy of the draft prospectus;

(ii) in the case of a new applicant, a checklist setting out how the conditions for listing have been met; and

(iii) documentation to enable Euronext Dublin to identify and verify the identity of an applicant or listed issuer and its beneficial owner(s), where appropriate.

  • the CBI, should include:

(i)       a copy of the draft prospectus in electronic form (annotated in the margin and/or accompanied by the appropriate checklist (which mirror the annexes to the Prospectus Regulation) and should be in compliance with the relevant requirements of Irish and EU prospectus law);

(ii) a draft non-applicable letter;

(iii) whenever possible, black lines showing changes which have been made against a prospectus previously approved by the CBI; and

(iv) the draft Debt Submission Template.

The CBI and Euronext Dublin offer guaranteed turnaround times and comments on the draft prospectus will be returned within three business days of the initial submission.

Subsequent Submissions

Any comments raised by the CBI or Euronext Dublin should be addressed in subsequent submissions. Subsequent submissions should include:

  • a revised draft of the prospectus together with a mark-up against the previous version submitted to Euronext Dublin and the CBI;
  • replies to any comments raised by Euronext Dublin and/or the CBI;
  • the updated Debt Submission Template (CBI only); and
  • the updated draft non-applicable letter (CBI only).

The CBI and Euronext Dublin offer guaranteed turnaround times and comments will be returned on each subsequent submission of the draft prospectus within two business days of each such submission.

The timeline to obtaining final approval for a prospectus will vary depending on a number of factors including:

  • the level of completeness of the initial draft of the prospectus;
  • the complexity of the securities;
  • any issues arising in relation to compliance with the provisions of Irish and EU prospectus law, the ESMA Recommendations for the consistent implantation of the Prospectus Regulation and the ESMA Q&A - Prospectuses;
  • the time taken by the relevant person to respond to comments issued on each draft of the prospectus and the extent to which comments are adequately addressed in subsequent drafts of the prospectus; and
  • the extent to which substantive new text is inserted into second and subsequent drafts of the prospectus.

Approval Submission

Once a prospectus is in final form then the following should be submitted to:

  • Euronext Dublin before 10 am (GMT) on the approval date:

(i) final prospectus;

(ii) final replies to Euronext Dublin comments;

(iii) any Euronext Dublin supporting documentation; and

(iv) confirmation of payment of Euronext Dublin fees.

  • the CBI before 10 am (GMT) on the approval date:

(i)       final prospectus;

(ii) final non-applicable letter;

(iii) final replies to any CBI comments;

(iv) any CBI supporting documentation; and

(v) confirmation of payment of CBI fees.

Upon approval of the final prospectus, the CBI will notify the applicant and Euronext Dublin. Following receipt of notification from the CBI, Euronext Dublin will then confirm its approval of the prospectus and proceed to list the debt securities and admit them to trading.

Generally speaking, repeat standalone submissions will require fewer submissions to the CBI and Euronext Dublin and this typically leads to a shorter approval process.

In the context of Euronext listed debt issuance programmes where the base prospectus is approved, final terms need only be submitted to Euronext Dublin for approval before 2.00 pm (GMT) one business day prior to listing. While final terms in respect of debt securities listed on Euronext do not require to be approved by the CBI, they should be filed with the CBI no later than five business days after the earlier of the date of the offer or the date the securities are admitted to trading. Final terms may only contain information relating to the securities note and may not be used to supplement a base prospectus.

Where debt is issued under a programme using the securities note route or the drawdown prospectus route then the submission and approval timelines outlined above for a prospectus will apply. Once approved, a securities note, together with the registration document, will constitute a prospectus. 

There is also a shorter approval process for short-term commercial paper offerings.

GEM Listed Deals

As with Euronext listed deals, Euronext Dublin offers guaranteed turnaround times for GEM listed deals. As the GEM is not a regulated market for the purposes of the Prospectus Regulations, no approval by the CBI is required.

Euronext Dublin will provide comments on the initial submission of the listing particulars within three business days of the first submission. Comments on subsequent submissions of the Listing Particulars will be provided within two business days of each subsequent submission. As with the approval of a prospectus, the level of completeness of the initial draft of the offering circular, the complexity of the underlying debt securities and a number of other factors will determine the number of subsequent submission of the listing particulars to Euronext Dublin and ultimately the timelines to final approval.

Approval Submission

Once a listing particulars is in final form then the following should be submitted to Eurnonext before 2:00 pm (GMT) on the approval date:

  • final listing particulars;
  • final non-applicable letter;
  • comment sheet (clear of comment);
  • any Euronext Dublin supporting documentation; and
  • confirmation of payment of Euronext Dublin fees.

Once Euronext Dublin approves the listing particulars, confirmation of approval, listing and admission to trading will be sent to the applicant or its agent (as applicable).

Generally speaking, repeat standalone submissions will require fewer submissions to Euronext Dublin and this typically leads to a shorter approval process.

In the context of a debt issuance programme where the base listing particulars is approved, final pricing supplements need only be submitted to Euronext Dublin for approval before 2.00 pm (GMT) one business day prior to listing.

There is also a shorter approval process for short-term commercial paper offerings.

Walkers Global

The Exchange,
George's Dock, IFSC,
Dublin 1,
Ireland

+353 1 470 6600

+353 1 470 6601

info@walkersglobal.com www.walkersglobal.com
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Authors



Walkers is a global firm with ten substantive offices around the world. Its transactions often involve Cayman Islands, British Virgin Islands, Bermuda, Jersey and/or Guernsey legal matters, and it provides an integrated service to clients across its offices, legal systems and time zones. The finance and capital markets group in Ireland comprises a team of 23, including two listing agents. The group also includes four tax-advisers (including two tax partners) who support a number of practice areas and 16 dedicated capital markets fee-earners who spend the vast majority of their time advising on debt capital markets activity. In addition, the team works with asset finance, corporate, real estate and investment funds teams on multi-disciplinary, cross-border mandates. It is one of the largest dedicated debt capital markets teams in Ireland. The firm was a founding member of the Irish Debt Securities Association (IDSA) and sits on the Executive Council and Legal, Tax, CSP and Listing Sub-committees.

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