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.

Depending on the market on which the debt securities will be listed, the Global Exchange Market Listing and Admission to Trading Rules for Debt Securities (the "GEM Rules") or the Euronext Rules will apply to the listing of the debt securities.

The Irish Companies Act 2014 (as amended) and the provisions regarding the offering of securities by Irish companies will be relevant to any issuance of debt securities by an Irish company.

To the extent that an issuer is producing a prospectus in connection with the listing of debt securities on Euronext, then Irish domestic and European legislation in relation to the prospectus regime, transparency regime and market abuse regime will apply. Relevant legislative/regulatory instruments include:

(a)       The Prospectus Regulation (and certain provisions of Prospectus Regulation (Regulation (EU) 2017/1129);

(b)       The Irish Prospectus Regulation;

(c)       Guidance and other materials issued by the CBI (including the Prospectus Handbook and Q&As issued by the CBI);

(d)       the Transparency Directive;

(e)       the Transparency (Directive 2004/109/EC) Regulations, 2007 (as amended);

(f)       Commission Directive 2007/14/EC of 8 March 2007;

(g)       Commission Delegated Regulation (EU) 2015/761 of 17 December 2014;

(h)       The Transparency Rules issued by the CBI under Section 1383 of the Irish Companies Act 2014 (the "Transparency Rules");

(i)       The European Union (Markets in Financial Instruments) Regulations 2017 (SI No 375 of 2017);

(j)       MAR;

(k)       The European Union (Market Abuse) Regulations 2016 (SI No 349 of 2016), as amended; and

(l)       Market abuse guidance and other material issued by the CBI (including the Market Abuse Rules).

Issuers of debt securities listed on the GEM are also subject to MAR. The legislative and regulatory instruments outlined at (i)-(k) above will apply.

There are certain eligibility requirements for listing debt securities on the exchanges in Ireland including the requirement that securities to be listed on the GEM or Euronext must, in accordance with the rules of the relevant market, be freely transferrable and must conform with the applicant's place of incorporation. Furthermore the expected aggregate market value of the securities to be listed must be at least EUR 200,000 (except that there is no minimum limit in the case of tap issues where the amount of the securities is not fixed).

In order to have securities admitted to trading on Euronext, the applicant (other than a public-sector issuer) must be:

  • duly incorporated or otherwise validly established according to the relevant laws of its place of incorporation or establishment; and
  • operating in conformity with its memorandum and articles of association or equivalent constitutional document.

A similar requirement applies in respect of securities to be listed and admitted to trading on the GEM.

There is no minimum rating for securities listed on the exchange.

Issuers of asset-backed securities must normally be special-purpose vehicles incorporated or established for the purposes of issuing asset-backed securities. Accordingly, the requirement to produce previous historical accounting or reporting requirements does not normally apply to such issuers. Issuers of asset-backed securities who have produced audited financial statements are required to include such financial statements in their offering document.

For issuers of debt securities (where the issuer has an obligation on issue to pay 100% of the nominal value on the scheduled maturity date in addition to which there may be an interest payment) there is a requirement to have published or filed audited accounts that:

  • cover at least two years, and the latest accounts must be in respect of a period ending not more than 18 months before the date of the prospectus; and
  • have been independently audited.

Euronext Dublin has discretion to accept accounts relating to a shorter period than two years and may, in exceptional circumstances, waive the requirement for accounts.

Debt securities are typically issued in Euros, Great British Pounds or US Dollars. There are no requirements regarding local currency issuances or offerings to local investors; however, to be admitted to trading on the GEM, debt securities must be traded in a currency recognised by Euronext Dublin. 

There are certain eligibility requirements for setting up a debt issuance programme in Ireland.  For example, the Euronext Rules provide that the application for a debt listing programme must cover the maximum amount of securities which may be in issue and listed at any one time under the programme. If Euronext Dublin approves the application, it will admit to listing all securities which may be issued under the programme within 12 months after the approval of the prospectus by the competent authority (or other period as agreed with Euronext Dublin), subject to Euronext Dublin:

(a)       being advised of the final terms of each issue;

(b)       receiving any supplementary prospectus for approval by the CBI;

(c)       receiving confirmation that the securities in question have been issued; and

(d)       receiving any listing fees payable.

The application for admission to listing need not be submitted for issues made after the first issue in any 12-month period after approval by the competent authority of the prospectus.

A broadly similar requirement applies in respect of GEM listed debt-issuance programmes.

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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