Last Updated June 10, 2019

Law and Practice

Contributed By Walkers

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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.

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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