Last Updated March 05, 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.

Please see section 10 Offering Timetable for a detailed description of the steps to be taken by an issuer who wishes to have debt securities listed on Euronext or the GEM together with detailed timelines.

The steps required for a standalone listing of debt securities do not differ from those outlined above for companies incorporated in a foreign jurisdiction.

There are no additional steps required for a debut issuer in the context of a standalone listing of debt securities.

The most common structures are wholesale debt issuances (ie, debt securities with a minimum denomination of EUR100,000) with a trustee appointed to represent the holders of the debt securities. Typically, a trust deed constituting the debt securities is entered into between the issuer and the trustee on the issue date. Under the terms of the trust deed the issuer will, amongst other things, covenant with the trustee to pay all amounts of interest and principal under the debt securities. Often, in secured deals, the trustee will act as security trustee and hold the security for itself and for the benefit of the other secured parties. Both the GEM Rules and the Euronext Rules provide that, in the context of an issuance of asset-backed securities, there must be a trustee or other appropriate independent party appointed to represent the interests of the holders of the debt securities. Typically, the issuer will also appoint a number of agents to carry out various administrative functions relating to the ongoing administration and maintenance of the issuer and the debt securities. For a more detailed summary of the various agents and other parties to a typical debt offering please see section 5 Parties to an Offering of Debt Securities below. 

Euronext

The Euronext Rules set out separate conditions for listing that apply to issuers seeking to list asset-backed securities, 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), convertible securities and/or covered debt securities on Euronext. By way of example, issuers of covered debt securities are required under the Euronext Rules to comply with the Asset Covered Securities Act, 2001 of Ireland. The Euronext Rules also set out different continuing obligations that apply to issuers depending on the form of debt security they issue. The annexes of the Prospectus Regulation to be applied to the prospectus will also depend upon the type of securities to be listed.

GEM

The GEM Rules also contain different conditions for listing that apply to issuers of debt securities, asset-backed securities, convertible securities and securitised derivatives. The GEM Rules set out specific requirements as to the structure and content of a listing particulars for debt securities, asset-backed securities, convertible securities and for securitised derivatives. Under the GEM Rules, the information to be included in a listing particulars relating to an issuer of asset-backed securities differs from the information that is required to be included in a listing particulars in relation to issuers of convertible securities, debt securities and securitised derivatives. Similarly, under the GEM Rules, information about the underlying securities to be included in a listing particulars and continuing obligations applicable to issuers also differ depending on the nature of the underlying securities.

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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