Last Updated June 10, 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.

Once a prospectus has been approved and filed in accordance with the prospectus regime, the issuer, offeror or person seeking admission to trading of the securities, as the case may be, must make the prospectus available to the public as soon as practicable, and in any case at a reasonable time in advance of, and at the latest at the beginning of, the offer or the admission to trading of the securities involved.  A prospectus can be published in one or more of the following ways:

(i)       by insertion in a widely circulated newspaper;

(ii)       in printed form (to be made available free of charge) at the offices of Euronext Dublin, or at the registered office of the issuer and at the offices of the financial intermediaries placing or selling the securities, including paying agents;

(iii)       in electronic form on the issuer's website or, if applicable, on the website of the financial intermediaries placing or selling the securities, including paying agents;

(iv)       in electronic form on Euronext Dublin's website; or

(v)       in electronic form on the CBI's website.

Where the issuer, offeror or person seeking admission to trading of the securities, as the case may be, publishes a prospectus in accordance with (i) or (ii) above, publication in accordance with (iii) above is also required.

Unless a non-publication request is submitted to the CBI, the CBI will publish all prospectuses which have been approved by the CBI  during the preceding 12 months on its website. Once published on the CBI website, a prospectus cannot be removed and will remain on the CBI's website for at least one year from the date of approval of the prospectus. Where the CBI receives a non-publication request, it will publish a notification on its website specifying the method of publication to be adopted by the issuer, offeror or person seeking admission to trading of the securities in respect of the prospectus. A non-publication request received by the CBI after a prospectus has been approved and published on the CBI's website will not be accepted.

Where a prospectus is produced by an Irish company and approved by the CBI, a Form B18 together with the prospectus must be filed with the Registrar of Companies in Ireland within 14 days of the publication of the prospectus.

Where an issuer of debt securities is able to avail of an exemption from the Public Offer Rule and chooses to list debt securities on the GEM, then, in order to be listed on the GEM, a listing particulars must have been approved by and filed with Euronext Dublin and made available to the public as soon as practicable and in any case at a reasonable time in advance of, and at the latest at the beginning of, the admission to trading of the securities involved. The listing particulars must remain available to the public for as long as the securities are admitted to trading on the GEM. A listing particulars will be deemed "available to the public" when published in one or more of the following ways:

  • in printed form to be made available, free of charge, to the public at the offices of Euronext Dublin;
  • at the registered office of the issuer and at the offices of the financial intermediaries placing or selling the securities, including paying agents;
  • in electronic form on the issuer's website and, if applicable, on the website of the financial intermediaries placing or selling the securities, including paying agents; or
  • in electronic form on the website of Euronext Dublin.
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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