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.

There are a number of exemptions to the Public Offer Rule under the Irish prospectus regime, including where the offer of securities:

  • is addressed solely to qualified investors;
  • is addressed to fewer than 150 natural or legal persons, other than qualified investors;
  • is addressed to investors who acquire securities for a total consideration of at least EUR100,000 per investor, for each separate offer;
  • where the denomination per unit amounts to at least EUR100,000; and
  • has a total consideration in the European Union of less than EUR5,000,000, (which shall be calculated over a period of 12 months).

Where an issuer of debt securities is able to avail of one of the exemptions from the Public Offer Rule outlined above, a prospectus will still be required if the issuer intends to have the securities admitted to trading on a regulated market (including Euronext).

Where an issuer of debt securities can avail of an exemption from the Public Offer Rule and is happy to list the securities on the GEM, no prospectus will be required. 

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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