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.

Irish private companies are prohibited under Irish company law from offering debt securities to the public. Irish company law does prescribe some exceptions to this general rule, which are as follows:

(i)       an offer of debentures addressed solely to qualified investors;

(ii)       an offer of debentures addressed to fewer than 150 persons, other than qualified investors;

(iii)       an offer of debentures addressed to investors who acquire securities for a total consideration of at least EUR100,000 per investor, for each separate offer;

(iv)       an offer of debentures whose denomination per unit amounts to at least EUR100,000;

(v)       an offer of debentures with a total consideration in the European Union less than EUR100,000, which shall be calculated over a period of 12 months;

an allotment of debentures, or an agreement to make such an allotment, with a view to those debentures being the subject of any one or more of the offers referred to in paragraphs (i) to (v) above.

Irish public companies can offer debt securities to the public.

Irish limited companies (“LTDs”) cannot apply to have or have securities admitted to trading or listed on any market, whether regulated or not in Ireland or abroad. This restriction does not apply to Irish designated activity companies (“DACs”) or Irish public limited companies (“PLCs”).

Offering documents in respect of debt securities to be issued by Irish issuers will typically include a suite of selling restrictions.

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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