Contributed By Walkers
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.