Listing to Cyprus Stock Exchange
We provide services for the listing of a company to the Emerging Companies Market (ECM) of the Cyprus Stock Exchange (CSE). Our firm is registered as a licensed Nominated Advisor (NOMAD) of the CSE, and has all the required expertise to represent and advise you regarding the preparation and filing of all documentation for the purpose of the application for the listing to the ECM of the CSE.Regulatory Framework in Cyprus (and the EU)
The ECM is governed by a simplified regulatory environment that has been specifically designed for the needs of small and emerging companies.
ECM companies are governed by the regulative decisions of the CSE, which set out the requirements and guidance for companies quoted or wishing to be quoted on ECM. ECM is aimed at:
- Private companies seeking funding and easy access to the secondary market
- Investors seeking new type of investments, taking into account the higher risk of the ECM
- Public companies unwilling to incur the higher costs of regulated markets
The initial role of the NOMAD is to ensure that the company is appropriate to be quoted on the ECM (“Emerging Companies Market of the Cyprus Stock Exchange”) and ensure that the relevant rules are complied with on flotation.
A NOMAD must be retained at all times to advice the company and to ensure that it complies with the relevant ECM rules on an ongoing basis.
Requirements for a Company to be Listed in the ECM
- The issuer must have published audited accounts, had normal operations and related activities for at least two years preceding the application. Newly established companies will be able to be listed if the CSE potential shareholders are given satisfactory information that would allow them to access properly the value of the titles, from the Nominated Advisor of the issuer.
- Throughout the flotation procedure, the issuer must have a Nominated Advisor.
- The issuer must be a public company with a satisfactory number of investors.
- No minimum share capital must be dispersed among the general public.
- There is no criterion as to the minimum market capitalization.
- There is no criterion for the minimum shareholders equity an issuer must have. Additionally some of the general requirements of the existing markets of the CSE will also apply. These are:
- The issuer must have been properly established and operating, and must be a public company pursuant to the public companies law of its country of incorporation, which provides to the issuer the power to issue shares to the public.
- The issuer must be authorized to issue the specific shares which seeks to float in pursuance to the law of the country of incorporation, the memorandum and articles of association or any other document governing the terms of its incorporation and relations among its members.
- The issuer is proposing the flotation of freely transferable securities.
- The issuer shall not undertake any commitment in any way incompatible with the interest of its shareholders.
- Equal treatment must be secured to the beneficiaries of securities of the same category, in respect of all rights or obligations related thereto.
- In the case of shares, it must be ensured that any future issue shall first be offered to existing shareholders pro rata according to the amount each holds in the issuer’s share capital, unless the shareholders shall decide otherwise by special resolution.
- Fully paid securities shall be proposed for flotation.
- The listing must concern all the securities of the same category which have, or will be, issued, as well as all options or other derivatives which are convertible or offer the possibility of being converted into securities in the same category as the securities to be floated.
- The issuer must be prepared and able to deliver its Register to the Central Depository and Registry and to respond to any obligation upon the undertaking or the future keeping of the Register or Registers of its shareholders.
Our Experience
Through its network of experienced financial advisors, Transinc Global Services Ltd has been offering a wide range of advisory and consultancy services to companies listed on the local and foreign Stock Exchanges, as well as to companies seeking to be licensed as Cyprus Investment Firms (CIFs), Alternative Investment Funds (AIF’s) regulated by CySEC.
The listing process is expected to take between 2 and 3 months after the submission of the application dossier. This timeframe assumes that the management team of your company is fully committed and able to respond immediately to any requests of the CySEC for documents and information. In such a case, there is no doubt that as long as the documents and the members of the proposed to be Listed Company are in order, the approval may be granted by the Cyprus Stock Exchange (CSE) in a very short period of time.
Services
Being an approved NOMAD, our role in the Listing process will include:
- “Sponsoring” the company’s admission to ECM, confirming to the CSE the appropriateness of the company for listing
- Ensuring compliance with the ECM rules
- Leading the drafting of the prospectus/admission document which will include:
- History of the business
- Adequate business plan (short and long term plans of the issuer), but no financial forecasts are required
- Information on the directors and significant shareholders
- Information about the placing or offer of the subscription
- Risk Factors
- Audited financial statements prepared for the two years prior to the listing (if applicable)
- Use of the listing proceeds
- Project managing the overall process leading to a listing
- Post Admission we can continue to act as NOMAD, advising you on your ongoing obligations as a listed company
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