Listing and Delisting Eurobonds on The International Stock Exchange

Advantages of Listing Debt Securities on TISE

A listing on a HM Revenue and Customs recognised stock exchange, such as TISE, provides a consistent solution for private equity firms looking to benefit from the Quoted Eurobond Exemption.

The key advantages of TISE may be summarised as follows:

• as TISE is deemed a recognised stock exchange by HM Revenue and Customs, interest paid on qualifying debt securities does not have to be withheld for UK tax purposes if the debt securities are listed on TISE
• as TISE is not part of the EU, issuers issuing debt securities listed on the Exchange do not have to comply with EU and UK regulations (such as MAR) and Directives
• the Exchange is within the same time zone as the UK and the Channel Islands are an English speaking jurisdiction
• a personalised approach with speedy turnaround times and consistency of response
• competitive pricing and cost effectiveness
• innovative and approachable
• international standards of regulation and recognition (see below)
• enhanced marketability and added value service
• the ability to consider more unusual transactions; and
• a pragmatic approach to disclosure requirements

International Recognition

TISE is:

• deemed a recognised stock exchange by HM Revenue and Customs under Section 1005 of the Income Tax Act (2007), allowing qualifying listed debt securities to benefit from the “Quoted Eurobond Exemption” in the UK
• a recognised stock exchange under Section 64 of the Irish Taxes Consolidation Act 1997 for the purposes of the “Quoted Eurobond Exemption” in Ireland
• officially recognised as a Designated Offshore Securities Market by the US Securities and Exchange Commission (SEC)
• officially recognised by the Australian Securities Exchange (ASX)
• officially recognised by the German Federal Financial Supervisory Authority, BaFin (Bundesanstalt für Finanzdienstleistungsaufsicht)
• an Affiliate Member of the International Organisation of Securities Commissions (IOSCO)
• An Affiliate Member of the Association for Financial Markets in Europe (AFME)
• A Full Member of the International Capital Market Association (ICMA)
• A Partner Exchange of the United Nations’ Sustainable Stock Exchanges Initiative (UN SSE)

Delisting Process

For delisting, under the general notifications (TISE listing rule 3.2), all debt issuers must notify TISE of any redemptions of listed securities, as soon as reasonably practicable.

These delistings require a “delisting application” to be submitted to TISE by Appleby as the Listing Agent. Such delisting applications would be accompanied by the issuer corporate authorisations (and required consents), together with evidence of the redemption.

The Process for a full delisting is as follows:

• Appleby prepares a letter from the Listing Agent to TISE specifying the anticipated de-listing date and the reason (for example, the full repayment of the listed notes)
• Appleby prepares an announcement to be posted on TISE to notify of the application to delist
• To complete an early delisting TISE will charge £500. The corporate authorisations can be provided to Appleby by email, and Appleby can then submit them to TISE together with the letter from the Listing Agent

Appleby and ASCIL

Appleby is a leading listing agent with TISE. Appleby assists domestic and international issuers listing securities on TISE. We also act as the issuer’s ongoing listing agent and assist them in meeting their continuing obligations as a listed issuer on TISE. Our listings team is committed to delivering a highly professional and integrated service, coordinating the listing process, and supporting the issuer through their application.

We provide advice to companies and their advisers whether they are issuers, sponsors, lead managers, shareholders or underwriters. We also work alongside other international law firms as part of a wider advisory network.

TISE is a regulated marketplace within the European time zone but outside both the UK and the EU. There are more than 4,300 securities listed on TISE currently. The majority of listings are debt securities (including eurobonds, securitisations and CLOs, high yield bonds and green bonds) but TISE can also list other types of securities, such as REITs, other investment vehicles and equity listings.

If you have any questions, please do get in touch.