Listing Co-Issuers on The International Stock Exchange
This article provides an introduction to listing loan note securities issued by co-issuers on The International Stock Exchange (TISE) and a summary of Appleby’s own listing agent services in the Channel Islands.
Appleby Securities (Channel Islands) Ltd (Appleby) and TISE work together on a significant number of listings of securities on TISE.
One recent theme is a growing trend for the aggregate principal amount of notes to be issued jointly and severally by two or more co-issuers and, therefore, each issuer is liable for repayment of the notes in their entirety. In addition, it may be viable under the terms and conditions of the securities to add additional co-issuers of the Notes to the extent it does not result in adverse tax consequences to the noteholders.
TISE has listed several loan notes issued by co-issuer vehicles incorporated in Luxembourg, Delaware, USA, Bermuda and England and Wales. These have been issued as part of a private equity acquisition structure or a high yield bond issuance.
Since 2016, an increasing number of issuers of high yield bonds have chosen TISE as the stock exchange of choice in order to list high yield bonds. In fact, in 2020, TISE became a leading stock exchange of choice in the European high yield bond market.
In terms of the TISE listing application process for co-issuers, this can be streamlined, where one set of application documents can be used by all co-issuers.
A pragmatic approach is also taken on listing fees for co-issuers, where only 1 issuer application fee and only 1 formal notice fee is levied by TISE. As for annual TISE fees, only 1 debt class full annual fee is charged by TISE for the first issuer and there is a discounted fee for other co-issuers.
Whilst offering a “Recognised Stock Exchange” for the purposes of UK HM Revenue & Customs TISE’s robust but proportionate listing rules, combined with TISE’s pragmatic and commercial approach to listings, often appeals to issuers from the United Kingdom, Europe, the United States and Asia.
Appleby Listing Sponsor Services
Appleby is a leading listing agent with TISE, which listed 831 securities during 2020 against the backdrop of the coronavirus (COVID-19) global pandemic. This is the second highest annual total of new listings since the inception of TISE and Appleby acted as listing agent on an increasing number of these listings, representing a 37% increase on 2019.
Appleby assists domestic and international entities looking for a primary or secondary listing 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 also act as our client’s ongoing listing agent and assist them in meeting their continuing obligations as a listed issuer on TISE.
The International Stock Exchange
TISE is a regulated marketplace from within the European time zone but outside the European Union. TISE is a “Recognised Stock Exchange” by UK HM Revenue & Customs. Today there are more than 3,100 securities listed on TISE. The majority of listings on TISE are for debt securities (including High Yield Bonds and Quoted Eurobonds) but TISE can also list other types of securities, such as REITs, Green Bonds, SPACs, other investment vehicles and equity listings.
For more information on our expertise related to listings services please do not hesitate to get in touch with the lawyers below.
