Listing Private Equity Acquisition Debt on The International Stock Exchange (TISE)

DEBT SECURITIES FOR PRIVATE EQUITY

Many of these debt securities are issued as part of private equity backed acquisitions. They relate to the financing of UK businesses, and are listed on the Qualified Investor Bond Market of TISE.

In summary, an issuer within an acquisition stack will issue loan notes to a private equity house, the management teams and/or other intragroup entities. These loan notes may be convertible or secured and are issued under English law governed finance documents. Appleby works closely alongside English lawyers and advisors in order to list the loan notes on TISE.

“Quoted Eurobond Exemption”

The listed loan notes are classified as “Quoted Eurobonds”. Ordinarily, a UK issuer may need to withhold tax from interest payments. However, as TISE is a stock exchange recognised by His Majesty’s Revenue and Customs (HMRC) under English law, “Quoted Eurobonds” listed on the Exchange can benefit from the “Quoted Eurobond Exemption”. This can allow the issuer to make interest payments on the loan notes without the deduction of any withholding tax.

TISE offers a proven, cost-effective and efficient path to listing private equity debt securities on a recognised stock exchange. TISE is currently seeing very strong listing volumes in this area and, as at the end of September 2025, saw 288 new private equity debt listings, a 25.8% increase year on year.

While offering a “Recognised Stock Exchange” for the purposes of UK HMRC, TISE’s robust but proportionate listing rules, combined with its pragmatic and commercial approach to listings, often appeals to issuers from the United Kingdom, Europe, the United States and Asia.

LISTING SPONSOR SERVICES

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

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

THE INTERNATIONAL STOCK EXCHANGE

TISE is a regulated marketplace positioned within the European time zone but outside the European Union. Today there are more than 4,600 securities listed on TISE with a total market value of more than GBP750 billion.

Most listings are debt securities (including eurobonds, securitisations and CLOs, high yield bonds and green bonds) but the Exchange can also list other types of securities, such as REITs, other investment vehicles and equity listings.

For more information on our expertise related to our listings services, please do not hesitate to get in touch with your usual Appleby contact.