Listing Real Estate Investment Trusts (REITs) on The International Stock Exchange (TISE)

Appleby Securities (Channel Islands) Ltd (“Appleby“) and The International Stock Exchange (TISE) work together on a significant number of listings of securities on TISE.

Real Estate Investment Trusts (REITs) are a popular globally recognised tax efficient structure for investment into real estate.

UK regime for REITs

The UK regime has a number of conditions which a company needs to satisfy in order to become a REIT and retain that status. These include, among others, being tax resident in the UK only, not being an open ended investment company, not being a close company and being listed/traded on a ‘recognised stock exchange.’

TISE is deemed a ‘recognised stock exchange’ and listing venue by the UK tax authority, Her Majesty’s Revenue & Customs (HMRC), under section 1005 of the Income Tax Act (2007).

In addition, TISE is home to a third of all UK REITs due to the fact that it is a ‘recognised stock exchange’ and also has a pragmatic admissions process for REITs while also being particularly cost-effective.

TISE ATTRACTIVENESS FOR REITS

TISE has exempted REITs from the 25% “free float” requirement (which requires that 25% of the shares of the company be held in the hands of the public). This is especially attractive to those REITs that will have a small number of investors (including where the REIT is wholly owned by an institutional investor), where there is less of a need for liquidity. However, there has been a recent trend towards TISE also proving attractive to more widely held REITs and those who want the option to trade through a bespoke trading system.

While UK REITs must be tax resident in the UK, they can be incorporated in other jurisdictions. REITs listed on TISE include companies incorporated in the UK as well as in other jurisdictions, including Jersey, Guernsey and the Isle of Man, which can each offer a number of advantages compared to using a UK incorporated company, including:

• the increased flexibility under the respective Company laws, in particular the ease by which distributions can be made (i.e. there is no requirement to consider the distributable profits and reserves of the company);
• no stamp duty is payable on the transfer of shares and no income tax will be payable by the company in Jersey, Guernsey and/or Isle of Man;
• the flexible regulatory position where the REIT is operating as a collective investment scheme; and
• company law in Jersey, Guernsey and the Isle of Man recognises protected and incorporated cell companies which may be useful for ring-fencing REIT assets and liabilities.

Whilst offering a “recognised stock exchange” by, amongst others, HMRC, 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.

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.

Do get in touch with your usual Appleby contact should you wish to discuss.