Listing SPACs on The International Stock Exchange (TISE)
The use of Special Purpose Acquisition Companies (SPACs), a company which is used to raise money for a specific purpose, have grown in popularity. Here, we provide an introduction to listing SPACs on The International Stock Exchange (TISE) and a summary of Appleby listing agent services.
Appleby Securities (Channel Islands) Ltd (“Appleby”) and The International Stock Exchange (TISE) work together on a significant number of listings of securities on TISE.
SPAC Listing rules
TISE has specific listing rules for Special Purpose Acquisition Companies (SPACs), which have recently grown in popularity. A SPAC is a company which is used to raise money for a specific purpose.
For SPACs, the key benefits of the TISE listing rules are the flexibility provided by the escrow requirements, combined with a 36 month timeframe for a Qualifying Acquisition (“QA”) and a competitive and transparent fee regime.
Here are the key features of listing SPACs on TISE:
| 1. Minimum market capitalisation: | £1,000,000 |
| 2. Funds to be held in Escrow: | Capital raised less operating costs |
| 3. Working capital: | Must not exceed requirements over 12 months unless shareholder approval |
| 4. Listing document approval: | Exchange approval |
| 5. Management team shareholding: | Disclosure of interests; minimum 12 month lock-in post |
| 6. Qualifying Acquisition Permitted timeframe: | 36 months |
| 7. Investment policy: | Sufficiently detailed to allow adequate investor assessment |
| 8. Acquisition approval: | None unless different to listing document (majority of shareholders and directors) |
| 9. Accounting requirements: | Annual & where prepared, interim |
| 10. Fees: | Initial: £5,000 / Annual £2,000 |
The TISE listing rules are also attractive in the event that a Qualifying Acquisition is not made within the permitted timeframe. In addition, TISE has rules for listing the equity of trading companies and investment vehicles which might be utilised by the enlarged group once the SPAC has made its Qualifying Acquisition if there is a demand to retain a listing.
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.
