Listing Variable Funding Notes (VFNs) on The International Stock Exchange (TISE)

Appleby Securities (Channel Islands) Ltd (Appleby) with the support of TISE, has worked on a significant number of listings of securities on TISE.

WHAT IS A Variable Funding Note?

One recent theme on TISE is the growing trend to list Variable Funding Notes (VFNs).

VFNs are notes that are issued under a note instrument, where the principal balance thereof may increase or decrease from time to time.

Where the number of VFNs that are issued increases or decreases, this requires a notification to TISE for a further listing of notes, or a partial delisting of notes.

LISTING VFNs ON THE INTERNATIONAL STOCK EXCHANGE

Under the general notifications procedure pursuant to TISE Listing Rule 3.2.1, an issuer must notify TISE (via Appleby as listing agent) as soon as reasonably practicable of:

• any new or further issues of its listed securities; and
• any partial redemption of its listed securities.

If the issuance and listing of further notes has been pre-empted as part of the initial TISE listing application for the issuer, the listing of the further notes will be a streamlined process which can happen on the same day as the notification to TISE.

In order to process the listing/delisting, the following information is required:

• Email to Appleby as listing agent notifying that the number of VFNs that are issued has increased or decreased;
• The issuer authorisations (board resolutions) in relation to the further issuance or partial redemption of notes; and
• The note certificate or note register evidencing the further issuance or partial redemption of notes (if applicable).

Any movement in the number of notes must be notified in chronological date order. Otherwise, TISE may impose a correction fee.

TISE also offers a specific administrative fee for VFN Facilities and Amortisation Facilities of £2,000 (effective January 2023) where more than four further issues and/or partials are anticipated in a 12-month period per listed security.

TISE is 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.

THE INTERNATIONAL STOCK EXCHANGE

TISE’s Qualified Investor Bond Market (QIBM) is wholly dedicated to listing bonds (such as VFNs) offered solely to Qualified Investors (institutional investors, professional investors and other investors experienced and knowledgeable in investing in bonds). It is among the leading venues in Europe for listing high yield bonds and Private Equity related debt. It is also experiencing strong growth in structured finance and securitisation transactions.

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 4,000 securities listed on TISE. The majority of listings on TISE are for debt securities (including High Yield Bonds, Securitisations, CLOs, Bond Programmes and Quoted Eurobonds) but TISE can also list other types of securities, such as Sustainable Bonds, REITs, other investment vehicles and equity listings.

APPLEBY’S LISTING AGENT SERVICES

During 2022 Appleby continued to be one of TISE’s leading listing agents, assisting various clients and intermediaries with the listing of multiple forms of debt and equity on TISE. The total debt listed on TISE by the Appleby team equated to over £2.5 billion.

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 listed issuers on TISE.

For more information on our expertise related to our listings services please do not hesitate to get in touch with Christophe Kalinauckas and Andrew Weaver.