Listing Variable Funding Notes (VFNs) 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.

Variable Funding Notes

One recent theme is a 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.

Under the general notifications procedure pursuant to TISE Listing Rule 7.2.2, an issuer must notify TISE (via Appleby as listing agent) within 10 business days (unless otherwise specified) of:

•  any new or further issues of its listed securities; and
•  any call, purchase or redemption of the 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

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

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 administration fee for VFN Facilities and Amortisation Facilities of £1,600 (effective January 2021).

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.

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 3,200 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 our listings services please do not hesitate to get in touch with Andrew Weaver, Christophe Kalinauckas and Kevin McQuillan.