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27 January 2011
General disclosure obligation for issuers
Duty to notify exchange
Review of documents by exchange
General principles for listing on exchange
The Channel Islands Stock Exchange is one of the most popular exchanges for listing Eurobonds and other debt securities as a result of its inexpensive and quick procedure and the flexibility of the Listing Rules.
This update has been prepared for the assistance of directors of companies listing 'debt securities' as defined in Chapter 1 of the Listing Rules (of the Channel Islands Stock Exchange under Chapter VIII of the Listing Rules). It sets out some of the continuing obligations which an issuer is required to observe once any of its securities have been admitted to listing. It is a prerequisite of listing that an issuer execute a listing undertaking, undertaking to comply with the Listing Rules and, in particular, with all relevant continuing obligations. Observance of the continuing obligations is essential to the maintenance of an orderly market in securities and to ensure that all users of the market have simultaneous access to the same information. The failure of an issuer to comply with any applicable continuing obligation may result in the Channel Islands Stock Exchange taking the enforcement actions described in Chapter III of the Listing Rules.(1)
Generally, and apart from compliance with all the specific requirements of the Listing Rules, the issuer must keep the public, the exchange, the holders of its securities and other holders of its listed securities informed as soon as reasonably practicable of any information relating to it (including information on any major new developments in the issuer's sphere of activity which is not public knowledge) which:
Information that is required to be disseminated pursuant to the Listing Rules must not be given to a third party before it is notified to the exchange, except as permitted by the Listing Rules. An issuer may give information in strict confidence to its advisers, an agent employed to release the information and to persons with which it is negotiating with a view to effecting a transaction or raising finance, including prospective underwriters of an issue of securities, providers of finance or loans or the placees of the balance of a rights issue not taken up by shareholders. In such cases the issuer must advise the recipients of such information that it is confidential and that they should not deal in the issuer's securities before the information has been made available to the public.
An issuer shall notify information to the exchange by the method laid down by the exchange from time to time.
An issuer whose securities are listed on the exchange and on any other exchange must ensure that equivalent information is made available at the same time to the exchange and such other exchanges.
As soon as practicable following the publication of the annual report, relevant annual accounts or interim financial statements, the issuer shall send a PDF copy of such annual report, relevant annual accounts or interim financial statements to a listing agent, which will file them with the exchange using the market data management service.
The issuer shall immediately disclose to the exchange by instructing the listing agent to file:
If the listed debt securities may be converted into or exchanged for securities of another company, or are guaranteed by another company, the issuer must ensure that adequate information concerning the business and affairs of the other company and concerning the rights, powers and privileges of the securities into which the listed securities are convertible or for which they are exchangeable is at all times available to the exchange and the holders of the listed debt securities.
As a minimum, the information provided to satisfy Paragraph 10(a) of the continuing obligation Listing Rules must include the annual report and accounts of the company, any interim financial accounts and all other information necessary for a realistic valuation of the listed debt securities to be made.
In addition to the specific requirements set out in the Listing Rules, the issuer shall submit to the exchange, for review, copies of drafts before they are issued of any announcements or advertisements, whose subject matter involves a change in or relates to or affects arrangements regarding trading in the listed debt securities on the exchange, including suspensions or cancellations of listings.
The rules for the listing of equity securities on the exchange are designed to ensure that investors have and maintain confidence in the securities market.
The issuer shall send to the exchange, as soon as practicable after they are issued, one copy of the following:
The issuer shall submit two copies to the exchange of any document sent by the issuer (or on its behalf) to holders on the issuer's listed issue as soon as practicable after such documents are issued.
If the exchange considers that an issuer has contravened the Listing Rules, it may do one or more of the following:
Unless the exchange considers that the maintenance of the smooth operation of the market or the protection of investors otherwise requires it, the exchange will give advance notice to the parties involved in any action which it proposes to take and will give them an opportunity to make representations to the exchange.
(1) The Listing Rules are available on the Channel Islands Stock Exchange website at www.cisx.com.
The materials contained on this website are for general information purposes only and are subject to the disclaimer.
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