Traded AIFs

Special Listing Rules

There are special stock exchange rules in respect of collective investment schemes.   They are in addition to the central bank rules governing the same.

The applicant must be duly incorporated and established.  It must operate in accordance with its constitutional document.  It must invest and manage its assets in such a way that it is consistent with the object of spreading investment risk, must demonstrate as part of counterparty enclosure, and not apply to counterparties which advance full and appropriate collateral transactions.

Units may be voting or nonvoting.  Where the unitholder is entitled to exercise control, the exercise is 30 per cent or more of rights or general meeting of an applicant or control the appointment of directives, it shall be considered a voting unitholder, and the following provisions apply.

Direction Issues

It must be capable at all times of operating and making decisions in the penalty of a controlling unitholder, for example, by means of adequate independent representation on the board.  All transactions in the relationship between the applicant and the controlling unitholder must be on a normal commercial basis.

Where potential conflicts of interest exist between the interest of the applicant and those of the controlling unitholder, the applicant must explain and demonstrate the units that are in place to avoid detriment to the unitholders generally.  The sponsors should draw the attention of the stock exchange to any potential conflicts of interest.

The directors collectively must have relevant and appropriate experience and expertise.  Each must be free of conflicts between duties to the applicant and duties to third parties and other interests unless it can be demonstrated to the stock exchange.  There are suitable arrangements in place to avoid detriment to the applicants’ address or its unitholders as a whole.

All of the directors named in the prospectus must accept responsibility collectively and individually for compliance with the listing rules.  All present and future directors must accept responsibility collectively and individually for ongoing compliance with the listing rules.

Unit Issues

Units must conform with the law of the place of incorporation duly authorized under the constitution documents. Except in relation to the restrictions mentioned below, units must be freely transferrable and tradable.

Units may only be subject to transfer restrictions or compulsory redemption where this is in the best interest of the applicant and the unitholders as a whole.  Other than really exercise of options or warrants to which is granted subject to conditions in the prospectus, units of the same class may not be issued at a price which is less than the net asset value per unit of that class at the time of such issue unless authorized by a majority of shareholders of that class or offered first on a pro-rata basis to those unitholders.

An applicant for listing of units of any class must relate to all units of that class issued or proposed to be issued at the date of listing and further units of that class issued or proposed to be issued.

A list class may not be converted into a different class without the approval of the majority of the unitholders.  This is for the purpose of consolidation and is fully disclosed in the perspectives.

Units within the same class must be capable of being traded on an equal basis.

The net asset value of units must be calculated at least annually and must be notified to the stock exchange mutually before calculation.  Valuation should be in accordance with accounting standards.

There are conditions applicable to convertible security.  Each security into which they may be converted must be themselves listed securities, or they are securities listed in the regularly operated regulated recognized exchange, or the stock exchange is satisfied that the unitholders have at their disposal all the necessary information from an opinion concerning the value of the underlying duties.

Marketed Abroad

Additional conditions apply to applicants domiciled outside of Ireland.  At least two of the directors must be independent.  This is where they have no executive function.  The investment manager, investment advisor or affiliated to our connected companies and/or they have executive functions who are service providers but are not responsible for carrying out work on behalf of the applicant.

The applicant must confine the sale of the units to the listed fund to sophisticated investors where the applicant is not domiciled and regulated in a member state, Hong Kong, Bermuda, Australia, Canada, Japan, Singapore or the United States.

Where the applicant does not domicile in any of the jurisdictions mentioned, the stock exchange will accept the applicant’s need not to confine its sale of units provided it can be demonstrated that the applicant is and will continue to be subject to the same regulatory supervision in any as if the applicant is so domiciled.

Property investment funds

The directors must be independent of any independent valuer or their property manager or advisor.  Transactions in property by a listed property investment fund, including transactions the purpose of which is to change it whole or part of the beneficial owner of the property, are subject to chapter seven of the listing rules relating to the property.

Property acquired by the applicant must be valued by a qualified independent valuer acceptable to the stock exchange.  It must be a member of one of the recognized bodies and be independent of the investment manager.  He must not have any significant financial interest in the fund and have no reason for a foreseeable potential free-running relationship concerning the property apart from the valuation fee.

The valuation must value the property investment portfolio at least every three years.  The name of the valuer and the basis of the valuation must be included in the annual account.  The investment fund should not have any other significant direct or indirect interest.

Application for Listing

Application for listing may be drafted as the prospectus. It shall conform in compliance with the listing rules draft summary sheet, draft director responsibility, and draft SUDOL, and documents must be submitted for approval in advance of the application for listing.

The timelines apply to the submission of certain key documents.

The final form document, copy of the approved prospectuses, certificate of approval, translation of applicable supplementary prospectus, applications with sponsors declaration and checklist must be furnished just in advance of the final application.  The prospectus must be approved by a competent authority and published in relation to the securities which are the subject of the application.

Where securities for which admission is sought or the class is not already listed, the applicant must publish a notice stating how the perspectives have been made available and where they can be obtained by the public.  It must be published in the Irish national daily newspaper or on the stock exchange daily official list no later than the next business day of the publication.

The notice must contain details of the amount of securities in respect of which admission is sought, the identity of the applicant, the intended schedule for admission, a statement that the prospectus has been published and where it can be.

The address and period of time during which printed copies are available to the public.

Sponsors

An applicant for admission must appoint his sponsor and have a sponsor for the duration of his listing.  The sponsor is responsible to the stock exchange

• satisfying itself that the best knowledge, information and belief that the issuer has satisfied all provisions of the listing rules and that there are no matters other than those disclosed in the prospectus or otherwise relating to the stock exchange which should be taken into account by the stock exchange in consider its suitability.
• Ensuring the applicant is guided on the applicant is guided on the application of the listing rules.
• Lodging formal application for listing its supported documents
• Dealing with the stock exchange of matters relating to the application
• Satisfying a certain relation to be independence of directors
• Satisfying before the listing application is made that the directors have or will have explained to them by the sponsored nature, their responsibilities and obligations as directors of a listed company.

Once listed, the applicant must compile with the continuing requirements of the listing rule.s

Ongoing Requirments

A listed fund which has securities admitted to trading on a regulated market must comply with general stock exchange transparency prospectus and market abuse rules.

A listed fund must notify the CAO immediately of interesting unit of which the fund, its directors or investment managers are aware with the information where the interest vary from the date of first or subsequent notification, the information must be updated at least every six months.

Relates to interest where a person would be treated as a controlling unitholder and the names of the person concerned and the amount of his interest must be stated or where companies act obligations apply, the disclosed beneficial or legal interest ensures.

A listed fund must ensure equality of treatment for all unitholders within the same position.  It must notify to CAO without delay of any proposal which may vary the class rights of unitholders.

Notification of Information

It must notify the CAO of any proposal or actual material change in the general character or nature of the funds.

A listed fund or its sponsor should inform the stock exchange in advance of any matter which the fund or sponsor is aware which in its reasonable paying is relevant to the continuation of the listing or may materially affect the interest of the unitholder as a whole or a significant proportion.

Stock exchange may require the information to be notified to CAO in addition to other requirements.  The listed funds or its sponsor should inform the stock exchange in advance of any matter which is materially relevant to the conditions for listing.

Unitholder Approval

The following requires approval of the unitholders in advance.

• proposed change in closed-end status
• transactions which are subject to approval under the listing rules in relation to property,
• changes which materially adversely affect the rights of the listed units in a manner not provided for in the prospectus,
• any proposals to which the units are not offered pro rata
• where any action by a fund may lead to a substantial change in the nature and subspace of a listed fund, including delisting the stock exchange, may require the proposal to be approved in advance.

In order to obtain approval above, circulars must be circulated to unitholders containing full details of the relevant proposals.  They must be approved by the stock exchange.  Time limits are applicable.  Ordinary or routine matters need not be submitted for approval, including the annual general meeting.

Misc Requirements

Funds must ensure that there are appropriate arrangements in place to facilitate efficient settlement and registration of units for transfers, redemptions, exchanges and conversions.  If there is a need to communicate with holders of listed bearer shares, an advertisement and other steps are required.

Where the listed fund must forward to the CAO a copy of all circular notifications required annual and interim reports and announcements at the same time, they are issued to unitholders.  They must furnish the solutions passed by the unitholder for any listed class thereof other than their solutions concerning ordinary matters at a general meeting.

There are listing rules in respect of property which apply to certain transactions.