Prospectus to be published when securities are issued and offered to the public Regulation (EU) 2017/1129 — securities prospectus It aims to help companies, especially SMEs, access different forms of finance in the EU. It does so by simplifying and streamlining the rules and procedures they must apply when drawing up, securing approval and distributing the prospectus* they publish when offering securities* to the public. […]
Market Manipulation The market abuse regulation (MAR) seeks to ensure that European Union (EU) regulation keeps pace with market developments in order to combat market abuse on financial markets as well as across commodity and related derivative markets (i.e. markets trading primary products such as gold, wheat, etc., and financial instruments based thereupon). It reinforces the investigative and sanctioning powers of the regulators appointed by […]
The following obligations apply in respect of ongoing information about major shareholdings. It applies to shares admitted to trading on a regulated market whose home Member States is the State. A person must notify the issuer of the percentage of voting rights he or she holds as a result of the events specified below, the percentage of voting rights which he reaches, exceeds or falls […]
Accounts Publication The Transparency Regulation is one of the three key pieces of European Union legislation designed to provide a common market in securities. The regulation applies to issuers whose securities are admitted to trading on a regulated market. It deals with the obligations of issuers generally companies, and most commonly relates to shares traded on a Stock Exchange. The Irish regulations apply where the […]
Prospectus Advertisements shall state that a prospectus has been published and indicate where investors are able to obtain it. Advertisements must be clearly recognisable as such. They must not be inaccurate or misleading. The information must be consistent with the information contained in the prospectus. All information concerning the offer to the public or the admission to trading disclosed in an oral or written form, […]
EU Prospectus The law on prospectuses and public offerings of shares was radically reformed in 2005. This followed EU-based initiatives in the areas of shares and securities. There is no comprehensive set of regulations and directives governing the market in securities. The Prospectus Directive applies to the issue of securities to the public. In this context as in other context in respect of financial asset, […]
Corporate Governance Statements The 2014 Companies Act makes provision for corporate governance statements in relation to traded companies. In this context, a traded company means a public company, designated activity company, company limited by guarantee, public unlimited company with or without share capital, in a case where a public limited company has shares or debentures and in case of the other types of company where […]
The 2014 Companies Act restates the legislation in relation to giving effect to the Transparency (Regulated Markets) Directive. This is concerned with harmonisation of transparency requirements in relation to information about issuers whose securities are issued to regulated market. The rulemaking power of the Minister to give effect to regulations required by transparency law are confirmed. Regulations contain provision for offences and for civil liability […]
Market Abuse Law The Companies Act 2014 re-enacts the statutory provisions which underpin market abuse law. Market abuse law derives from the Market Abuse Directive and the EU Market Abuse Regulation. The statutory power of the Minister to make regulations to give effect to the directive, supplemental directives and to make consequent provisions arising from the Market Abuse Regulation, are confirmed. Existing Market Abuse Regulations, […]
Recommendations In this context a recommendation is research or other information recommending or suggesting an investment strategy, explicitly or implicitly concerning financial instruments or their issuers. It includes opinions as to the present or future value or price of such instruments intended for distribution to the public. Research or other information recommending or suggesting investment strategy means information produced by an independent analyst, an investment […]
Derivative Securities The listing rules contain a special chapter in relation to the listing of derivative securities. Derivative securities are those that entitle the holder to require or make delivery or receive payment in cash in respect of securities, assets, indices or other specified variables. The rules also apply to debt securities where the issuer has an obligation arising on issue to pay less than […]
Overseas Companies Chapter 11 of the listing rules applies to overseas companies who apply for a secondary listing of their shares in the Irish stock exchange. They must have a sponsor when the application is made and for the duration of the listing. An Irish registered company with an overseas primary listing that is seeking a secondary listing must comply with certain rules, including the […]
S.110 Entities Section 110 of the Taxes Consolidation Act allows computation of trading profits of companies which qualify for treatment on the same basis as a trading company. This allows deduction of expenses including interest and other funding costs. Companies may allow a deduction for profit participating interest and interest exceeding a reasonable commercial return subject to conditions. They would otherwise be treated as distributions […]
Structured Finance Structured financing refers to various typical methods of raising money, in particular, standard loans, debentures, debt or equity. Some structures are based on exploiting taxation laws or tax differences between States so as to create deductions that might not otherwise be available or convert non-tax deductible expenses in the tax-deductible expenses or taxable income into non-taxable income. Structured finance has developed with the […]
Scope The Irish legislation on insider trading is contained in the Companies Acts. It is supplemented by EU legislation on market abuse and transparency. Dealing applies to dealing of all descriptions, whether as agent or principle. It applies to the purchase or sale of shares, underwriting or making or attempting to induce a person to buy, sell or subscribe for shares. The legislation covers officers […]
Regulator Powers The Central Bank shall have all the powers necessary for the performance of its functions under transparency regulations. The Central Bank has the power to require auditors, issuers, holders of shares and financial instruments, and persons that control them to provide information and documents to the Bank. It may require the issuer to disclose information required to the public by the means and […]
Shareholders Right If the issuer of securities proposes to amend its instruments of incorporation, i.e. Memorandum and Articles of Association, etc., it must communicate the draft amendment to the Central Bank and the regulated market on which its securities are traded. This must be done without delay but at the latest on the day of calling the general meeting, which is to vote on the […]
Market Abuse Regulation The Market Abuse Regulations are part of a package of EU financial services regulations which came into force in 2005. The other principal regulations were the Prospectus Regulations and the Transparency Regulations. Each was based on a 2003 Directive. For the purpose of the Regulations, financial instrument refers to transferable securities, money-market instruments, units in collective investment undertakings, financial futures, forward interest […]
Purpose The purpose of the rules in relation to significant transactions is to ensure that shareholders of companies with equity securities listed are notified of certain key transactions and have the opportunity to vote on larger proposed transactions. Transactions potentially include all agreements entered into by the listed company and its subsidiary undertakings. However, the requirements do not usually apply to revenue transactions in the […]
Circular Publication There are detailed requirements in the Prospectus Rules in respect of Circulars by a listed company. The Rules apply to a company that has a primary listing of equity securities. Information may be incorporated in a circular by reference to a prospectus or listing particulars or other published documents filed with the Stock Exchange or Central Bank. It must be the latest information […]
Overview A prospectus is a mandatory disclosure of information required on the issue of new shares debentures and other securities. The law on prospectuses was updated and put on the European Union wide footing in 2005, giving effect to the EU Prospectus Directive. The directive is designed to provide common European Union wide standards for prospectuses. It is also designed to facilitate the EU wide […]
Overview Stock Exchanges maintain listing rules with a view to preserving the integrity of the market in the shares, bonds and other securities traded on them. The Irish stock exchange rules are based on European Union Rules. The following relates to the listing rules of the principal exchange. Compliance with listing rules is a precondition for continued listing of shares. The rules impose obligations all […]
Listing of Securities EU directives have laid down common standards for stock exchange listing requirements. The rules provide for the information that must be published when companies are first admitted to the exchange and their ongoing publication obligations. The documents are provided and published in the country where the issuer of the shares has its registered office. Issuers registered in countries outside the EU may […]