Secondary Listing

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 rules below. If an application is made for the admission of a class of shares, a sufficient number of shares of that class must by the time of the admission be distributed to the public in one or more EEA states.  Account will be taken of shares issued in non-EEA states if the shares are listed in that state.

Shares Traded

There are certain rules of the stock exchange set out in separate chapters with which an overseas issuer with a secondary listing of equity securities applying for a primary listing of securities must comply.  There are continuing obligations.  In particular, it must maintain sufficient shares in the public’s hand at all times and must notify the stock exchange of cessation of compliance.

Where equities of the same class as equity securities that are listed or allotted, an application for admission to listing of such equity securities must be made as soon as possible and in any event within one year of allotment.

A sufficient number of shares will be deemed to have been distributed to the public on 25 percent of the shares for which application for admission is made are in public hands.  They are not in public hands, if they are indirectly or directly controlled by certain person connected with the company and their officers.  Treasury shares do no account.

The stock exchange may accept a lower percentage if it considers the market will operate properly with the lower percentage in view of the large number of shares of the same class and the extent of  existing distribution to the public.

The stock exchange will not admit shares of a company incorporated in a non-EEA state which are not listed either at the country of incorporation or in the country in which the majority of its shares are held unless it is satisfied that the absence of listing is not due to the need to protect investors.

Notify Information Service

An overseas company must forward copies of all circulars, notices, reports and documents to which the listing rules apply at the same time as they are issued.  All resolutions passed by the company other than those concerning ordinary business and general meetings must be forwarded.

An overseas company must notify the information service as soon as the document is forwarded under the above provisions unless the text is provided to the information service.  The notification above must set out where copies of the documents can be obtained.

Title to Shares

There are requirements for reference to temporary title documents and renounceable title documents in respect of shares.  They must contain information on prescribed matters, including

• dividends and interest entitlements,
• nature of the document of title,
• issues in respect of rights issues.

In the case of renounceable documents, they should

• advise contacting an independent advisor,
• that the document is negotiable and valuable,
• provide a form of renunciation
• provide provisions for splitting of the title document relative to the holding
• provides certain other information.

Information Required

The overseas company must ensure that any definitive title document for an equity security other than a bearer security contains certain information including in particular

• number of equity securities,
• certificate of what it represents
• where the overseas company is constituted
• minimum amount and multiples thereof of which security is transferable
• note regarding the production of a certificate on transfer at the date of certificate
• interest payable and interest payments dates on fixed income security
• conditions applicable to preference shares in respect of capital dividends and if applicable conversion.

An overseas company for whom Ireland is host member state for the purpose of the transparency rules must appoint a registrar if there are more than 200 holders resident in Ireland or 10 percent or more of the equity shares are held by persons resident in Ireland.

An overseas company whose securities are admitted to trading on a regulated market should consider its obligations under the transparency regulations and transparency rules.  If it is not complying with the transparency regulations already, it must comply as if it was an issuer for the purpose of the regulations and rules.

Irish Company Primary Listing Abroad

An Irish company may be treated as an overseas company with a secondary listing on the stock exchange for the purpose of the rules provided that the company has and continues to have throughout the period of its listing, an overseas primary listing on a recognized exchange and the company has, at the time of first listing on the exchange its primary market in a country other than Ireland.

The stock exchange will require details from the company sponsor, any exemptions or derogations given by the regulatory authority in which shares are listed from the normal rules and regulations that would apply.

The stock exchange will review the case of any company availing of the above provisions on the fifth anniversary of the listing and every five years thereafter to consider whether the treatment continues to be appropriate.  If it is no longer appropriate, the company falls to be treated as a primary listed company for the purpose of the listing rules.

The annual reports of companies with a secondary listing must bear a certain warning/statement to the effect that it is not subject to ongoing listing requirements, as would be the case in respect of a company with a primary listing on the Irish stock exchange.