Further Listing Considerations

Which stock exchange to pick?

EU regulated markets all follow the same disclosure, therefore there is little difference between them other than turn-around times, speed of review and ease of contacting them. Some stock exchanges also require that issuers use a listing agent.

As English is the most commonly used language, it is a good idea to select a stock exchange that can review documents written in English.

Most European issuers as well as some issuers based outside the EU will already have an equity listing in the EEA and are therefore already subject to the ongoing disclosure requirements associated with that, for such issuers, it will be relatively simple to comply with the continuing obligations for any debt securities listed on the same stock exchange 

What is required for a listing?

To list on an EU regulated market, a two-year trading record with financial information consistent with IFRS is required for a listing as well as a listing document (prospecuts) that complies with the EU Transparency Directive. 

If an issuer does not have a two-year trading record they may wish to list on an exchange regulated market.

Some issuers access the market by setting up a Medium Term Note Programme. The offering document (base prospectus) for a programme, once approved, is valid for a 12-month period. As this base prospectus has already been approved there is no requirement for the relevant stock exchange to review the final terms for each drawdown under the programme, speeding up market access. 

What has changed since Brexit?

Currently the UK Prospecuts Regulation substantially mirrors the EU Prospectus Regulation, however there are already indications of divergence. However, it is essential for issuers listing in the UK that exepmtipns are aligned so that they can continue to offer wholesale deals on a cross-border basis as seamlessly as possible. 

Although an EU listing allows issuers to passport their prospectus into other EU member states, this is rarely done. It therefore seems unlikely that issuers will move away from a London listing to a listing elsewhere in the EU, particularly since the disclosure requirements are broadly still aligned under the EU and UK Prospectus Regulations.