Equity Capital Markets: Atlantic Securities Market
The Irish Stock Exchange ("ISE") has taken further steps to launch its Atlantic Securities Market ("ASM"), an initiative that it first announced at Dublin's Web Summit in October 2013, by producing draft rule books for both issuers and ASM advisors and conducting a briefing for Dublin's capital markets advisory and intermediary community. The ASM rules will facilitate a dual quotation for an issuer's equity on NYSE/NASDAQ and ASM itself, thus providing liquidity on both sides of the Atlantic.
It is expected that the ASM will be formally launched later in 2015 and it is the ISE's intention that the launch coincide with the first market admission. The ASM will be the first market of its kind in Europe and will enable investors to trade in both euro- and dollar-denominated securities of relevant issuers. Other highlights include:
- Information from NYSE/NASDAQ registration statements can be incorporated by reference in ASM admission document;
- Companies with securities admitting to trading on NYSE or NASDAQ for at least 18 months can avail of a fast-track admission process;
- The ASM Rules for Companies have been closely aligned with the relevant SEC and US securities markets’ requirements, thereby making the admission process and the on-going compliance regime as streamlined and user-friendly for companies as possible.
- Generally no shareholder approval is required for major transactions other than reverse takeovers or fundamental changes of business;
- Rules for disclosure etc. will be aligned with NYSE/NASDAQ rules;
- Stamp duty free trading in most cases;
- The ASM will be a multilateral trading facility and not a regulated market for prospectus, transparency, market abuse and other purposes (although note that we expect the market abuse regime to change in the near future); and
- Existing registered ESM sponsors should be automatically eligible to be ASM advisers.
The ASM is expected to be an attractive option for issuers seeking liquidity on both sides of the Atlantic.
For further information on the matters covered in this update, please contact your usual Maples and Calder contact.