No Change for ISE Listing Regime
The Irish Stock Exchange (“ISE”) has recently decided to maintain its existing listing regime for companies trading on the Main Securities Market in Ireland and not to pursue a revision of the listing regime, mirroring changes introduced by the Financial Services Authority to the UK listing regime, which had been under consideration.
An ISE consultation paper issued earlier this year proposed revising the existing ISE ‘primary’ and ‘secondary’ listing categories with 'premium' and 'standard', respectively. Companies could then choose either a ‘premium’ listing (compliance with the existing ISE Listing Rules) or a ‘standard’ listing (compliance with the EU Directive minimum standards, thus reducing the compliance burden).
The ISE stated that "there was not a sufficiently strong mandate for change". This decision means that, in the vast majority of cases, Irish companies will retain a ‘primary’ listing on the ISE and consequently, be required to continue complying with the highest requirements of the ISE Listing Rules.
What now for prospectus review?
Under the Prospectus Directive, the Central Bank of Ireland was designated as the competent authority, with ultimate authority for all prospectus approval. Certain tasks of the Bank under the Directive could be delegated to other authorities. The majority of the prospectus review process was delegated to the ISE. These delegation arrangements have now come to an end with the Bank taking primary responsibility for prospectus review with effect from 12 December 2011.
The ISE will remain the competent authority for listing in Ireland and will continue to set the Listing Rules and ensure compliance with those Listing Rules. However, the Listing Rules, insofar as they relate to applications for listing, have changed.
Previously, the ISE reviewed the first drafts of prospectuses for: (i) compliance with the Directive (in its capacity as a Central Bank delegate) and (ii) compliance with the conditions for listing (in its own capacity as competent authority for listing). First drafts of relevant prospectuses will now be submitted to the Bank for review against the requirements of the Directive and, separately, but simultaneously, submitted to the ISE for review for compliance with the Listing Rules. Therefore, two separate submissions of the same document will be necessary. A copy of the final draft must also be sent for approval to both the Banks and the ISE before securities can be admitted.