Channel Islands ' The International Stock Exchange ' Continuing Obligations ' Qualified Investor Bond Market

• Published date: 29 November 2022
• Subject Matter: Finance and Banking, Financial Services, Listing Rules & Flotation, Commodities/Derivatives/Stock Exchanges
• Law Firm: Walkers
• Author: Mr Nigel Weston and Grace Pickering

This memorandum has been prepared to inform directors of companies of their obligations following the listing of bonds and any other debt securities on The International Stock Exchange ("TISE"), which is regulated by The International Stock Exchange Authority Limited (the "Authority") pursuant to Chapter 3 - Continuing Obligations of the Qualified Investor Bond Market ("QIBM"), under the listing rules of the Authority (the "Listing Rules"). The intention is to assist the directors in satisfying themselves that they are complying with all relevant requirements and to avoid breaches which may lead to undesirable consequences such as fines and suspensions.

This memorandum is intended as an overview of the subject matter and should be used as a starting point for a more detailed and comprehensive discussion of the issues based on the particular circumstances or transactions envisaged. Client Memos on other listing topics are also available on request.

Continuing obligations

The Listing Rules contain provisions setting out the continuing obligations which an issuer is required to observe once any of its securities have been admitted to listing. The Listing Rules also contain provisions regarding accountants' reports and other financial information.

Once a listing has occurred, an issuer, assisted by its sponsor, must comply with the continuing obligations specified in the Listing Rules. The continuing obligations are intended to ensure that all market users have simultaneous access to the same information and to maintain an orderly market in the listed securities.

Walkers Capital Markets Limited ("WCML"), in its capacity as listing sponsor, and the Authority, must be kept appraised of the operations of the issuer so that we may best advise at all times on any appropriate course of action to be taken by an issuer to demonstrate compliance with the continuing obligations requirements. All necessary announcements, circulars and reports filed will be published via the TISE website.

A summary of the continuing obligations is set out below.

General Obligations (Listing Rule 3.1.5)

For the duration of the listing, an issuer must make available for inspection to all bondholders and any potential bona fide transferee, a document that sets out the terms and conditions of the listed bond.

General Notifications (Listing Rule 3.2)

An issuer must as soon as reasonably practicable notify the Authority (and, unless otherwise agreed with the Authority, publish an announcement...