International Listing – CS Professional Study Material

Chapter 14 International Listing – Corporate Funding and Listing in Stock Exchange ICSI Study Material is designed strictly as per the latest syllabus and exam pattern.

International Listing – Corporate Funding & Listing in Stock Exchange Study Material

Question 1.
Write down the criteria to get listed on Singapore Exchange Ltd. (SGX). (June 2019, 5 marks)
Answer:
Process to get listed on SGX Mainboad:

1. Meet With Accredited Issue Managers
Meet with accredited Issue Managers to share your company’s plans and learn how to get listed.

2. Appoint An Accredited Issue Manager
The Issue Manager will manage the listing application for your company, including recommendations on the appointment of other professionals required.

3. Assessment Period
You will work closely with your mandated Issue Manager to decide on a suitable structure and method of offering of your company’s securities. The Issue manager will guide you in preparing the listing application for your company.

4. Stage 1: Submission of Section (A) of the Listing Admissions Pack
Preparation for the listing application begins. As you will be collaboating with the Issue Manager, you may want to familiarise yourself with the Main board Rules available online.

5. Stage 2: Submission of Section (B) of the Listing Admissions Pack
After SGX has informed the Issue Manager that it may proceed with Stage 2 of the application, the Issue Manager can submit Section (B) of the Listing Admissions Pack, together with the full listing application (including the relevant undertakings and confirmations required under the Mainboard Listing Manual and the prospectus) shareholders’ circular). SGX is committed to provide an iterative response within four weeks from the commencement of Stage 2.

6. Approval
Once the submission is approved SGX will issue an ETL letter, which is valid for three months.

7. Lodgement of Documents and Public Exposure
The company can now lodge the preliminary prospectus on MAS’ website, the Offers and Prospectuses Electronic Repository and Access (OPERA), for public feedback for at least a week.

8. Registration of Documents and Launch of Offer(IPO)
The company can now register the final prospectus on OPERA. pending public feedback or changes and approval from MAS.

9. Confirmation of Allotment and Trading Commences
Once the offer period closes, allocation of the subscriptions will commence and your company’s securities will be allotted and credited to successful investors. A welcome ceremony will be held at SGX to commemorate
the listing of your company’s securities, culminating in a countdown to the first trades of your company’s securities.

Question 2.
Briefly explain the concept of market segmentation. (June 2019, 5 marks)
Answer:
Market segmentation is the practice of dividing a large market into segments with similar needs. International listing enables firms to divide foreign investor markets into segments which are easy to access. Companies seek to list internationally because they anticipate to gain from a lower cost of capital. This is due to greater availability of their stocks to foreign investors. Their access to these stocks may otherwise be restricted due to international investment barrier.

Question 3.
Explain briefly the Professional Securities Market and the provisions relating to listing of Depository Receipts thereon. (Dec 2019, 5 marks)
Answer:
The Professional Securities Market is an innovative, specialised market designed to suit the specific needs of issuers. It facilitates the raising of capital through the issue of specialist debt securities or depositary receipts (DRs) to professional investors.

Companies wishing to raise capital may do so without the additional cost of following a retail or equity regime. As a listed, exchange-regulated market, the Professional Securities Market enables issuers to enjoy the benefits of a flexible and pragmatic approach to regulatory requirements.

Issuers of debt or DRs are not required to report historical financial information to IFRS or an equivalent standard, either in listing documents or as a continuing obligation. Instead, issuers can use their domestic accounting standards.

Listing of Depository Receipts on the Professional Security Market:
DRs are typically held in US dollars and issued by a depository bank. Several forms of DRs can be listed and traded in London, including Global Depositary Receipts (GDRs) and American Depository Receipts (ADRs).
Admitting DRs to the PSM involves a two-step, simultaneous process. A company submits its Listing Particulars to the UKLA, while also applying to the Exchange for admission of its DRs to trading on the PSM.

Trading platform : All DRs admitted to the PSM are traded on the International Order Book (IOB), the worlds leading electronic order book for Drs.

Preparing a Company for an IPO and Governance Requirements - CS Professional Study Material

Question 4.
Explain the requirements and process for listing of Shares/GDRs on the Euro MTF. (Dec 2019, 5 marks)
Answer:
Listing on the Euro MTF will require submission of a prospectus to LuxSE. Once your prospectus has been reviewed and approved, your share or GDR will be listed and admitted to trading.

Choose a listing agent (optional):
it is not mandatory to appoint a listing agent. Either the issuer itself or a company acting on its behalf can submit requests for approval.

Listing Requirements:
In order to list on the Euro MTF, a security must fulfil the following criteria, among other things:

  • Minimum capital of €1,000,000, or equivalent value in other currencies
  • Minimum public free float of 25%
  • Securities should be eligible for clearing and settlement
  • Securities should be freely negotiable and fungible

Listing Process:
File a prospectus:
To begin the listing process, the following documents to be sent to
LuxSE:

  1. A copy of your prospectus:
  2. Application form
  3. Undertaking letter
  4. Articles of association
  5. Existing agreements/conventions
  6. The last three annual financial reports (if published)

Prospectus review:
A first set of comments on a complete draft prospectus will be sent to you within a maximum period of three business days from the date of receipt of the filed application.
Additional comments following submission of an updated draft prospectus will be provided within a maximum of two business days after submission.

Final submission:
Listing can take place after receipt of the following items:

  1. Final version of the prospectus
  2. First listing price

Fees:
All fees are to be paid to LuxSE and are priced in euros. The fee structure will vary depending on whether or not you are a “recently established company”, i.e. a company that has not published or registered annual accounts for the three previous financial years.

Continuing Obligations:
After listing and admission to trading, issuers must fulfil specific reporting obligations. For example, issuers must file information and scheduled corporate events with LuxSE.

LEI Code:
In the context of MiFID II/ MiFIR and MAR, the LuxSE is obliged to collect a Legal Entity Identifier or LEI code from any issuer operating on its regulated market (Bourse de Luxembourg) and on its Multilateral Trading Facility (Euro MT F) and communicate it to the relevant supervisory authorities.

Question 5.
Bring out the differences between Bourse de Luxembourg (BdL market) and Euro MTF Market. (Dec 2019, 5 marks)
Answer:

BdL market EU-regulated market Euro MTF market Exchange-regulated market
The CSSF, Luxembourg’s supervisory authority, is in charge of prospectus approval. The Luxembourg Stock Exchange is in charge of prospectus approval.
Eligible for a European passport. No European passport provided.
Entry for issuers is subject to the Prospectus and Transparency Obligation Directives. Outside the scope of the Prospectus and Transparency Obligation Directives.
Issuers subject to International Financial Reporting Standards (I FRS), or an equivalent, for non-EU issuers. Financial reporting is in line with IFRS However, other accounting standards, such as Generally Accepted Accounting Principles (GAAP), are accepted.

Question 6.
Explain the role of “Nomads”. (Dec 2019, 5 marks)
Answer:
The Nominated Adviser (Nomads) are corporate finance advisers approved by the London Stock Exchange to act in this capacity. To obtain approval as Nomad, a firm must meet the eligibility criteria set out in the AIM Rules for Nominated Advisers.

A Nomad is responsible for advising and guiding a company on its responsibilities in relation to its admission to AIM as well as its continuing obligations once on market. To help fulfil this role, the Nomad will:

  • undertake extensive due diligence to ensure a company is suitable for AIM.
  • provide guidance throughout the flotation process.
  • prepare the company for being on a public market.
  • help prepare the AIM admission document.
  • confirm appropriateness of the company to the Exchange.
  • act as the primary regulator throughout a company’s time on AIM.

Preparing a Company for an IPO and Governance Requirements - CS Professional Study Material

Question 7.
Discuss the role of US Securities and Exchange Commission in regulating Securities Market. (Dec 2020, 5 marks)
Answer:
1. The mission of the U.S. Securities and Exchange Commission (SEC) is to protect investors, maintain fair, order, and efficient markets, and facilitate capital formation.

2. As more and more first time investors turn to the markets to help secure their futures, pay for homes, and send children to college, U.S. Securities and Exchange Commission’s (SEC) investor protection mission is more compelling than ever.

3. The laws and rules that govern the securities industry in the United States derive from a simple and straight forward concept, i.e. all investors whether large institutions or private individuals, should have access to certain basic facts about an investment prior to buying it, and so long as they hold it.

4. To achieve this, the Securities and Exchange Commission overseas the key participants in the securities world, including securities exchanges, securities brokers and dealers, investment advisors, and mutual funds.
Here the Securities and Exchange Commission is concerned primarily with promoting the disclosure of important market related information, maintaining fair dealing, and protecting against fraud.

5. Though it is the primary overseer and regulator of the U.S. securities markets, the Securities and Exchange Commission works closely with many other institutions, including Congress, other federal departments and agencies, the self-regulatory organisations.

The laws that govern the Securities Industry in U.S.:
(a) Securities Act of 1933
(b) Securities Act of 1934
(c) Trust Indenture Act of 1939
(d) Investment Company Act of 1940
(e) Investment Advisors Act of 1940
(f) Sarbanes-Oxley Act of 2002

Question 8.
Discuss the benefits of listing on international Stock Exchange. (Dec 2020, 5 marks)
Answer:
A company may choose to list its shares in a stock exchange of a country or of a country other than that in which the company is based.

Firms may adopt international listing to obtain benefits that include lower cost for capital, expanded global shareholder base, greater liquidity in the trading of shares, prestige and publicity.
Decision makers also need to be satisfied that the benefits exceed possible costs, such as listing costs, exposure to legal liabilities, taxes and various trading frictions, and reconciliation of financial statements with varying national standards.

Because of the benefits of being cross border listed more and more companies are getting themselves listed on stock exchange markets based outside of their home countries.

Benefits are given below:

1. Increased Market Liquidity:
International listing enables companies to trade its shares in numerous time zones and multiple currencies. This increases the issuing company’s liquidity and gives it more ability to raise capital.

2. Market Segmentation:
Market segmentation is the practice of dividing a large into clear segments with similar needs. International listing enables firms to divide foreign investor markets into segments which are easy to access.

3. Capital requirements and growth opportunities:
Companies in emerging markets need to use international listing to raise capital to continue to grow beyond their home market.

4. Wider shareholder base:
International listing provides access to a larger pool of potential investors (both retail and institutional). Wider shareholder base are less risky.

5. Other advantages:
Higher visibility/brand awareness, increased opportunities for mergers and acquisitions, entering markets with better investment protection reduces costs and creates and bonding.

Question 9.
Write a detailed note on NASDAQ. (Aug 2021, 5 marks)
Answer:
NASDAQ began primarily as a U.S. based equities exchange. Today, NASDAQ is recognized around the globe as a diversified worldwide financial technology, trading and information services provider to the capital markets, with more than 3,500 colleagues serving businesses and investors from over 50 offices in 26 countries across six continents – and in every capital market. There are three distinct markets within NASDAQ: the NASDAQ Global Market (NGM), the newly created NASDAQ Global Select Market (NGSM) and the NASDAQ Capital Market (NCM).

The NGSM mandates the highest initial listing requirements of any market in the world, while its maintenance requirements are identical to those of the NGM.

The NGM, in turn, has more stringent quantitative listing and maintenance requirements than does the NCM. The quantitative listing and maintenance criteria applicable to non-Canadian foreign private issuers for the NGM, NGSM and NCM are identical to those of US domestic and Canadian issuers.
Foreign Private Issuers may, although elect to follow home country practice in lieu of compliance with the NASDAQ corporate governance requirements.

1. Global Select Market (NGSM)
The NASDAQ Global Select Market has the highest initial listing standards of any exchange in the world. It is a mark of achievement and stature for qualified companies.
2. Global Market (NGM)
The NASDAQ Global Market lists companies with an overall global leadership and international reach with their products or services.
3. Capital Market (NCM)
NASDAQ Capital Markets are focused on its core purpose for those companies listed -capital raising

Question 10.
Discuss the various segments of Main Market of London Stock Exchange. (Aug 2021, 5 marks)
Answer:
The London Stock Exchange is one of the world’s most international capital markets, home to approximately 2,200 companies from more than 70 countries around the world. More than 500 of these companies are international.

The Main Market is the flagship market for larger, more established companies, and is home to some of the world’s largest and best known companies. The Main Market of London Stock Exchange has four segments that cater for a range of businesses and securities.

(i) Premium: Part of the Financial Conduct Authority is a financial regulatory body in the United Kingdom Official List, this segment is home to some of the world’s largest corporations that are subject to the highest standards of regulation and governance.
(ii) Standard: Subject to European Union minimum standards and part of the Official List, open to shares and debt securities.
(iii) Specialist Fund Segment: Designed for highly specialised investment entities that wish to target institutional, highly knowledgeable investors or professionally advised investors only.
(iv) High Growth Segment: A new addition to the Main Market offering, this segment is specifically designed for equity securities of high growth, revenue generating businesses that are over time seeking to become Premium listed companies.

Question 11.
Explain the process of listing GDRs on the Euro MTF. (Dec 2021, 5 marks)
Answer:
The Luxembourg Stock Exchange offers a choice of two markets, the main EU-regulated market (called “the BdL market” or the Bourse de Luxembourg market”) and an exchange-regulated market (called “the Euro MTF”)

When listing on the Euro MTF (Multilateral Trading Facility) market, the Luxembourg Stock Exchange is in charge of prospectus approval and the prospectus is drawn up according to the rules and regulations.

Listing on the Euro MTF will require submission of a prospectus to LuxSE. Once your prospectus has been reviewed and approved, your share or GDR will be listed and admitted to trading.

1. Choose a listing agent (optional) : It is not mandatory to appoint a listing agent. Either the issuer itself or a company acting on its behalf can submit requests for approval.
2. Listing Requirements: In order to list on the Euro MTF, a security must fulfil the following criteria, among other things:

  • Minimum capital of €1,000,000, or equivalent value in other currencies ’
  • Minimum public free float of 25%
  • Securities should be eligible for clearing and settlement — Securities should be freely negotiable and fungible

3. Listing Process:

(a) File a prospectus : To begin the listing process, the different documents to be sent to LuxSE:

  • A copy of the prospectus of issuer;
  • Application form
  • Undertaking letter
  • Articles of association
  • Existing agreements/conventions
  • The last three annual financial reports (if published)

(b) Prospectus review : A first set of comments on a complete draft prospectus will be sent to you within a maximum period of three business days from the date of receipt of the filed application.
Additional comments following submission of an updated draft prospectus will be provided within a maximum of two business days after submission.

(c) Final submission : Listing can take place after receipt of the following items:

  1. Final version of the prospectus
  2. First listing price

4. Fees : All fees are to be paid to LuxSE and are priced in euros. The fee structure will vary depending on whether or not issuer is a “recently established company”, i.e. a company that has not published or registered annual accounts for the three previous financial years.

5. Continuing Obligations: After listing and admission to trading, issuers must fulfil specific reporting obligations. For example, issuers must file information and scheduled corporate events with LuxSE.

6. LEI Code : In the context of Markets in Financial Instruments Directive / Markets in Financial Instruments Regulation and the Market Abuse Regulation (MAR), the LuxSE is obliged to collect a ‘Legal Entity Identifier’ or ‘LEI’ code from any issuer operating on its regulated market (Bourse de Luxembourg) and on its Multilateral Trading Facility (Euro MTF) and communicate it to the relevant supervisory authorities.

Question 12.
SGX’s Main Board listing requirements are benchmarked against international standards and are in line with best practices from developed jurisdictions. Discuss in brief. (June 2022, 5 marks)

Preparing a Company for an IPO and Governance Requirements - CS Professional Study Material

Question 13.
The Luxembourg Stock Exchange is well known for its independent and international listing expertise. Discuss in brief. (June 2022, 5 marks)

Question 14.
The mission of the U.S. Securities and Exchange Commission (SEC) is to protect investors, maintain fair, orderly, and efficient markets, and facilitate capital formation. Discuss in brief. (June 2022, 5 marks)

Question 15.
Explain the benefits of Listing on International Stock Exchanges.
Answer:
1. Increased Market Liquidity
International listing enables companies to trade its shares in numerous time zones and multiple currencies. This increases the issuing company’s liquidity and gives it more ability to raise capital.

2. Market Segmentation
Market segmentation is the practice of dividing a large market into clear segments with similar needs. International listing enables firms to divide foreign investor markets into segments which are easy to access. Companies seek to list internationally because they anticipate gaining from a lesser cost of capital. This arises because their stocks become more available to foreign investors. Their access to these stocks may otherwise be restricted due to international investment barrier.

3. Capital needs and growth opportunities
Companies in emerging markets need to use international listing to raise capital to continue to grow beyond their home market.

4. Wider shareholder base
International listing provides access to a larger pool of potential investors (both retail and institutional). Wider shareholder base are less risky.

5. Better Investor Protection
Companies need to comply with the provisions of all the regulatory aspects of the listing of those countries, where sought to be listed. Investors will therefore find themselves more protected and comfortable to invest in these companies.

6. Secure Clearing
A stock exchange provides a reliable and secure clearing mechanism. Listing on a foreign stock exchange is possible only after creating robust and advance clearing system.

7. Other benefits
Higher visibility/brand awareness, increased opportunities for mergers and acquisitions, entering markets with better investment protection reduces costs and creates bonding (a signal of corporate governance).

Question 16.
Enumerate the criteria to get listed on SGX mainboard.
Answer:

1. Meet with Accredited Issue Managers
Meet with accredited Issue Managers to share your company’s plans and learn how to get listed. Only an accredited Issue Manager can make submissions for Mainboard listings.

2. Appoint an Accredited Issue Manager
The Issue Manager will manage the listing application for your company, including recommendations on the appointment of other professionals required.

3. Assessment Period
You will work closely with your mandated Issue Manager to decide on a suitable structure and method of offering of your company’s securities. The Issue Manager will guide you in preparing the listing application for your company.

4. Stage 1: Submission of Section (A) of The Listing Admissions Pack
Preparation for the listing application begins. As you will be collaborating with the Issue Manager, you may want to familiarise yourself with the Mainboard Rules available online.

5. Stage 2: Submission of Section (B) of The Listing Admissions Pack
After SGX has informed the Issue Manager that it may proceed with Stage 2 of the application, the Issue Manager can submit Section (B) of the Listing Admissions Pack, together with the full listing application (including the relevant undertakings and confirmations required under the Mainboard Listing Manual and the prospectus/shareholders’ circular).

6. Approval
Once your submission is approved, SGX will issue an ETL (Eligibility to List) letter, which is valid for three months.

7. Lodgement of Documents & Public Exposure
Your company can now lodge the preliminary prospectus on MAS’ website (Monetary Authority of Singapore), the Offers and Prospectuses Electronic Repository and Access (OPERA), for public feedback for at least a week. After lodgement of the preliminary prospectus, there are other processes which are undertaken solely by your company and your Issue Managers/other professionals which do not involve SGX such as bookbuilding where you may find cornerstone and institutional investors.

8. Registration of Documents & Launch Of Offer (IPO)
Your company can now register the final prospectus on OPERA, pending public feedback or changes and approval from MAS. The offer period commences thereafter and applications to subscribe for the company’s securities starts.

9. Confirmation of Allotment & Trading Commences
Once the offer period closes, allocation of the subscriptions will commence and your company’s securities will be allotted and credited to successful investors.

Preparing a Company for an IPO and Governance Requirements - CS Professional Study Material

Question 17.
Enumerate the various segment of Main market of London Stock Exchange.
Answer:
Main Market
The Main Market is the flagship market for larger, more established companies, and is home to some of the world’s largest and best known companies. Underpinned by London’s balanced and globally-respected standards of regulation and corporate governance, the Main Market represents a badge of quality for every company admitted and traded on it and an aspiration for many companies worldwide. It is an EU Regulated Market.

The Main Market has four segments that cater for a range of businesses and securities.

1. Premium: Part of the FCA’s (Financial Conduct Authority (FCA) is a financial regulatory body in the United Kingdom) Official List, this segment is home to some of the world’s largest corporations that are subject to the highest standards of regulation and governance.
2. Standard: Subject to EU minimum standards and part of the Official List, open to shares and debt securities.
3. Specialist Fund Segment: Designed for highly specialised investment entities that wish to target institutional, highly knowledgeable investors or professionally advised investors only.
4. High Growth Segment: A new addition to the Main Market offering, this segment is specifically designed for equity securities of high growth, revenue generating businesses that are over time seeking to become Premium listed companies.

Question 18.
Differentiate between BdL market and Euro MTF market.
Answer:
BdL market EU-regulated market

  • The CSSF, Luxembourg’s supervisory authority, is in charge of prospectus approval.
  • Eligible for a European passport.
  • Entry for issuers is subject to the Prospectus and Transparency Obligation Directives.
  • Issuers subject to International Finâncial Reporting Standards (IFRS), or an equivalent, for non-EU issuers.

Euro MTF market Exchange-regulated market

  • The Luxembourg Stock Exchange is in charge of prospectus approval.
  • No European passport provided
  • Outside the scope of the Prospectus and Transparency Obligation Directives.
  • Financial reporting is in line with IFRS.
  • However, other accounting standards, such as Generally Accepted Accounting Principles (GAAP), are accepted.

Question 19.
Briefly discuss about the role of US Securities and Exchange Commission.
Answer:
US Securities and Exchange Commission
The mission of the U.S. Securities and Exchange Commission is to protect investors, maintain fair, orderly, and efficient markets, and facilitate capital formation.

As more and more first-time investors turn to the markets to help secure their futures, pay for homes, and send children to college, our investor protection mission is more compelling than ever.

The laws and rules that govern the securities industry in the United States derive from a simple and straightforward concept: all investors, whether large institutions or private individuals, should have access to certain basic facts about an investment prior to buying it, and so long as they hold it. To achieve this, the SEC requires public companies to disclose meaningful financial and other information to the public.

The SEC oversees the key participants in the securities world, including securities exchanges, securities brokers and dealers, investment advisors, and mutual funds. Here the SEC is concerned primarily with promoting the disclosure of important market-related information, maintaining fair dealing, and protecting against fraud.
The laws that govern the Securities Industry in US: ”

  • Securities Act of 1933
  • Securities Exchange Act of 1934
  • Trust Indenture Act of 1939
  • Investment Company Act of 1940
  • Investment Advisers Act of 1940
  • Sarbanes-Oxley Act of 2002
  • Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010
  • Jumpstart Our Business Startups Act of 2012
  • Rules and Regulations

International Listing Notes

1. Singapore Exchange Limited (SGX)
SGX is Asia’s key risk management centre with a wide a range of innovative products and fast-to-market services. Singapore is one of the few Asian countries with an “AAA” rating. As a listing destination for global companies, SGX listing rules provide flexibility for companies with diverse backgrounds to source for public financing in Singapore. While SGX continues to attract more global companies, its listing standards and the quality of listed companies are never compromised.

There are Two Listing processes at SGX:

Mainboard Listing Process: caters to the needs of established enterprises. Mainboard-listed companies enjoy the prestige of an established market place and access to the widest range of institutional and retail investors.

Catalist Listing Process: caters to the needs of fast-growing enterprises. Companies seeking a primary listing on the Catalist must be brought to list by authorised Sponsors via an initial public offering (IPO) and reverse take-over.

2. London Stock Exchange
The London Stock Exchange is one of the world’s most international capital markets, home to approximately 2,200 companies from more than 70 countries around the world. More than 500 of these companies are international. The markets of the London Stock Exchange put UK and international companies in touch with one of the world’s deepest pools of global capital.

The Exchange provides an active and efficient secondary market for trading in a wide range of securities, via a number of different trading services. The appropriate platform for the securities will be determined by a number of factors including whether the issuer is UK based or international issuer.

3. Nomad
The Nominated Adviser (Nomad), broker and other advisers play a central role in a company’s admission to AIM. It is important that a company is confident that it can establish a good working relationship with the appointed Nomad as they will be working closely together at admission and on an ongoing basis. In choosing its advisers, a company will want to ensure that they:

  • understand its business
  • have appropriate experience in the sector
  • share the company’s vision for the future.

Preparing a Company for an IPO and Governance Requirements - CS Professional Study Material

4. Listing of Depository Receipts on the PSM
DRs are typically held in US dollars and issued by a depository bank. Several forms of DRs can be listed and traded in London, including Global Depositary Receipts (GDRs) and American Depository Receipts (ADRs). Admitting DRs to the PSM involves a two-step, simultaneous process. A company submits its ‘Listing Particulars’ to the UKLA, while also applying to the Exchange for admission of its DRs to trading on the PSM.
Trading platform: All DRs admitted to the PSM are traded on the International Order Book (IOB), the world’s leading electronic order book for DRs.

Luxembourg Stock Exchange
The Luxembourg Stock Exchange is well known for its independent and international listing expertise. Instruments that are currently listed are shares, warrants, bonds of many types, depositary receipts and investment funds.
Listing in Luxembourg is both relatively straightforward and flexible.

There are three main phases in the process:

  • The pre-application and file submission phase.
  • The application phase.
  • The approval phase.

The Luxembourg Stock Exchange offers a choice of two markets, the main EU-regulated market (called “the BdL market” or the Bourse de Luxembourg market”) and an exchange-regulated market (called “the Euro MTF”)

When listing on the Euro MTF market, the Luxembourg Stock Exchange is in charge of prospectus approval and the prospectus is drawn up according to our own rules and regulations. When listing on the BdL market, Luxembourg’s financial regulator, the Commission de Surveillance du Secteur Financier (CSSF), reviews and approves a prospectus.

By being outside the scope of EU regulations, issuers on the Euro MTF market benefit from less stringent requirements for financial reporting.

5. US Securities and Exchange Commission
The mission of the U.S. Securities and Exchange Commission is to protect investors, maintain fair, orderly, and efficient markets, and facilitate capital formation.

As more and more first-time investors turn to the markets to help secure their futures, pay for homes, and send children to college, our investor protection mission is more compelling than ever.

The laws and rules that govern the securities industry in the United States derive from a simple and straightforward concept: all investors, whether large institutions or private individuals, should have access to certain basic facts about an investment prior to buying it, and so long as they hold it. To achieve this, the SEC requires public companies to disclose meaningful financial and other information to the public.

The SEC oversees the key participants in the securities world, including securities exchanges, securities brokers and dealers, investment advisors, and mutual funds. Here the SEC is concerned primarily with promoting the disclosure of important market-related information, maintaining fair dealing, and protecting against fraud.

The laws that govern the Securities Industry in US:

  • Securities Act of 1933.
  • Securities Exchange Act of 1934.
  • Trust Indenture Act of 1939
  • Investment Company Act of 1940.
  • Investment Advisers Act of 1940.
  • Sarbanes-Oxley Act of 2002.
  • Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.
  • Jumpstart Our Business Startups Act of 2012.
  • Rules and Regulations.

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