The International Stock Exchange (TISE)

Introduction

The International Stock Exchange (TISE), which replaced the Channel Islands Securities Exchange (CISE), now has 2,560 listings, of which around 40% are specialist debt securities and more than half are domiciled outside the Channel Islands.

Issuers can choose to list securities of traditional vehicles such as companies or more innovative entities such as cell companies. A diverse range of vehicles are taking advantage of listing on the TISE, including open and closed ended investment funds and trading companies.

Recognition

The TISE continues to attract international recognition as demonstrated by a number of designations and worldwide institutes including:

• The Protection of Investors (Bailiwick of Guernsey) Law, regulated  by the Guernsey Financial Services Commission, who licenced the Exchange to operate as an investment exchange.
• The UK HM Revenue & Customs, which has designated the Exchange as a ‘Recognised Stock Exchange’ under the Income and Corporation Taxes Act 1988.
• Approval as an Affiliate Member of the International Organisation of Securities Commissions (IOSCO).
• The International Capital Market Services Association (ICMSA), which has approved the CISE as an Associate Member.
• Official recognition by the Australian Stock Exchange.
• Pending recognition by the US Securities and Exchange Commission.

Advantages of using the TISE

With a number of stock exchanges to choose from located all over the world, it is important to differentiate between markets by focusing on their strengths. In addition to the international recognition achieved by the TISE, it is also able to offer the following advantages to issuers of securities:

• Flexibility and approachability are two of the TISE’s key strengths. The TISE works in conjunction with issuers and their advisors to achieve a solution that suits all parties. Whereas there are certain prescribed requirements for listing, issuers, through their sponsor, can seek derogations to such requirements if they are not applicable or deemed to be of minor importance.
• The Listing Rules of the TISE meet international standards.
• A ‘fast track’ system whereby document turnaround can usually be achieved on the same day, recognising that certain issuers require extremely short timeframes for the listing process.
• A practical approach to disclosure requirements and making disclosures.
• Where a listing document has already been prepared for an application to another exchange, the TISE will permit the use of this document as part of the application process, subject to the exchange being recognised by the TISE. This is known as the ‘equivalence approach’.
• Competitive pricing in terms of listing fees and ongoing fees compared with other exchanges. Fees will vary depending on the type of security that the issuer is proposing to list and current fee schedules can be found at: www.tisegroup.com/.
• The appointment of a sponsor is generally regarded as being significantly more cost effective than for other exchanges.
• It is based in a premier OECD offshore location and therefore can be more flexible by not being subject to EU listing directives.

Appointment of a sponsor

An issuer must appoint a sponsor who will manage the listing process directly with the TISE and deal with such matters as derogation requests as well as the ongoing requirements or continuing obligations once the listing has occurred.

JTC Listing Services Limited holds a Category 1 and 2 membership of the TISE, meaning we can arrange and sponsor the listing of investment funds, debt securities and other securities on the TISE through our Guernsey and Jersey offices.  We will work with the issuer through every stage of the application process and are able to arrange meetings with the TISE to discuss any aspect of the application if necessary. We are also able to provide additional services to the engagement such as fund administration, company secretarial, accounting and investor reporting and experienced non-executive directors.

Listing process

Stage 1: the issuer, sponsor and advisers prepare the initial application documents and submit them to the TISE. Open dialogue with the TISE prior to submitting this application is encouraged and is in keeping with its flexibility and approachability.

Stage 2: the TISE reviews the documentation and reports back to the sponsor, usually within a 48 hour period. The sponsor, in conjunction with the issuer and its advisers, then addresses any queries raised by the TISE.

Stage 3: the final application is lodged with the TISE and once the Listing Department is satisfied they will submit the application to the Market Authority which meets every day to consider listings.

Stage 4: once approved by the Market Authority, the listing documents are filed and securities are admitted to the Official List.

Ongoing obligations

Following a listing, the issuer must adhere to the Listing Rules and the continuing obligations to ensure that all market users have access to the same information simultaneously and that an orderly market is maintained in the listed securities.

This publication is intended to provide an overview of the subject matter and is not comprehensive in nature or to be construed as legal or tax advice. We recommend that clients seek professional advice on any particular matter.