In March 2013 the Cayman Islands Stock Exchange went live on the Deutsche Boerse’s XETRA® trading platform. In April the CSX published new listing rules to facilitate listings by start-ups, mineral companies and specialist companies for sophisticated investors.
By acquiring XETRA technology and launching rules targeting equity listings the CSX offers an alternative international venue for listing and trading the shares of growth and specialist companies.
The New Market – ‘XCAY’
XETRA is Deutsche Boerse’s international cash market platform for trading equities, bonds, warrants, exchange traded funds and other instruments.
Based on the industry-driven and international messaging standard FIX protocol (Financial Information eXchange protocol), the XETRA FIX Gateway offers simple and flexible access to all XETRA markets based around the world.
The CSX will be accessible through the FIX Gateway under the Market Identification Code ‘XCAY’. Those wishing to trade on XCAY will be able to do so through existing CSX broker members or can access a network of approximately 400 banks and brokers worldwide who are currently authorised to trade on one or more XETRA markets. International XETRA participants can be passported through a simple process as CSX broker members. Trading on XCAY is Monday to Friday continuous with main trading between 12pm to 5.30pm (GMT), pre- and post-trading and opening and closing auctions.
Listing Requirements
CSX Listing Rules are based on IOSCO disclosure standards and since the CSX is not subject to the European listing directives the rules can be applied flexibly.
Building on its expertise for listing hedge funds and other specialist products the CSX is targeting in particular specialist companies with sophisticated investors (investing at least US$100,000) that may be looking for the transparency and regulatory oversight of a listing rather than a liquid share market. For such companies the CSX can offer a flexible approach to listing and some of the basic suitability requirements can be flexed in return for enhanced risk disclosure.
The basic requirements are:
- Companies can be incorporated in any internationally recognised jurisdiction although must have a corporate advisor that can liaise with the CSX during its business hours.
- New applicants must have a minimum market capitalisation of US$5 million and sufficient shares in public hands. The normal 25% free-float requirement can be reduced significantly for specialist companies provided it is made clear to investors that there may not be an active secondary market.
- For specialist companies, start-ups and mineral companies the normal requirement for an established track record can be waived in return for independent expert reports, forward projections and key shareholder lock-ins.
- Boards must have appropriate experience and expertise and (except in the case of specialist companies) a majority of independent directors.
- CSX listed companies are subject to a takeover code and must
- implement a share dealing code for directors and key employees.
- Companies are required to meet basic constitutional requirements for directors’ conduct and shareholder rights.
- Companies without a 3 year trading record must demonstrate at least 12 months working capital. There is an exemption for specialist companies provided they can adequately explain how any shortfall will be met.
- Financial statements must be prepared under IAS or an acceptable local GAAP, which includes UK GAAP.
Listing documents can be based on existing offering documents and it is possible to passport or incorporate by reference documents filed with another exchange recognised by the CSX. The CSX can offer a fast-track secondary listing to companies which have a primary listing on a recognised exchange.
Settlement
Securities must have an ISIN and be eligible for electronic clearing and settlement. There is a pathway for all CSX listed securities to be settled through Clearstream via a suitable paying agent of the company’s choice.
Fees
The CSX operates a listing fee based model where listed companies pay an application fee (ranging from US$10,000 to US$20,000) based on initial market capitalisation and a fixed annual fee of US$10,000. There are no trading fees. The fees are halved for secondary listings.
Timing
An application for a primary listing can be expected to complete in 4-6 weeks provided that the initial application and documentation are in substantially complete form. Secondary listings can be processed in one to two weeks.
For further information please visit the Cayman Islands Stock Exchange.
