The CSX is aware of the time pressures under which issuers and their advisers operate and will make every effort to accommodate an issuer’s timetable.
Unlike many European exchanges the CSX is not bound by the European Prospectus Directive and so can be more flexible in its approach. Companies are free to use an existing prospectus or offering memorandum as a base for a listing document.
CSX fees for a primary listing of equity securities are:
|Market Cap||(to US $10m)||(to US $100m)||((Over US $100m)|
|Listing fee||US $10,000||US $15,000||US $20,000|
|Annual fee||US $10,000||US $10,000||US $10,000|
Listing and annual fees for secondary listings are half those of a corresponding primary listing. There are NO CSX trading fees.
The CSX is accredited by HM Revenue and Customs, the United Kingdom tax authority, as a recognised stock exchange meaning that CSX listed securities may be eligible investments for certain savings and pension products and payments on listed securities may be made without deduction of withholding tax.
The CSX is the only offshore stock exchange to be a member of the Inter Market Surveillance Group, a surveillance focused group of over 30 major exchanges from around the world.
The CSX is an affiliate member of IOSCO and of the World Federation of Exchanges.
The CSX listing rules, which are based on IOSCO standards, are tailored to allow for offerings to specialist investors meaning a progmatic approach can be taken without the need for the more onerous requirements of the retail offerings.
Trading on XCAY
Listing of equity securities on the CSX provides admission to ‘XCAY’, the new trading market powered by Deutsche Boerse’s XETRA® trading platform.
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.
International XETRA participants can be passported through a simple process as CSX broker members and will be able to reuse their existing XETRA connection to enter trades into XCAY. Trading on XCAY is 12pm to 5.30pm (GMT) with additional pre-trading and post trading sessions.
The Cayman Islands Stock Exchange
‘XCAY’ a new mid-Atlantic market for equity securities.
- the new applicant must have an expected market capitalisation of at least US$5 million with a sufficiently liquid market, normally at least 25% of equity securities in public hands (which excludes holdings of directors, substantial shareholders or their associates) unless the applicant is a specialist company limited to sophisticated investors in which case the requirement for a liquid market can be relaxed
History of operations
- companies must have an adequate operating record under substantially the same management
- the normal requirement for three years prior operations can be varied for certain specialist issuers such as technology, shipping or mineral companies which are able to supply instead a satisfactory business plan or expert valuation on the company and its operations
- the directors of the issuer must collectively have appropriate expertise and experience for the management of its business
Financial information and working capital
- the normal requirement is for audited financial statements, prepared in accordance with IAS or acceptable local GAAP, covering at least the last three years
- this can be varied for certain specialist issuers, see above
- an accountants report is required where therehas been any material change to the group structure, accounting policies, or a qualified audit in the past three years
- newly formed companies must have sufficient working capital for at least 12 months although specialist companies and companies with an established track record need only provide an explanation as to how the necessary working capital will be obtained
Trading and transferability
- the equity securities must be freely transferable except to the extent that any restrictions are approved by the CSX
- share “lock-up” provisions will be required for recently formed start-up companies
- securities must have adequate clearing and settlement arrangements
- there must be a registrar and paying agent which can be basedin the Cayman Islands or any acceptable financial centre
- the issuer must make arrangements with a CSX registered broker for share dealing
The company must be properly registered and its constitution must meet certain governance standards specified in the CSX rules, including a requirement for a minimum of three directors. Unless a company is a specialist company there is a requirement for a majority of the company’s directors to be independent of management and any other conflicting interests.
The CSX is able to offer fast track listing to specialist companies such as start-ups and companies with a sophisticated investor base.
The general requirement is that a company must include in its listing document all information necessary for an investor to make an informed investment decision. In particular the listing document must disclose details of the following:
- general information on the company and its management
- the securities for which application is being made
- the company’s capital
- the company’s business activities
- financial information on the group
- material contracts
The company must make certain documents available for public inspection including its constitutional documents and financial statements
Specialist issuing companies will be required to include in the listing document additional information such as expert reports and business plans
A listing on the CSX is a cost-efficient way to increase your company’s visibility and ability to raise funds.
The CSX has a duty to protect investors and to maintain a fair and orderly market in the securities. In order to fulfil this responsibility the CSX requires listed issuers to undertake to comply with its continuing obligations. The principal obligations are as follows:/p>
General obligation of disclosure
A company must notify the CSX immediately of any price sensitive information, material new developments or operational changes and any material change in its performance or financial position for dissemination by the CSX. In certain cases the CSX will also require that a circular be sent to shareholders and where the company proposes a change that will fundamentally alter its business operations or a significant transaction with a related party the CSX may require the company to obtain prior shareholder approval.
The issuer must publish audited annual financial statements within six months of its year end and prepare semi annual interim financial statements, which may be unaudited.
Equality of treatment
The issuer must ensure equal treatment of all holders of the same class of listed equity securities.
Any new issues of equity securities must be approved by the CSX.
Exercise of rights
The necessary information and facilities must be made available to holders of securities to enable them to exercise their rights.