By Bruce MacNeil, Partner, Ogier
2017 was in many ways a landmark year for The International Stock Exchange (“TISE”), representing a year of 40% growth in the volume of new listings and increasing use by issuers of TISE for high yield listings.
It will soon be the second anniversary of EU Market Abuse Regulation No 596/2014 (“MAR”) which came into force on 3 July 2016. This article, ahead of the second anniversary of MAR having come into force, considers why this growth in TISE listings of high yield bonds is occurring and what TISE is doing to support this growth.
Traditionally, high yield bonds have needed to be listed (on an EU exchange or a non-EU exchange) for two reasons – firstly, for the withholding tax exemption as explained below, and secondly, to make them an option for EU and US investors which are subject to investment restrictions requiring listed investments.
For some issuers, listing high yield bonds is also seen as a precursor to an IPO, providing an opportunity for profile raising and engaging with investors, as well as understanding what it means to have a listing.
Issuers have traditionally listed debt on TISE (formerly known as the Channel Islands Securities Exchange) to take advantage of the Quoted Eurobond Exemption, thereby, for example, enabling an issuer subject to UK tax to make interest payments on listed securities gross without withholding for tax.
TISE is recognised by HMRC as a recognised stock exchange under Section 841 of the UK Income and Corporation Taxes Act 1988, meaning that qualifying debt securities listed on TISE are eligible for the Quoted Eurobond Exemption.
EU Market Abuse Regulation (MAR)
MAR came into force on 3 July 2016, extending the scope of existing EU market abuse regulation to issuers of debt securities which are traded on a multilateral trading facility (MTF) or an organised trading facility (OTF). MTFs encompass many trading and listing venues that are not regulated markets, such as the Irish Global Exchange Market (GEM) and the Luxembourg EuroMTF.
MAR requires that policies and procedures are put in place to ensure compliance with its rules, for example relating to additional disclosure requirements, the preparation of insider lists and reporting of transactions involving persons discharging managerial responsibilities within the issuer (“PDMRs”) and the maintenance of lists of such PDMRs and any associated persons. EU exchanges have amended their respective listing rules to reflect the requirements of MAR, as it is directly applicable in all EU Member States and affects all issuers with securities listed on affected EU exchanges.
TISE listings of debt securities are not subject to MAR, but instead are subject to the requirements of Chapter 8 of TISE’s Listing Rules (the “Listing Rules”). TISE’s position, as explained below, is more flexible and involves recognition that specialist debt securities issued by SPVs/holding companies tend to be purchased and traded by a limited number of sophisticated, intra-group and/or institutional investors.
The main advantages of TISE as compared to other exchanges is that it offers recognised stock exchange status for Quoted Eurobond purposes, competitive pricing, a responsive approach and a pragmatic approach to disclosure and regulatory requirements.
TISE is internationally recognised by various bodies, as underlined by its status as an Affiliate Member of the International Organisation of Securities Commissions (IOSCO) and an Affiliate Member of the World Federation of Exchanges (WFE) as well as its more recent recognition from the German financial services regulator (BaFin). TISE is licensed to operate as an investment exchange under the Protection of Investors (Bailiwick of Guernsey) Law 1987 and is regulated by the Guernsey Financial Services Commission.
Since July 2016 when MAR came into force, more than 100 issuers have chosen to list high yield bonds on TISE. This has included a mix of European and US issuers (including high profile issuers such as Netflix). Recently, there have also been a number of migrations of listings of high yield bonds from the Irish and Luxembourg exchanges to TISE.
There were 705 new listings on TISE in 2017, which was an increase of 203 (40%) on the previous years, with much of the growth (approximately 10%) driven by high yield bonds. In 2017, there were 71 new listings of high yield bonds by 56 issuers on TISE. This has been significant growth and feedback from our clients/intermediaries has been that TISE has adopted a helpful and pragmatic approach in supporting this growth.
TISE’s Approach toHigh Yield Listings
Any issuer wishing to have its securities listed on TISE is required to engage a listing sponsor, which will act as an intermediary between the issuer and TISE, including seeking TISE’s approval for the form and content of listing particulars, applying for any derogations from the Listing Rules and preparing and filing listing applications.
Ogier Corporate Finance Limited is one of the leading sponsors of listings on TISE and has been a member of TISE since its launch in 1998. We have worked on a large number of high yield listings, particularly over the last 18 months, and our experience of TISE’s approach in this area is as follows:
High yield bonds are treated as specialist securities under Chapter 8 (Specialist securities) of TISE’s Listing Rules, which requires that investors are sophisticated and/or institutional. Specialist securities must not be held by retail investors, although high yield bonds usually have a high denomination, in which case this should not be an issue.
A number of high yield issuers use password-protected websites to distribute quarterly results and other announcements to bond market participants and TISE, without publicly publishing this information (as would be required under MAR). TISE permits the use of password-protected websites, subject to all information being made readily available to any qualified persons likely to deal in the listed securities, i.e. potential investors.
The offering memorandum (“OM”) prepared by the issuer’s onshore counsel will form the listing document for the purposes of the listing application, together with the indenture and any other material documents in connection with the issue of the securities (or alternatively, subject to TISE’s approval, the indenture and/or such material documents maybe summarised in detail in the OM rather than forming part of the listing document).
Under the Listing Rules, disclosure requirements in the listing particulars have been set at a level to provide investors with sufficient information to make an informed investment decision regarding the listed securities, but without imposing unnecessarily onerous demands on the issuer.
The listing sponsor will provide comments on the OM to ensure compliance with the disclosure requirements of the Listing Rules, subject to any derogations agreed with TISE (to the extent that such disclosure requirements are not already satisfied in the draft OM). In the case of migrations from other exchanges and/or where the OM has already been finalised, TISE will accept a wrapper document which will wrap around the original OM and include the necessary disclosure.
Issuers are required to provide 3 years of audited accounts under the Listing Rules, but the listing sponsor may request derogations from this requirement where appropriate, for example in the case of newly incorporated issuers.
The Listing Rules require that, where the securities of an issuer are guaranteed, the guarantor must also provide copies of its latest independent audited accounts to TISE. However, TISE will generally not require standalone guarantor accounts for each guarantor in the same group if the net assets and revenue of the guarantors is not less than 75% of the group (in which case, the issuer can instead provide group consolidated accounts).
We have seen significant growth in the number of high yield listings we have sponsored, particularly over the last 18 months, as there has been increasing acceptance by issuers and investors that high yield listings on TISE follow a well-trodden path.
Based on comments from our clients and intermediaries, we expect that high yield listings on TISE will continue to be a popular route for the foreseeable future, particularly as issuers and investors continue to require the advantages of listings, but without wishing to subject themselves to an unnecessary compliance burden.
Revitalising the token market
By Gavin Smith, CEO at Panxora
With interest rates near zero and fears that whipsawing stock markets are set for further plunges, many investors are turning to alternative markets in the search for returns. Money flowing into cryptocurrency hedge funds and trusts like Grayscale is at all-time highs and the large cap coins seem to be entering a bull phase, but that capital is not trickling down into new token projects. Why are blockchain token projects struggling to attract funding?
Seed investor scepticism
Setting aside the reputational issues with mainstream investors, even those educated in blockchain tech are not signing on the dotted line. This is certainly due in part to the hangover from the early token market.
During the heady days of 2016/17, investors could buy tokens during the token sale, and if the project was legitimate – even if the business case wasn’t particularly strong – prices would soar based on market enthusiasm. Early investors purchased at a discount and cashed out almost immediately for a handsome profit – and then repeated the process again. The token sale allowed founders to amass a war chest large enough to finance the entire token project – without having to give up a large chunk of company equity. Everyone got what they needed out of the deal.
Running a token sale is far more expensive today than it was during the boom. Getting the attention of the token buying public in a market where advertorial has replaced editorial is expensive. This coupled with a regulatory framework that requires the advice of accountants, solicitors and information gathering of KYC details for investors all comes with an escalating price tag.
To accommodate the change in cost structure, tokens now need to acquire funding in two rounds. Frequently there is a first round where capital is raised from a few, large investors. This cash is then used to finance setup and marketing the main token sale. The token sale, in turn, provides the capital needed to run the entire business project.
Bridging the gap between token projects’ needs and early stage investors
To successfully get a token through the capital raising process, founders must acknowledge the risk assumed by those very early investors and reward them appropriately. And given that tokens may stagnate or fall in price post token sale means that a deep discount in token price is not necessarily attractive enough to get investors to commit.
Many tokens have turned to offering equity in the business in the effort to raise that first tranche of capital. If you look at the number of successfully concluded token sales, the downward trend has continued since Q2 2018, so offering equity is not sufficiently stimulating the market.
Two sides of the coin
So, what is the answer? It’s a complex question but one thing is certain. Any solution must be rooted in a deep understanding of what both parties need to successfully conclude the deal.
On the one hand, token founders’ needs are clear: they need enough capital to get the token ready for and through a successful liquidity event that will provide sufficient funds to build the project. The challenge lies in striking the right balance between accruing that capital and making sure not to offer so much project equity that give up either the control or the incentive founders need to drive the project forward.
On the other hand, while the needs of the seed capital investors are more complex, there are two areas of key concern: transparency and profit incentives.
Transparency can mean many things, but almost always includes providing more informative cost and profit projections, as well as answers to a whole range of questions, not least the following:
- What happens to investor capital if the token sale event fails? Token founders must be transparent from the outset. The token market is highly speculative and early investors run the risk of losing their money should the project fail. Therefore, investors require a well-established fund governance process in place throughout the fundraising so they can make informed decisions on whether the project is worthwhile.
- How are the assets for the entire project managed? Investors need to know that their money is in good hands and that proper treasury management techniques are being used to manage cryptocurrency volatility risk. Ideally, an independent custodian will be used to hold the funds and limit founders’ ability to draw down the capital – releasing funds to an agreed-upon schedule of milestones.
- How are the rights of investors protected, for instance in the case of a trade sale? Investors need to know what happens if the company they are investing in is sold. What impact could this have on the value of their stake? Would a separate governance framework need to be established? These are critical questions and investors aren’t likely to settle for any ambiguity in the answers.
Profit incentives are important when it comes to encouraging early participation in a project. Investors need convincing that the proposition will keep risks to a minimum and focus on providing a strong probability of a return. This means that founders need to be able to defend the case for the increase in the value of their token.
But this isn’t the only incentive that matters. Investors can also be incentivised by preferential offerings such as early access to projects and services that might help their own business.
Let’s not forget that investors don’t support just any project. What really matters is that there is something special and unique about the business being underwritten by the token. Preferably something that could be shared upfront and directly benefit the investor – proof that the investment is really worth it.
And that’s what it all comes down to. Ultimately, while token projects are having a hard time finding funds at the moment, if they can prove their worth and provide full transparency and clear profit incentives to ease investors’ concerns, the money is out there. And deals can be done.
Achieving steady returns in challenging times for later life planning
By Matt Dickens, Senior Business Development Director at Ingenious
The macro-economic conditions of the last five years have presented a relentless challenge for money managers seeking to produce consistent returns. It seems an all too distant memory that UK markets were caught in a happy period of low volatility and positive growth since the recovery from the financial crisis started in 2009. Enter 2016 and we have since found ourselves in an era of exceptional uncertainty. An acrimonious Brexit referendum and the following ambiguity, pressure on sterling, repeated challenges to the UK Government, a trade war between two of the world’s super-powers and now a global pandemic. All this as the world is going through a digital revolution.
Under these exceptional conditions, many investment strategies have understandably struggled to sustain the growth that investors had previously enjoyed without taking on elevated levels of risk and experiencing greater volatility and its associated negative impact. However, Ingenious Estate Planning has been operating alternative investment strategies for several years, which have produced a steady return with low volatility over this time as they possess little correlation to the main listed markets.
The affordable end of the UK’s residential real estate market has proven to be extremely robust during the recent uncertainty. The market benefits from some core fundamentals that have assisted it withstanding a lot of the pressures experienced by other sectors. Firstly, a large and sustained supply deficit. In 2018 the UK built 80,000 fewer houses than the actual requirement of 300,0001. This strong, inherent demand poses a clear investment opportunity to investors who can fund construction projects in the safe knowledge that there is an established demand on completion.
Secondly, this supply deficit has been recognised by Governments for several years and there has been a raft of policies enacted, all supportive of building more houses. For instance, the Help to Buy scheme has enabled many, often first-time buyers onto the property ladder. This scheme means there is a well-established and subsidised group of buyers ready to buy whenever developers complete construction. Thirdly, and more recently, the Government has acted quickly to identify the property sector as one that is key to the UK’s recovery from Covid-19. Through relaxing planning laws and offering stamp duty holidays, both the construction and sales market are being given valuable incentives that support an ongoing return for real estate investors.
Secured lending model
Despite these positive forces however, there remain some risks with investing in the property market, so a conservative investment strategy is key to protecting investors. Rather than take a 100% equity, or ownership, position in a house-builder, developer or single property, a portfolio-based, secured lending model, has a number of clear risk-mitigating benefits. For instance, by lending to a portfolio of developers, carefully selected on a project-by-project basis, and by earning a fixed rate of interest, rather than taking equity risk, there is inherently lower volatility in returns given the protection of a senior debt position on each development. Contracts set out clear loan terms meaning that regular interest is paid on the investment and upon final sale the repayment is made in full, all with the benefit of banking-style security protections. By contrast, equity investments and associated valuations can fluctuate over time as the asset price changes and so it is far more vulnerable to market conditions and sentiment, and ultimately any drop in value is suffered by the investor. In the lending model, any loss is initially felt by the borrower.
Benefits for estate planning
Ingenious Estate Planning Private Real Estate utilises this secured lending investment strategy. The Business Relief- qualifying service is commonly used by clients planning for later life. As savers and investors reach retirement and decumulation, they present wealth managers with a unique set of investment problems. Without careful planning, the start of this phase for many could signal the end of any capital growth and herald their savings being eroded to pay for life’s needs. Any investment offering both high volatility and potential drawdowns may therefore become unpalatable. And while many would wish to gift savings to their children to mitigate the risks to their beneficiaries of paying a hefty inheritance tax bill upon their death, the thought of losing both control and access to these savings when they may still need them, means many feel uncomfortable in taking that step.
However, this does not need to be a fate accepted by savvy investors and planners who can utilise a proven trading strategy that continues to both carefully and predictably grow their investment while also providing potentially full relief from inheritance tax.
Getting ahead in 2020: Why building an emergency fund is the way forward
By Shahid Munir, co-founder of MintedTM, an investment platform which allows individuals to buy and sell gold bullion.
2020 has forced a lot of changes, especially where personal finances are concerned; attitudes towards investment have shifted and financial security has taken priority. Knowing that high-risk investments won’t guarantee profit, individual investors are considering longer-term alternatives and opportunities to save. So, at a time when stock markets are volatile, where should individuals be investing their money for the best returns?
While no one could have predicted the coronavirus crisis or the widespread economic devastation that has come with it, tension has been growing across global marketplaces for some time. Back in 2018, there were talks of a financial crisis and, even before the pandemic, unsecured debt hit a new peak of £14,540 on average per household. Now, with the UK entering into the deepest recession on record, unemployment climbing, and government support dwindling, the true value of quick-access ‘emergency’ funds has come to the fore.
Whether it’s a failed MOT, a broken boiler, or redundancy, in the event of a financial emergency, individuals are less likely to have the time or inclination to research the options available; many may resort to quick-fixes such as a high-interest payday loans to get themselves out of a difficult situation. According to research from Which?, 30 percent of people earning up to £28,000 a year were unable to save during lockdown. However, as recovery gets under way, it’s clear putting money aside to cover any large, unforeseen expenses can help to preserve existing finances and keep stress to a minimum.
Despite there being plenty of investment options available, very few lend themselves to building an emergency fund. With government premium bonds currently yielding virtually nothing and interest rates on cash ISAs sitting far below inflation, what was once considered safe is not only under-performing but is costing investors money in the long run. To reduce risk, investors should be diversifying their portfolios and investing in cryptocurrency or physical assets such as gold. For example, gold Exchange Traded Funds (ETFs) are popular with some individuals because they provide an easy way of gaining exposure to any increases in the precious metal’s value, while still allowing easy access to the funds if they are needed
With new types of technology platforms offering easy-to-use mobile savings apps, individuals can look further than traditional ISAs and bonds and begin to start investing in precious metals, something that may not have seemed possible in the past. Being based on an average rate of return and outperforming inflation, gold isn’t just a safe haven risk-off asset, it’s a key step towards establishing a watertight emergency fund.
While many people are looking for innovative ways to maximise saving potential, it doesn’t have to be complicated. Often, taking a step back and considering both personal and financial objectives can work wonders. This may involve analysing personal expenditure, taking stock of any outgoings and gauging their appetite for risk. It is wise to work towards building an emergency fund that covers three to six months’ worth of bills and expenses or to save around 10 percent of an annual salary.
Treating an emergency fund like any other fixed cost on pay day and separating it from day-to-day bank accounts and transactions will make it easier to commit to investing. For example, taking advantage of any platform-specific features, such as setting up a minimum standing order, can take the pressure off investing a lump sum. Often, it’s easier to reach an end goal by saving smaller, regular amounts, and topping them up where possible – autosaving apps are a perfect example of how these costs can add up over time.
Kickstarting an emergency savings fund is one of the first steps investors can take towards financial health, future planning and getting out of any debt cycles. While gut instinct may tempt people to keep money in the bank, investment in physical assets, such as gold, offers individuals the opportunity to benefit from greater returns and peace of mind, providing that all-important safety net for whatever the future may hold.
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