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A guide to a listing on the Emerging Companies Market of the

Deals - Capital Markets

Contents

Listing on the Emerging Companies Market 2 Eligibility for admission 3 Continuing obligations and financial reporting 4 Role of the NOMAD 5 The PwC Capital Markets team 6 PwC profile 7 PwC offices in Cyprus 8

A guide to a flotation on the Emerging Companies Market of the Cyprus Stock Exchange 1 Listing on the Emerging Companies Market

On 30th September 2009 the Cyprus Stock Exchange (“CSE”) launched a new market called the Emerging Companies Market (“ECM”). ECM is governed by a simplified regulatory environment which has been specifically designed for the needs of small and emerging companies.

Regulatory environment Cyprus tax considerations The decision to float ECM companies are governed by The profit arising from the sale of the regulative decisions of the CSE securities by Cyprus tax residents Once you have decided to float, which set out the requirements and is exempt from income tax and you will need to critically appraise guidance for companies quoted on is not subject to special defence your existing business, identifying ECM. contribution. the extent to which it will meet the ECM admission requirements. These Who is it addressed to? Also any gain realised on the sale requirements may be analysed into of securities (i.e. shares or bonds) the following areas: ECM is aimed at: of a company listed on ECM (or any •• Private companies seeking other CSE market) is not subject to •• Eligibility for admission funding and easy access to the any Capital Gains Tax, regardless •• Continuing obligations/filing secondary market of whether the company owns requirements •• Investors seeking new types of immovable property situated in investments, taking into account Cyprus. the higher risk of the ECM; and •• Public companies unwilling to incur the higher costs of regulated markets.

2 PwC Cyprus Eligibility for admission

A company must meet the listings requirements as set out in the regulative decisions of the CSE. The main requirements are set out below:

Main listing requirements Listing process •• Trading records and audited financial statements for at least the two The issuer must prepare and submit years preceding application, if applicable to the CSE the Admission Document •• “Newly established companies” can be admitted to the ECM, provided which as a minimum must include: that the Council of the CSE is satisfied that investors are provided with adequate information to enable them to assess properly the value of •• History of the business the titles •• Adequate business plan •• The issuer should be a public company as per the legal requirements of (short and long term plans of its jurisdiction, with a satisfactory number of investors the issuer), but no financial •• No minimum market capitalisation restrictions forecasts are required •• No minimum shareholders equity restrictions •• Information on the directors •• Appointment and retention of a Nominated Advisor (“NOMAD”)* and significant shareholders •• No minimum dispersion (No minimum numbers of shares to be in •• Information about the placing public hands) or offer of the subscription •• Production of an admission document •• Risk Factors •• Audited financial statements * The NOMAD must be registered with the CSE. See the CSE website for a list of approved prepared under IFRS for the NOMADs. two years prior to the listing (if applicable) Ways of achieving a listing •• Use of the listing proceeds •• By private placement: if the •• By public offer: if the offer is offer is: Additional declarations and higher than 2.5 million -- only addressed to documents will be also submitted to AND is addressed to more institutional investors; or the CSE as part of the listing process. than 100 potential investors, -- to fewer than 100 potential a Prospectus and an approval investors OR funds raised The typical duration for a listing from the Cyprus Securities are less than 2.5 million process is one to two months Euros, no Prospectus is and Exchange Commission from the date of collection of required; only an Admission (“CySEC”) are required in the necessary documents and Document which needs no addition to the Admission information. The exact timetable will document being approved by approval from the CySEC. vary depending on the scope and the CSE. •• Combination of the two complexity of the deal and a range of methods above. other factors.

•• By listing existing shares: an Admission Document is needed, which requires only CSE approval.

A guide to a flotation on the Emerging Companies Market of the Cyprus Stock Exchange 3 Continuing obligations and financial reporting

The main requirements are set out below:

Continuing obligations and financial reporting •• Annual audited accounts must be signed and published within four months of the year end •• Half-yearly reports (unaudited) must be published within two months of the period end •• Announcement of any changes in the collaboration between the issuer and the NOMAD, accompanied with the reasons •• In order to ensure the early notification to investors, listed companies have the obligation to announce to the CSE immediately, and if possible at least one hour before trading begins, any decision relating to the following matters: -- Decision to pay or not to pay a dividend, the distribution of profits or the payment of interest concerning listed securities -- Approval of financial results and accounts and how these will be published -- In the case of bonds, any decision taken for a new issue and especially any matters associated with indemnities or collateral -- Any decision taken concerning changes in the capital structure of the company -- Any significant changes in the operations of the issuer -- Any changes in the positions of Chairman, member of the Board of Directors, senior management, the auditors or any other executive -- Publication and submission to the CSE of the dispersion of shares in the listed entity on the last working day of the calendar year

4 PwC Cyprus Role of the NOMAD

The initial role of the NOMAD Our NOMAD role would include: Post admission is to ensure that the company is appropriate to be quoted on the ECM Pre-flotation •• We would continue to act as and ensure that the relevant rules are NOMAD following admission, complied with on flotation. Assistance and advice on the initial advising you on your ongoing steps that your company will need to obligations as a listed company A NOMAD must be retained at all take preparing for the listing on the and as regards compliance with times to advise the company and ECM. all the relevant regulations. to ensure that it complies with the relevant ECM rules on an ongoing During the admission process basis. •• Support you with the drafting In addition, the NOMAD will assist of the admission document the company throughout the flotation in accordance with CSE process. regulations. •• Submission of the admission How can PwC help? document and assistance with follow-up queries by the CSE PwC is a CSE approved NOMAD. •• Responsibility for the overall We have a strong and distinct, project management of the regulatory-compliant brand listing process which includes: which, we feel, lends weight to any -- Meetings / conference prospective listing in the eyes of both calls with the Company’s the CSE ECM team and potential management and the CSE. investors. -- Communication with the CSE -- Coordination of all the parties involved in the process. •• Advice regarding compliance with ECM rules throughout the process.

A guide to a flotation on the Emerging Companies Market of the Cyprus Stock Exchange 5 The PwC Capital Markets team

The PwC Capital Markets team comprises specialists who provide a broad range of services to companies and investment banks in connection with capital markets transactions, including:

•• Preparation for becoming a public company (tax, operational and financial restructuring, management and employee incentive schemes, IPO diagnostic) •• Acting as reporting accountant on capital markets transactions •• Undertaking financial and business due diligence investigations Contacts •• Advising on regulatory issues •• Selecting the right market and advisory team Nicos Theodoulou Partner The PwC Capital Markets team is part In Charge of Capital Markets of the PwC’s global network of capital Tel. +357 22 555587 markets specialists. [email protected] Socrates C Paschalis Director, Capital Markets Deals Tel. +357 22 555769 socrates.paschalis@ cy.pwc.com

Michalis Christoforou Senior Manager Deals, Capital Markets Tel. +357 22 555464 michalis.christoforou@ cy.pwc.com

6 PwC Cyprus PwC in Cyprus

We support you create the value you are looking for by providing specialised solutions based on quality. Together we build relationships based on trust and we say things as they are, to assist you deal with issues that tomorrow will prove important.

We adapt the expertise of our more than 900 professionals in Cyprus and the power of our global network of 195,000 experts in 157 countries to your specific needs, helping you make the difference.

In a demanding and challenging business environment, our diverse teams of experts are sharing deep knowledge and experience. We provide a broad range of services as listed below to meet your increasingly complex needs.

•• Assurance •• Tax Advisory •• Consulting •• Corporate Compliance •• Deals •• Indirect Tax •• Company Administration •• Legal Services

Our industry specialisation in the following sectors, gives you the benefit of our in-depth industry knowledge and experience.

•• Banking •• Energy •• Insurance •• Hospitality & Leisure •• Forex •• Transportation & Logistics •• Other CySec regulated entities •• Public Sector •• Funds •• Retail, Consumer & •• Real Estate Manufacturing •• Telecommunications •• Construction & Engineering

A guide to a flotation on the Emerging Companies Market of the Cyprus Stock Exchange 7 PwC offices in Cyprus

Nicosia Mailing address: P O Box 21612, CY-1591 , Cyprus Street address: Julia House, 3 Themistocles Dervis Street, CY-1066 Nicosia, Cyprus Tel. +357 - 22555000 , Fax +357 - 22555001

Limassol Mailing address: P O Box 53034, CY-3300 Limassol, Cyprus Street address: City House, 6 Karaiskakis Street, CY-3032 Limassol, Cyprus Tel. +357 - 25555000, Fax +357 - 25555001

Paphos Mailing address: P O Box 60479, CY-8103 Paphos, Cyprus Street address: City House, 58 Grivas Dighenis Avenue , CY-8047 Paphos, Cyprus Tel.+357 - 26555000, Fax +357 - 26555001

8 PwC Cyprus Designed by: PwC Cyprus (Marketing & Communications Department)

This content is for general information purposes only, and should not be used as a substitute for consultation with professional advisors © 2014 PricewaterhouseCoopers Ltd. All rights reserved. PwC refers to the Cyprus member firm, and may sometimes refer to the PwC network. Each member firm is a separate legal entity. Please see www.pwc.com/structure for further details.