The Equities Market is split into three different “boards” where listed equity securities are grouped according to their classification pursuant to the Listing Rules:
- Main Board
- Small and Medium Enterprises (SME) Board
- Venture Capital (VCAP) Board
The MERJ listing framework provides for the listing of equity interests from a range of global issuers including the following:
- investment funds – open ended collective investment schemes (mutual funds) & closed ended investment companies
- trading companies
- holding companies
- exchange traded funds
- Special Purpose Vehicles (SPV)
- Protected Cell Companies (i.e. cell shares)
- Special Purpose Acquisition Companies (SPAC)
MERJ accommodates primary listings, secondary listings and cross listings from global issuers. Issuers listed on a “recognized exchange” may qualify for a “fast track” cross listing of their equity interests or a “tokenized” depository interest of same (i.e. equity interests held in custody in the home market and security tokens representing depository interests issued by regulated depository MERJ DEP).
Equity securities must be represented in dematerialized form. MERJ is able to support “traditional” securities held in a central ledger and from Q1 2019 “tokenized” securities issued as ERC20 compatible security tokens subject to eligibility conditions prescribed by MERJ DEP. MERJ is accepting applications from global issuers seeking to list securities tokens now. For more information please contact us on the Enquiries page.
The Main Board is for global issuers that have been in operation for at least three years and can provide a minimum of three year’s externally audited financial statements as well as qualifying investment funds, SPVs and SPACs.
Small and Medium Enterprise Board
The SME Board is aimed at global small to medium sized companies with at least one year’s audited financial statements. The SME Board is aimed at young, fast-growing businesses that appeal to global investors.
Venture Capital Board
The VCAP Board is aimed at companies considered to be a start-up company with little or no operating history that have the potential for high growth. All funds relating to an IPO or placement must be held in an escrow or trust account and outward transactions must obtain approval of both the issuer and its Sponsor Advisor according to the funding milestone timetable.
|Requirement||Venture Capital Board||Small and Medium Board||Main Board||SPACS|
|Minimum Public Shareholders||A minimum of 10% by a minimum of 5 persons.||A minimum of 15% by a minimum of 20 persons.||A minimum of 25% by a minimum of 60 persons.||A minimum of between 25 and 100 shareholders dependent on capital raised.|
|Lock-in Period||Funding Milestones based||Six months||No requirements||Until qualifying acquisition|
|Financial Statements||No history required, but 5 years financial projections required.||Audited financial statements from most recent year.||Audited financial statements from most recent 3 years.||No Profit history.|
How To List
MERJ is committed to an efficient and responsive listing process to facilitate listings of issuers. Our Listing Committee is available to meet on a daily basis as required. A complete application for a listing of equity securities can be reviewed and approved in as little as 5 business days.
An issuer seeking a listing on MERJ EXCHANGE must complete an application, retain the services of a Sponsor Advisor and submit the completed listing application along with the respective application fee through the Sponsor Advisor to MERJ EXCHANGE.
A company seeking a listing of equity securities on the Equities Market of MERJ EXCHANGE has three primary methods from which to choose. The Sponsor Advisor will assist companies in identifying the most appropriate method for them.
Listing by Introduction
A listing by introduction is one where an issuer has a sufficient investor base and seeks a listing for reasons other than raising financing (e.g. increase liquidity and shareholder value, regulatory reasons, etc.).
- Time for Listing: 4-6 weeks (if accounts are in order)
- Document Requirement: Pre-listing Statement
Listing by Placement
Appropriate for companies seeking to raise additional capital by promoting an offering of equity securities that does not cross the threshold of what is considered a public offering (i.e. offerings through MERJ Primary, private placement though one or more Members, crowdfunding within stated parameters in a particular market, etc.). However, after the close of the placement, the shares will be listed and publicly available for trading.
- Time for Listing: 2 -3 months subject to placing shares with investors
- Document Requirement: Pre-listing Statement
Listing by Initial Public Offering
Similar to a placement but allows the company to raise capital by making an offer to the general public. In such cases, an issuer must generally prepare a Prospectus in accordance with applicable law of one or more jurisdictions where investors are targeted. Provided that any missing information required pursuant to the Listing Rules is included as an addendum, a Prospectus may be used as part of the required Pre-Listing Statement. For a Seychelles issuer, the Prospectus must be submitted to the Securities Authority for approval before publishing and distribution to prospective investors. This typically adds 30 days to the process.
- Time for Listing: 3-6 months or more depending on the complexity and the size of the offer (i.e. how much the company is looking to raise).
- Document Requirement: Prospectus amended with any missing information required pursuant to the Listing Rules
Summary of Listing Requirements
- All submissions must be in English
- No cash shells (except a SPAC)
- The directors of a company must not have the power to allot or issue securities without the prior approval of the shareholders by means of general or specific authority approved by an ordinary resolution;
- Securities must be fungible;
- Securities must be eligible for electronic settlement;
- Website must provide details of country of incorporation, registered office, financials and pre-listing statement/prospectus;
- The lock-in period applies to a primary listing;
- All securities must have an ISIN number;
- All issuers must retain the services of a sponsor advisor, company secretary and external auditor;
- Information must be disclosed on MERJ EXCHANGE no later than it is disclosed elsewhere.
|Specific requirements||Main Board||SME||VCAP|
|Minimum Public Shareholders||A minimum of 25% by at least 60 people.||A minimum of 15% by at least 20 people.||A minimum of 10% by at least 5 people.|
|Executive Directors||Minimum of two directors and one non-executive director.||Minimum of two directors.||Minimum of two directors.|
|Financial Statements||Must show three years of audited financial statements.||Must show one year of audited financial statements.||No profit history required but must present 5-year projections.|
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