CAYMAN ISLANDS: Cayman Islands Stock Exchange Listing Rules 2017 Revision

In connection with this update, the CSX published a new chapter 14 in connection with listing debt or equity securities issued by “specialist companies”. The second part of chapter 14 covers offerings of debt securities to qualified investors, by companies that may be newly incorporated or pass-through SPVs with no specific revenue earning business or companies raising funding for a new project or line of business.

The new Chapter 14 listing regime for “Specialist Companies” extends to listings of debt and equity securities without any minimum investment restrictions and should be attractive to a larger number of institutional investors who may wish to keep a diversified portfolio as well as non-institutional investors that can confirm that are qualified purchasers.

A “Specialist Company” is now defined as a company for which the ownership and transfer of securities is restricted to investors, including directors and managers of the issuer, who meet a certain minimum investment level, being US$1m for an individual and US$5m for an entity and who represent in writing to the issuer that they are particularly knowledgeable in investment matters.

Additionally, the listing regime for “Specialist Companies” will allow the listing of an issuer without the required two years track record provided that the issuer either:

• submits a detailed business plan; (ii) is a wholly owned subsidiary of a listed company and included within the consolidated accounts of that holding company;
• satisfies the CSX that acceptance of a shorter period is in the interests of the applicant or of the investors and that investors have access to such financial and other information deemed necessary or appropriate in order to make an informed investment decision with respect to the issuer and the securities in respect of which application for listing is made.

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