ECM LISTING IN CYPRUS STOCK EXCHANGE

METHODS OF LISTING

Floatation in the ECM can be achieved in one of the following methods:

• By public offer which requires a Prospectus, pursuant to the European Prospectus Directive, and an approval by CySEC (unless offering is less than €5 million and is addressed to less than 150 persons) or
• By private placement, which requires only an Admission Document to be submitted to the CSE or
• A combination of the abovementioned methods or
• By listing of existing shares, which requires an Admission Document to be submitted to the CSE.

It should be noted, that whenever the size of a new issue and the number of persons to which the issue applies, falls within the limits of the Prospectus Law/ Directive, the Admission document should be a full Prospectus, that has to be prepared and approved according to the legal provisions (i.e. approved by the CySEC, if in Cyprus). Once the Prospectusis approved, an issuer listed in the ECM will only have the obligations of that market.

CONSIDERING ECM LISTING / ADVANTAGES OF ECM LISTING

There are many advantages through ECM listing including:

• Lower cost of listing compared to the regulated markets;
• Easiness of raising capital;
• Shares and bonds are more attractive to investors as listing provides an exit strategy;
• Lower cost of continuous obligations compared to regulated markets;
• The status of a listed company may assist in attracting investors;
• Serves as preparation for listing in the regulated markets of the CSE;
• Offers an alternative for companies delisted from the regulated markets of the CSE.

THE TAX BENEFITS

The Cyprus tax legislation is fully compliant with the EU Acquis Communautaire and EU Directives. It is in full compliance with the code of Conduct for Business Taxation and against harmful tax competition. Cyprus has a double tax treaty network with over 40 countries. In addition to these advantages, there are significant tax benefits offered by the Cyprus tax legislation such as:

• One of the lowest corporate tax rates in EU at 12,5%;
• Group relief availability (75% holding);
• Tax free re‐organisations (cross border permitted);
• Tax free corporate re‐domiciliation in and out of Cyprus is permitted;
• Exemption from tax on foreign dividends (subject to meeting one of two exemption conditions);
• Exemption from tax on profit from sale and/or revaluation of qualified securities;
• No capital gains tax on disposal of shares/units, regardless of whether the company owns directly any immovable property situated in Cyprus;
• Capital duty on issue of share capital 0,6% (no capital duty on share premium);
• No withholding taxes on dividend, interest and royalty payments (under certain conditions) to non‐resident shareholders;
• Possibility for establishing one European Company for operations throughout Europe.

TRANSFER FROM ECM TO THE REGULATED MARKET

An issuer can be transferred from ECM to the regulated markets after an application is made by the issuer 19 and if the issuer ensures that:

• Fulfills the listing requirements of the market in which seeks to transfer, and
• Obtains the approval from the CySEC according to the Law 114(I)/ 2005.

TRANSFER FROM THE REGULATED MARKET TO ECM

An issuer cannot be transferred from the regulated market to the ECM unless first delists from the regulated market after an acquisition. Then the issuer can be listed to the ECM with simplified listing requirements within 12 months after its delisting from the regulated market.

LISTING REQUIREMENTS AND OBLIGATIONS / ECM MAIN LISTING REQUIREMENTS

A company must meet the below main listing requirements in order to be admitted to the ECM:

• The issuer must have published audited accounts, had normal operations and related activities for at least two years preceding the application. Newly established companies will be able to be listed if the Council of the CSE judges that potential investors are given satisfactory information that would allow them to assess properly the value of the titles, from the NOMAD of the issuer;
• Throughout the flotation procedure, (and for as long as the shares are listed in ECM) the issuer must have a NOMAD, who will ensure that the company meets the admission criteria and that the relevant rules are complied with during and subsequent to the listing.
• No minimum share capital must be dispersed among the general public. The issuer must be a public company with a satisfactory number of investors. There is no official definition of “satisfactory number of investors”, but it has been indicated by the CSE that for companies with capitalisation up to €80 million would be 10 ‘unconnected’ shareholders (the number increases for bigger companies);
• The issuer must prepare and submit to the CSE an Admission Document, which must include, as a minimum, the following:
  ‐ History of the business;
  ‐ Information on the directors and key shareholders;
  ‐ Information about the placing or offer of the subscription;
  ‐ Intended use of the listing proceeds;
  ‐ Audited financial statements, prepared under IFRS, for the two years prior to the listing (if applicable);
• Business plan (short and long term, but not financial forecasts);
• Risk factors.

It is noted that there are no listing requirements regarding the following:

• Market capitalization;
• Equity Capital;
• Profitability;
• Adoption of the Corporate Governance Code, and
• Velocity (i.e. percentage of the issuer’s traded titles to the issuer’s listed titles).

ECM OBLIGATIONS AFTER LISTING

Once listed, a company’s main continuing obligations and financial reporting requirements are the following:

• Publish annual audited financial statements, prepared under IFRS, within four months after the end of the financial year;
• Publish semi – annual unaudited financial statements within two months after the end of the half‐year period;
• Any changes regarding the NOMAD must be announced;
• In order to ensure the early notification to the investors, listed companies have the obligation to announce to the CSE immediately and at least one hour before trading begins any decision relating to the following matters:
  ‐ Any decision of the Board of Directors relating to the payment or not of a dividend, the distribution of profits or the payment of interest concerning listed securities;
  ‐ Audited financial statements, including the disclosure notes;
  ‐ In the case of bonds, any decision taken for a new issue;
  ‐ Any decision taken concerning acquisition or liquidation of assets;
  ‐ Any decision taken concerning changes in the capital structure of the company;
  ‐ 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 statement of the share capital at the last working day of the year.