The Irish Stock Exchange (the "ISE") has issued a revised version of its "Code of Listing Requirements and Procedures - Investment Funds" (the "Code"), which sets out the suitability conditions, disclosures and ongoing reporting requirements for open ended funds. The revised Code will be effective on 22nd July 2013.
One key aim of the revised Code is to streamline ISE requirements with various recent EU Directives, such as the Alternative Investment Fund Managers (Directive 2011/61/EU) ("AIFMD") and the Market Abuse (Directive 2003/6/EC) ("Market Abuse Directive").
The revised code also updates certain ISE conditions for listing in line with the changing market and regulatory environment, removes unnecessary disclosure requirements and improves procedures where considered appropriate.
Dillon Eustace contributed to the revision process with a number of submissions which have resulted in a number of specific changes that will simplify processes and resolve issues which have proven unnecessarily problematic for our clients in the past.
Updated Format of the Code
The basic requirements which apply to all Irish and non-Irish funds are now clearly delineated in separate chapters. Additional requirements which may apply to special categories of applicant, such as feeder funds, super sophisticated funds, or funds employing a prime broker are set out as separate building blocks in chapter 5.
Conditions for Listing
The revised Code clarifies that Directors appointed after a fund has listed are also required to take responsibility for compliance with listing requirements. References to "Custodian" have been changed to "Depository" in line with the AIFMD. An Investment Manager or Depository approved under the AIFMD will be automatically suitable to act for an ISE listed fund. The criteria for suitability of Investment Managers and Depositories have been updated, with more reliance on their regulation. The list of fund domiciles considered "regulated" has been extended to include Australia, Canada, Japan and the US. Funds from these regulated jurisdictions are permitted to sell to retail investors. The minimum subscription requirement for sophisticated investors is now $100,000, which may be spread across all sub-funds within an umbrella structure. The requirement for three years adherence to the stated material investment objective and policy has been removed. The permitted restrictions on transfer and compulsory redemption policy have been...