Nasdaq Tallinn. Issuer Price List

Transcription

1 Nasdaq Tallinn Issuer Price List Effective as of January 1, 2016

2 TABLE OF CONTENTS I General provisions 1. General 3 2. Admission fees 3 3. Annual fee 4 II Main list 4. Admission fees 5 5. Annual fee 6 6. Delisting fee 6 III Secondary list 7. Admission fees 7 8. Annual fee 8 9. Trading termination fee 8 IV Bond list 10. Admission fees Annual fees Delisting and other fees 10 V Fund list 13. Admission fees Annual fee Delisting fees 11 Page 2

3 I GENERAL PROVISIONS 1. General 1.1. This price list (hereinafter: Issuer Price List) shall set out the fees charged by the Nasdaq Tallinn (hereinafter: the Exchange) for Issuers in relation to the services provided to Issuers on the stock exchange and regulated market operated by it The Issuer Price List shall be enforced and amended with the decision of the Management Board of the Exchange The payment is due within the term stipulated in the Issuer Price List or on the invoice of the Exchange In case the payment is not made by the due date, the Exchange may charge a late payment penalty of 0.1% of the unpaid amount per each delayed day In the cases provided by law, VAT is added to the fees; these fees are marked with an asterisk (*) for the sake of clarity. 2. Admission fees 2.1. Upon listing/admission to trading, the Issuer shall pay admission fee and application fee. The admission fee is one-off, non-refundable fee, which may consist of fixed part (fixed fee) and variable part that is calculated based on the market value of the securities (variable fee). The admission fee shall be paid upon listing/admission to trading. The admission fee is due by the date indicated on the invoice of the Exchange, but not later than two (2) trading days before the trading in the Issuer s securities begins Prior to the listing/admission procedure, the Issuer shall pay an application fee (fee for commencing the listing/admission procedure). The application fee is due by the date indicated on the invoice of the Exchange. Upon listing/admission to trading, the admission fee shall be offset against the application fee paid and the Issuer shall pay the remaining amount of the admission fee. If the Issuer s securities are not listed/admitted to trading, the application fee shall not be refunded to the Issuer The admission fees for a Share Issuer are calculated based on the market value of the Issuer s shares to be listed/admitted to trading. The market value of the shares is calculated using the price of the public share offering immediately preceding the listing/admission to trading (market value being the offer price multiplied by the number of shares), or, if there is no public offering, using the weighted average price of the shares (market value being the average share price multiplied by the number of shares) in the Estonian CSD during ten (10) trading days preceding the decision on listing/admission to trading. Where the market value cannot be estimated, the initial calculation of the admission fee will be made on the basis of the Issuer s owners equity as stated in the Issuer s latest audited financial report. In such case, the amount of the admission fee will be adjusted ten (10) trading days after the first trading day, based on the developed market value, calculated as the arithmetic average of the products of the closing prices and numbers of shares for the first ten (10) trading days. Page 3

4 2.4. In case of a new issue of same type of shares, the issue value is found by multiplying the number of shares issued by the issue price. In case a non-monetary payment is made for the shares, the issue value is found by multiplying the number of shares issued by market price of the listed/admitted shares of the same type In case of possibility to apply discounts from admission fees under several clauses, only one of the relevant clauses is applicable. 3. Annual fee 3.1. The annual fees cover one calendar year and may be payable as a combination of fixed fee and variable fee The annual fee is payable in four (4) quarterly instalments, i.e. on a quarterly basis as a prepayment in the beginning of each quarter. The fee is due in 10 days after the date of invoice In the beginning of each quarter the Exchange calculates the fee for the current quarter based on the data of the previous quarter. For Share Issuers, the variable fee is calculated based on the market value (hereinafter also: MCAP) of listed/admitted shares. The market value of shares is calculated as the arithmetic average of the products of the closing prices and numbers of shares of all trading days of the previous quarter In case the securities are listed/admitted to trading or delisted/trading terminated in the middle of a quarter, the fee is calculated proportionally for those months when the securities are listed/admitted, by dividing the quarterly fee by three and multiplying the result by number of months mentioned above. Half a month is treated as a full month In case of possibility to apply discounts from annual fees under several clauses, only one of the relevant clauses is applicable. Page 4

5 II MAIN LIST 4. Admission fees 4.1. Admission, fixed fee EUR 6,390* Admission, variable fee 0.02% of the MCAP* Maximum admission fee EUR 31,955* Upon listing the Issuer shall pay an admission fee in the amount of 6,390 euros*, plus 0.02% of the market value* of the shares to be listed. The maximum amount of the admission fee is 31,955 euros* Application fee EUR 2,000* 4.3. Admission of new issue, fixed fee EUR 3195* Admission of new issue, variable fee 0.02% of issue value* Maximum admission fee of new issue EUR 6,390* For new issue of the same type of shares as listed on the Main List, the admission fee is 3,195 euros*, plus 0.02% of the issue value*. The maximum amount of the admission fee is 6,390 euros* Transfer under Issuer s application 50% discount If the Issuer's shares are transferred from the Secondary List or First North to the Main List on the basis of the Issuer s application, 50% of the admission fee is payable. For First North Issuer this is applicable only if at least 12 months have passed since admission to trading on First North Transfer under Exchange s proposal Free of charge If the Issuer's shares are transferred from the Secondary List to the Main List at the proposal of the Exchange, no admission fee is payable Admission fee for bonus issue EUR 1,280* Admission fee for freely transferable rights EUR 1,280* The admission fee for bonus issue or freely transferable rights related to the Main List shares is 1,280 euros*, irrespective of the size of the issue Closed issue to employees Free of charge No admission fee is payable for closed issue of shares to the Issuer s employees or management. Page 5

6 5. Annual fee 6. Delisting fee Fixed fee 4x EUR 958* Variable fee 4x % of the MCAP* Fixed fee, if MCAP exceeds EUR 64m 4x EUR 5,752* Variable fee, if MCAP exceeds EUR 64m 4x % of the MCAP* exceeding the EUR 64m limit A Main List Share Issuer shall pay a quarterly fee of 958 euros* plus % of the market value* of the Issuer s shares. In case the market value of the Issuer s shares exceeds the 64,000,000 euros limit, the quarterly fee is 5,752 euros* plus % of the market value* that exceeds the above stipulated limit Delisting, fixed fee EUR 3,195* Delisting, variable fee 3x last quarterly fee* Upon termination of the listing (delisting), the Issuer shall pay a delisting fee in the amount of 3,195 euros* plus three times the last quarterly amount of the annual fee* paid (to be paid) by the Issuer Delisting fee is payable also if delisting is initiated by the Exchange or if basis for delisting is prescription of the Financial Supervisory Authority No delisting fee is charged for the delisting of temporary securities or temporarily listed securities, in case they are delisted due to redemption or expiration or in case they are delisted due to admission to trading on the Secondary List or First North. Page 6

7 III SECONDARY LIST 7. Admission fees 7.1. Admission, fixed fee EUR 3,195* Admission, variable fee 0.02% of the MCAP* Maximum admission fee EUR 12,780* Upon admission to trading, the Issuer shall pay an admission fee in the amount of 3,195 euros*, plus 0.02% of the market value* of shares to be admitted. The maximum amount of the admission fee is 12,780 euros* Application fee EUR 2,000* 7.3. Admission of new issue, fixed fee EUR 1,915* Admission of new issue, variable fee 0.02% of issue size* Maximum admission fee of new issue EUR 4,795* For new issue of same type of shares as traded on the Secondary List, the admission fee is 1,915 euros*, plus 0.02% of the issue value*. The maximum amount of the admission fee is 4,795 euros* Transfer under Issuer s application 50% discount If the Issuer s shares are transferred from the Main List or First North to the Secondary List on the basis of the Issuer s application, 50% of the admission fee is payable. For First North Issuer this is applicable only if at least 12 months have passed since admission to trading on First North Transfer under Exchange s proposal Free of charge If the Issuer's shares are transferred from the Main List to the Secondary List at the proposal of the Exchange, no admission fee is payable Admission fee for bonus issue EUR 640* Admission fee for freely transferable rights EUR 640* The admission fee of bonus issue or freely transferable rights related to the Secondary List shares is 640 euros*, irrespective of the size of the issue Closed issue to employees Free of charge No admission fee is payable for closed issue of shares to the Issuer s employees or management. Page 7

8 8. Annual fee Fixed fee 4x EUR 958* Variable fee 4x % of the MCAP* Fixed fee, if MCAP exceeds EUR 38m 4x EUR 3,835* Variable fee, if MCAP exceeds EUR 38m 4x % of the MCAP* exceeding the EUR 38m limit A Secondary List Share Issuer shall pay a quarterly fee of 958 euros* plus % of the market value* of the Issuer s shares. In case the market value of the Issuer s shares exceeds the 38,000,000 euros limit, the quarterly fee is 3,835 euros* plus % of the market value* that exceeds the above stipulated limit. 9. Trading termination fee 9.1. Termination, fixed fee EUR 3,195* Termination, variable fee 3x last quarterly fee* Upon termination of the trading, the Issuer shall pay a trading termination fee in the amount of 3,195 euros* plus three times the last quarterly amount of the annual fee* paid (to be paid) by the Issuer Trading termination fee is payable also if trading termination is initiated by the Exchange or if basis for trading termination is prescription of the Financial Supervisory Authority No trading termination fee is charged for the termination of trading in investment fund shares or units and temporary securities or temporarily listed securities, in case the trading is terminated due to redemption or expiration or in case the trading is terminated due to listing on the Main list or admission to the First North. Page 8

9 IV BOND LIST 10. Admission fees Admission fee EUR 2,000* per issue Upon listing of debt securities the Issuer shall pay an admission fee in the amount of EUR 2,000* per one issue Application fee EUR 700* Admission fee for program EUR 4,500* Admission fee for the 6 th and every subsequent issue EUR 500* per issue Upon listing the debt securities issued under the program, the Issuer shall pay an admission fee in the amount of EUR 4,500*. If more than five (5) issues are conducted under the program, the admission fee for each next issue (starting from the 6 th issue), the Issuer shall pay an additional fee in the amount of EUR 500* per issue Admission fee for structured products: for the first 10 issues from the 11 th to the 50 th issue from the 51 st to the 100 th issue for the 101 st and every subsequent issue EUR 150* per issue EUR 100* per issue EUR 60* per issue EUR 30* per issue In case the Issuer of debt securities is a state or a municipal administration, 50% discount of the admission fee is applicable In case the Issuer of debt securities has shares listed/admitted to trading on the Main List or Secondary List, 50% discount of the admission fee is applicable. 11. Annual fees Annual fee for long term bonds EUR 2,200 per issue* Annual fee for short term bonds Free of charge An Issuer of long-term debt securities (with maturity of one year and more) shall pay the annual fee of EUR 2,200* per issue. The annual fee is not applicable for short-term debt securities (with maturity of less than one year) If more than one issue of long-term debt securities of the Issuer is listed, discounts are applied and the Issuer shall pay annual fee as follows: for the first 5 issues from the 6 th to the 10 th issue for the 11 th and every subsequent issue EUR 2,200* per issue EUR 1,800* per issue EUR 1,500* per issue Page 9

10 11.3. Annual fee for structured products EUR 100* per issue In case the Issuer of debt securities is a state or a municipal administration, 50% discount of the annual fee is applicable In case the Issuer of debt securities has shares listed/admitted to trading on the Main List or Secondary List, 50% discount of the annual fee is applicable. 12. Delisting and other fees Change in nominal value EUR 200* The processing fee for change in nominal value of debt securities shall be EUR 200* Change in issue size EUR 500* The processing fee for change (increase or decrease) in the issue size (the number of securities) shall be EUR 500* Delisting before official maturity EUR 500* For delisting of debt securities prior to maturity or prior to the maturity date specified in initial listing documents, the Issuer shall pay the delisting fee in the amount of EUR 500*. The regulation of Chapter IV (clauses 10-12) is applicable also to the Issuers of debt securities admitted to trading on the Secondary List. Page 10

11 V FUND LIST 13. Admission fees Admission fee, fund management company EUR 1,120* Additional admission fee, each fund EUR 285* per fund Upon listing units or shares of the first investment fund, the management company shall pay an admission fee of EUR 1,120*. In addition, the management company shall pay an additional admission fee of EUR 285* for the listing of shares or units of each fund managed by it Application fee EUR 640* 14. Annual fee Annual fee, fund management company 4x EUR 45* Additional fee, for the 1 st fund 4x EUR 100* Additional fee, for the 2 nd 10 th fund 4x EUR 90* per fund Additional fee, for the 11 th and every subsequent fund 4x EUR 70* per fund 15. Delisting fee The management company of a listed fund shall pay a quarterly fee in the amount of EUR 45*, plus additional fee per every fund managed by it in the amount of: - EUR 100 euros* for the 1 st fund; - EUR 90 euros* for the 2 nd 10 th fund; - EUR 70 euros* for the 11 th and every subsequent fund. Delisting fee Free of charge No delisting fee is applicable for the termination of trading in investment fund units or shares. The regulation of Chapter V (clauses 13-15) is applicable also to the investment funds admitted to trading on the Secondary List. Page 11