MAB (Mercado Alternativo Bursátil)

Transcription

1 MAB (Mercado Alternativo Bursátil) THE ALTERNATIVE SPANISH EQUITY MARKET REITs SEGMENT

2 Characteristics: MAB ü Multilateral trading system (MTS) operated by the Spanish stock markets (BME). ü Promoted by BME and supervised by the CNMV (The Spanish Competent Authority). ü Main focus: securities of the European Union and Latin America. ü For institutional and private investors. ü It provides financing, visibility, liquidity and valuation. ü With an information and trading regime suited to the peculiarities of the different type of assets. 2

3 MAB WHY SHOULD A REIT BE LISTED ON MAB? To finance its growth. To grant liquidity to its shareholders. Not just to comply with a fiscal requirement. WHAT DOES IT IMPLY TO BE LISTED? Market oriented mindset: main focus on investors. Information transparency. Ability to generate liquidity in the trading of shares (free float and liquidity provider). 3

4 LISTING OF SHARES ISSUED BY REITs (CIRCULAR MAB 9/2017) REQUIREMENTS APPLICABLE TO ISSUING ENTITIES 1. FORMAL Shares issued by REITs (Laws 11/2009 and 16/2012). Public Limited foreign companies with a corporate purpose and an investment regime comparable to those of a REIT. REITS or foreign comparable companies with less than 70% of its asset market value invested on real estate will be part of the sub-segment REITs in Development. Share capital fully paid up and unrestricted transmission. Represented by book entry. 2. ACCOUNTING STANDARDS EU companies can opt for: IFRS or national accounting standard. Non EU companies: IFRS or US GAAP. 3. INITIAL INFORMATION Informative document filed with MAB, with detailed information about the company, its business and future perspectives. Written in Spanish or in a frequently used language in the finance context. 4

5 LISTING OF SHARES ISSUED BY REITs (CIRCULAR MAB 9/2017) REQUIREMENTS APPLICABLE TO ISSUING ENTITIES 4. DESIGNATION OF REGISTERED ADVISOR + LIQUIDITY AGREEMENT 5. FREE FLOAT REQUIREMENTS A number of shares owned by shareholders with a percentage lower than 5% of the total equity corresponding at least with either one of the two following magnitudes: - Estimated value of the offering of 2,000,000-25% of the shares issued by the Company 6. VALUATION BY AN INDEPENDENT EXPERT According with international accepted criteria, valuation is required unless there was a placement of shares or the company conducted a relevant financial operation 6 months prior to the listing of shares. 5

6 LISTING OF SHARES ISSUED BY REITs (CIRCULAR MAB 9/2017) REQUIREMENTS APPLICABLE TO REFERENCE SHAREHOLDERS 1. PERMANENCE COMMITMENT: LOCK-UP PERIOD OF 1 YEAR Applicable to reference shareholders and directors. 2. DISCLOSURE OF SIGNIFICANT SHAREHOLDINGS IN THE COMPANY Shareholders reaching, exceeding or falling below a percentage of 5% of the share capital and multiples. Managers and directors, 1% and multiples. 3. DISCLOSURE OF SHAREHOLDER AGREEMENTS AND COMMUNICATION TO THE COMPANY When they restrict transmission or they affect the voting rights of shareholders. 4. CHANGE OF CONTROL OF THE COMPANY Shareholder who receives a purchase offer which determines that the acquirer would hold the company s control (>50%) will not be able to accept unless the acquirer makes an offer to all the shareholders to buy their shares in the same conditions. REQUIREMENTS 2, 3 y 4 must be contemplated in the By-Laws. 6

7 INFORMATION TO BE PROVIDED BY ISSUING ENTITIES (CIRCULAR MAB 15/2016) RELEVANT INFORMATION All information that could exert a significant influence on the price and on the decision to acquire or sell shares. Immediate communication. Orientative list: Anex 1 Circular 15/2016. OTHER INFORMATION 1. SIGNIFICANT SHAREHOLDINGS Any acquisition or disposal of shares which results in their shareholding reaching, exceeding or falling below the 5% of the share capital and multiples thereof. 2. TRANSACTIONS CARRIED OUT BY DIRECTORS AND EXECUTIVES All the transactions reaching, exceeding or falling below the 1% of its share capital and multiples. 3. SHAREHOLDER AGREEMENTS Communication of the agreement, extension or termination of any shareholder agreements that restrict the transfer of shares or affect in any way the voting rights of shareholders. 7

8 INFORMATION TO BE PROVIDED BY ISSUING ENTITIES (CIRCULAR MAB 15/2016) DISSEMINATION OF INFORMATION 1. REGISTRY AND DISSEMINATION OF INFORMATION BY THE MARKET Public registry of information on securities and issuers. Regular and relevant information communicated to the Market shall be provided to the CNMV and published on MAB s website. 2. THE ISSUER S WEBSITE Public documents provided to the Market for the purposes of the listing of its securities. Information sent to the Market. 8

9 INFORMATION TO BE PROVIDED BY ISSUING ENTITIES (CIRCULAR MAB 15/2016) FAILURE TO COMPLY WITH INFORMATION REQUIREMENTS The Suspension of Trading shall take place in these situations: a. Failure to send the information or incomplete information. b. Auditor s report is qualified or has a limited scope and the Market has not been informed of reasons, actions to be taken or schedule to complete them. c. Failure to send any additional information requested by the Market. d. Sending of information outside the time period established. Notwithstanding decisions which might be taken by the CNMV, shares may be suspended from trading in the Market when there is serious or repeated failure to comply with the obligations of the issuer, with regard of the provision and publishing of information. The suspension will be adopted after a hearing with the issuer and it will be communicated to the CNMV. 9

10 REGISTERED ADVISORS (CIRCULAR MAB 16/2016) CONDITIONS AND APPOINTMENT 1. Being legal entities. 2. Being subject to the supervision of the CNMV, the Bank of Spain or the ICAC. 3. Experience of the company or of responsible members of at least 3 years in advising companies, specifically in the securities market. Minimum of 2 qualified people held responsible of the actions undertaken. 4. Independence from the companies advised. 5. Without conflicts of interest which may arise as a result of other tasks carried out in relation to MAB. 6. Application, agreement of MAB, registration and permanence in the Public Registry of Registered Advisors of the Market. 10

11 REGISTERED ADVISORS (CIRCULAR MAB 16/2016) A. GENERAL DUTIES a) Check that the issuer meets the requirements to be able to list its shares on the Market. b) Advise issuing entities in the compliance with their obligations and responsiblities. 11

12 REGISTERED ADVISORS (CIRCULAR MAB 16/2016) B. SPECIFIC FUNCTIONS FOR THE INITIAL ADMISSION OF SECURITIES TO THE MARKET a) Analysis of the industry and business model b) The due diligence process, at least with legal and financial scope c) Comfort letter from an auditor on the financial information provided in the DIIM d) Report by the issuer included in the DIIM on the working capital e) Analysis of the Business Plan which may be included in the DIIM f) Analysis of the organisational structure and the company s internal control system g) Analysis and valuation of procedures and means the company disposes of in order to comply with its obligations 12

13 REGISTERED ADVISORS (CIRCULAR MAB 16/2016) C. SPECIFIC FUNCTIONS ONCE THE COMPANY IS ADMITTED TO THE MARKET a) Regular contact with the company: advice. b) Review of the information to be submitted to the MAB. Content and time frames. c) Annual financial information: - Verification of the signature of the accounts and management report by all directors. - If the auditor s report contains qualified or adverse opinions, checking of publication of a relevant fact. - Checking that the company provides the management report. - Provision of a report summarizing all these facts. Half-yearly information: check that it was subject to a limited review and provide a report. d) Advising on the information to be included on the Business Plan. e) Monitoring of price and trading volumes. f) Attendance of the company s Shareholders Meeting. g) Communication when the Registered Advisor ceases to act as and advisor with sufficient notice, and reasons. h) Communication about changes in MAB regulations. i) Assistance and collaboration in preparing the Capital Increase Document. 13

14 REGISTERED ADVISORS (CIRCULAR MAB 16/2016) D. OTHER FUNCTIONS a) Communicate to MAB potential noncompliances b) Review proposals of trading exclusion agreements NONCOMPLIANCES Written warning Suspension De-registration from the Register of Registered Advisors 14

15 REGISTERED ADVISORS (CIRCULAR MAB 16/2016) ABANTE ASESORES DISTRIBUCIÓN, A.V., S.A. ANALISTAS FINANCIEROS INTERNACIONALES (AFI) ARCANO VALORES A.V., S.A. ARMABEX ASESORES REGISTRADOS, S.L. BANCO POPULAR ESPAÑOL, S.A. BANCO SANTANDER, S.A. BDO FINANZAS CORPORATIVAS, S.L. DCM ASESORES Dirección y Consultoría de Mercados, S.L. DELOITTE, S.L. DIDENDUM EAFI, S.L.U. EBN BANCO DE NEGOCIOS, S.A. ESTRATELIS ADVISORS, S.L. 15

16 GRANT THORNTON, S.L.P. GVC Gaesco Beka, S.V., S.A. IMPULSA CAPITAL, S.L. REGISTERED ADVISORS (CIRCULAR MAB 16/2016) MERCADOS Y GESTIÓN DE VALORES A.V., S.A. NORGESTIÓN, S.A. PKF ATTEST SERVICIOS EMPRESARIALES, S.L. PRICE WATERHOUSE COOPERS, ASESORES DE NEGOCIO, S.L. RENTA 4 Corporate, S.A. SOLVENTIS, A.V., S.A. UHY FAY & Co AUDITORES CONSULTORES, S.L. VGM ADVISORY PARTNERS, S.L. 16

17 - Trading platform: SIBE. TRADING REGULATIONS (CIRCULAR MAB 7/2017) - Trading through prices set at auction( fixing ) with the possibility of Open Market, depending on the liquidity and spread. - Two daily fixings. - Orders and Operations: general regime. Double request of confirmation for orders above a certain amount in each security and threshold, from which an authoritization to Market Supervision must be requested. - Closing price: 1) average of the best buying and selling position, rounded up. 2) the last trading price. 3) the reference price for the session (last closing price). 17

18 TRADING REGULATIONS (CIRCULAR MAB 7/2017) - Required Liquidity Provider Credit institution with which the company or any of its reference shareholders signs a liquidity agreement. Goal: boost liquidity and trading frequence and reduce price variations external to the market trend. The liquidity provider will act independently from the company without artificially influencing on the price or trading volume. In the absence of enough orders from final investors, it will act as a counterparty in the conditions and with the limits established by the liquidity contract. 18

19 COSTS TO BE LISTED They will be the addition of the following costs: MANAGEMENT, UNDERWRITING AND PLACEMENT COMMISSIONS, IF APPLICABLE. ADVERTISING AND LEGAL ADVICE EXPENSES, IF APPLICABLE. COSTS OF THE REGISTERED ADVISOR. COSTS OF THE LIQUIDITY PROVIDER. MAB PROCESSING FEE. 19

20 RATES CIRCULAR MAB 5/2017 COMPANIES - For processing the application: fixed amount of 3, Market admission: 6,000 euros per thousand in the capitalisation of their securities. - Capital increases: 0.11 per thousand in the capitalisation of their securities - Maintenance services: 0.05 per thousand on its capitalisation (MIN. 6,000 euros y MAX. 25,000 annually). - Deregistration: 0.5 per thousand on its capitalisation (minimum of 6,000 and maximum of 25,000). TRADES - Same trading and settlement fees than those applied to the securities traded in the Spanish Stock exchanges. 20

21 MARKET ADMISSION PHASES The admission process will comprise different stages. It can be estimated that the process from the moment a company designates its Registered Advisor until it becomes listed can last between three and six months.? 1-3 MONTHS 1-3 MONTHS 1-2 WEEKS DECISION: Shareholder Agrements. Designation of Registered Advisor. Review of the company s situation Due Diligence. Design of the process. APPLICATION: Documentation which proves the company meets the admission requirements. Informative Document for Admission on MAB, or Market prospectus. PROCESSING OF APPLICATION: Evaluation of company s request by the MAB and agreement about admission, if applicable. Communication of the resolution taken by MAB to the Company. ADMISSION: Publishing of the admission resolution, if applicable, on the listing Bulletin. Allocation of SIBE Code. Incorporation in the Book Entry Registry (Iberclear or registry services in Barcelona, Bilbao or Valencia s stock exchanges). 21

22 El Mercado Alternativo Bursátil: Una oportunidad para Empresas en Expansión Plaza de la Lealtad, Madrid infomab@grupobme.es Enero