Foreign Companies

Directive Foreign Companies

I. GENERAL PROVISIONS

Art. 1 Purpose

This Directive establishes the framework for listing foreign companies on MERJ Exchange, ensuring transparency and providing a robust mechanism for investor protection while accommodating international standards.

Art. 2 Scope

This Directive governs the principles for listing of foreign companies on MERJ Exchange.

Art. 3 Definitions

1. Foreign Company: In the context of this Directive, foreign companies include any company whose registered office is outside Seychelles.

2. Recognized Exchange: In the context of this Directive, a securities exchange that -

   1. Is a member of the World Federation of Exchanges (WFE) or the Federation of European Securities Exchanges (FESE), or

   2. Operates in a recognized jurisdiction and the applicable disclosure standards required by the securities exchange and the regulator in that jurisdiction is determined by the Listing Committee being of equivalent regulatory standards.

3. Recognized Jurisdiction: Any jurisdiction where the securities regulator is a member of the International Organization of Securities Commissions (IOSCO.

Art. 4 Types of Listing

A foreign company may choose between a primary or secondary listing subject to eligibility.

1. Primary Listing: Foreign companies must meet the full requirements of MERJ Exchange, similar to domestic issuers.

2. Secondary Listing: Foreign companies must meet the requirements of the securities exchange of their primary listing, those of applicable foreign law and regulations and certain ongoing reporting and disclosure obligations of MERJ Exchange.

Art. 5 Applicability of Listing Rules

Unless specifically exempted under this Directive, all provisions of the Listing Rules apply to foreign companies.

II. PRIMARY LISTING

Art. 6 Issuer Requirements

1. Home Country Compliance Pursuant to LR25, Foreign companies must provide evidence that they have not been refused a listing in their home country due to non-compliance with investor protection laws. This evidence may include:

   1. A signed declaration from the issuer;

   2. A copy of the rejection letter from the home exchange clarifying the reasons;

   3. c. A legal opinion from a qualified lawyer in the home country, if requested by MERJ Exchange.

2. Equivalent Standards

   The foreign issuer must meet the same standards for incorporation, governance, and financial reporting as required for domestic companies under the applicable listing standard.

3. Acknowledgment of Jurisdiction

   The issuer must agree to the jurisdiction of Seychelles Courts over claims related to the listing.

Art. 7 Listing Particulars

1. Listing Particulars must adhere to the standards outlined in LR27-34 and include -

   1. Publications required under home-country law and instructions for investor access.

   2. Disclosures of any differences between home-country regulatory requirements and Seychelles laws, particularly regarding accounting standards, corporate governance, and shareholder rights.

2. For issuers applying for a simultaneous listing on another recognized exchange, the Listing Committee may accept harmonized documentation with necessary supplements to meet MERJ Exchange requirements.

Art. 8 Adjustments for IPOs and Capital Transactions

The Listing Committee may modify procedures to address -

1. Variances between Seychelles and home-country laws, particularly regarding share creation timing.

2. Additional disclosure requirements necessary to align with MERJ Exchange standards.

III. SECONDARY LISTING

A. Listing Requirements

1. Issuer Requirements

Art. 9 Eligibility Criteria

Issuers are deemed to have met the requirements of LR9 to LR17 if they -

1. Are listed and current with all ongoing listing obligations on a recognized exchange;

2. Ensure that their auditors comply with LR12.

2. Requirements for the Equity Securities

The securities must meet the requirements of LR18 to LR24 at the time of listing.

B. Listing Obligations

Art. 10 Listing Particulars for Secondary Listings

1. Abridged Listing Particulars are permitted if the issuer provides:

   1. Comprehensive disclosures in its home market;

   2. Supplemental information specific to the MERJ listing and Seychelles regulations, including investor recourse mechanisms.

2. The Listing Committee may require additional information if significant discrepancies exist between the home-country framework and MERJ Exchange standards.

See also:

- Listing Particulars Schemes

C. Continuing Obligations

Art. 11 Maintenance of Secondary Listing

In derogation from the requirements of LR50 to LR57, secondary-listed issuers must comply with the following:

1. Reports and disclosures required pursuant to the listing rules of the exchange where the primary listing is maintained and applicable law must be complied with and published electronically and accessible to MERJ Exchange and investors.

2. The issuer must comply with ongoing disclosure requirements referenced in Art. 10 of the Directive Regular Reporting Obligations.

See also:

- Directive Regular Reporting Obligations

IV. COMMON PROVISIONS

Art. 12 Interim and Annual Reports

All financial and interim reports must adhere to the Directive Financial Reporting, including recognized accounting standards and timelines.

See also:

- Directive Financial Reporting

V. FINAL PROVISIONS

Art. 13 Entry into Force

This Directive shall enter into force on 1 March 2025.