Procedures for Debt Securities

Directive Procedures for Debt Securities

I. PURPOSE AND SCOPE

Art. 1 Substance

This Directive governs the procedures for the listing of debt securities, registration of issuance programs, and provisional admission to trading. It aims to provide clear instructions for planning, execution, and documentation requirements.

Art. 2 Scope of Applicability

This Directive applies to domestic and foreign issuers of debt securities, excluding exchange-traded products covered under the Directive on Procedures for Exchange Traded Products.

II. Listing Procedure

A. Principle

Art. 3 Application and deadlines

The listing procedure and related deadlines are governed by the provisions of Section II C Additional Rules Bonds and Section II C Additional Rules Derivatives except where divergent or additional provisions are contained in this directive.

Art. 4 Annexes to the application

  1. Applications must include the following annexes:

    1. Listing Particulars or corresponding document as defined in Arts. 12 et seq. Additional Rules Bonds or Arts. 12 et seq. Additional Rules Derivatives as long as there is no exemption from the obligation to draw up Listing Particulars;

    2. issuer declaration pursuant to LR40 and, if applicable, Art. 10;

    3. for permanent global certificates (Arts. 4 et seq. Directive Form of Securities), a copy of the certificate;

    4. for book-entry or digital asset securities -

      1. A description of the means by which those having rights may obtain proof of their holding;

      2. Relevant legal texts and English translations (if applicable);

    5. evidence that the appointed auditor meets the standards required pursuant to LR12.

  2. Submissions must include originals signed manually or digitally using approved Certifying Authorities (e.g., DocuSign). Translations must be certified.

See also:

- Issuer Declaration

476KB
Issuer Declaration.pdf
PDF
Open

Art. 5 Additional Annexes for New Issuers

Pursuant to Art. 4, new issuers must also submit –

  1. Articles of Association;

  2. Certificate of Good Standing or equivalent issued by a foreign registrar;

  3. Evidence of compliance with Art. 6 Additional Rules Derivatives (for derivatives issu

B. Special Provisions

1. Increase in Securities

Art. 6 Listing procedure for Additional Bond Tranches

Applications for additional securities from increased bond issues must include all annexes outlined in Art. 4.

2. Correction of Erroneous Information

Art. 7 Procedure

  1. If the information in the Listing Particulars, or final terms for securities to be listed under an issuance program, submitted in connection with the listing application does not correspond to information provided in the application for provisional admission to trading, the issuer must submit an addendum to correct the discrepancy, as outlined in Art. 13 Additional Rules Bonds and Art. 14 Additional Rules Derivatives.

  2. The addendum per para. 1 must –

    1. be submitted to the Listing Committee for approval before it becomes effective;

    2. include clear and accurate corrections that align with the requirements of the Additional Rules Bonds or Derivatives as applicable.

  3. If the issuer confirms in writing that the Listing Particulars have not yet been published or distributed to investors -

    1. the issuer may submit a corrected version of the Listing Particulars instead of an addendum;

    2. once approved, the corrected version will replace the initial submission and be made available on the MERJ Exchange website.

  4. All submissions related to corrections, whether in the form of addenda or revised Listing Particulars, must comply with the relevant provisions of the Listing Rules, Additional Rules Bonds, and Additional Rules Derivatives.

3. Derivatives with Short Terms to Expiry

Art. 8 Definition

Derivatives with short terms to expiry are defined as those expiring within 180 days.

Art. 9 Direct Listing

Derivatives with short terms to expiry may be listed directly (i.e. without any prior provisional admission to trading).

Art. 10 Provisional Admission to Trading

Provisional admission to trading for derivatives with short terms to expiry pursuant to Art. 9 is only permitted subject to the following restrictions:

  1. When submitting an application for provisional admission to trading, the issuer must submit a written declaration stating that it will submit the listing application within the following, shortened time period:

    1. for derivatives with an expiry between 90 and 180 days, within 10 business days of provisional admission to trading;

    2. for derivatives with an expiry between 30 and 89 days, within five exchange days of provisional admission to trading.

  2. A signed declaration from the issuer may also be submitted covering an indefinite period whereby the declaration provides assurance that the issuer will comply with the deadlines given in paragraph 1 for all of the derivatives with a short term expiry that are issued after the declaration is submitted.

  3. Provisional listing is not permitted for derivatives with terms under 30 days.

III. Listing of Debt Securities with New Structures

Art. 11 Principle

  1. The Listing Committee will evaluate applications for debt securities with new structures on a case-by-case basis.

  2. An application for a preliminary decision in accordance with LR44 must be submitted for preliminary admission to trading or listing if the debt security is structured differently from those previously admitted to trading or listed on MERJ Exchange.

Art. 12 Procedure

  1. Applications must be submitted in writing to the Listing Division and include the following:

    1. a detailed product description;

    2. any relevant supplements or addenda to existing issuance programs;

    3. for derivatives, an indicative term sheet and a payoff diagram.

  2. The Listing Committee may request additional information as permitted under LR3.

  3. Approval of the new structure is required before provisional admission or full listing can proceed.

  4. Any approved supplements or addenda will become part of the issuer’s registered issuance program once incorporated by the Listing Committee.

IV. Provisional Admission to Trading

Art. 13 Scope

Provisional admission to trading is available for all debt securities provided the requirements under Art. 22 para. a) Additional Rules Bonds and Art. 23 para. a) Additional Rules Derivatives are satisfied.

Art. 14 Application

The application for provisional admission to trading must be submitted electronically to [email protected].

Art. 15 Deadlines

  1. Bonds and derivatives may be provisionally admitted to trading on MERJ Exchange in as early as 3 days following receipt of a submission of a correct, complete application for provisional admission to trading.

  2. The application must be received by the Listing Division by 4:00 p.m. UCT+4 for the T+3 timeline to apply.

  3. For derivatives, provisional admission is possible as early as T+1 provided a correct, complete application for provisional admission to trading is received by the Listing Division no later than 2:00 p.m. and the Listing Committee previously agreed to the expedited timeframe for derivatives issued under an approved issuance program.

V. FINAL PROVISIONS

A. Entry into force

Art. 16 Entry into force

This Directive entered into force on 1 March 2025.

PreviousManagement TransactionsNextProcedures for Depository Securities

Last updated