Additional Rules (Bonds)
I. GENERAL PROVISIONS
A. Purpose and Applicability
Art. 1 Purpose
These Additional Rules for Bonds (“ARB”) define the information that issuers must provide for investors to assess bond characteristics and issuer quality on MERJ Exchange, as well as ongoing disclosures required to ensure fair and proper trading.
Art. 2 Applicability
These rules apply to all bonds, including asset-backed securities, loan participation notes, and convertible bonds, except for bonds already listed on a recognized overseas securities exchange (“international bonds”). The Listing Committee may lay down additional requirements for specific bond types.
B. Powers of the Listing Committee
Art. 3 Reference to the LR
The general powers of the Listing Committee laid down in LR3 to LR7 apply to bonds.
II. LISTING
A. Listing Requirements
Art. 4 Reference to the LR
a) The requirements in LR8 to LR26 apply to bonds, with the exception of LR11 (Previous Annual Financial Statements), LR20 (free float) and LR25 (Listing in the Home Country).
b) Where these ARB are contradictory or additional provisions are set out in this section, the ARTEP will take precedence.
c) In the case of a listing of loan participation notes, the obligation to fulfil the requirements in para. 1 rest with the issuer of the underlying loan to which the loan participation notes correspond (the “commercial issuer”).
d) In the case of a listing of asset-backed securities, the provisions in LR10 (duration) and LR15 (capital resources) are not applicable.
1. Issuer requirements
Art. 5 Capital Resources
a) On the first day of trading the issuer must report equity capital of at least USD 10 million in accordance with the applicable financial reporting standard.
b) If the issuer is a parent company with one or more subsidiaries, this requirement refers to the consolidated reported equity capital.
Art. 6 Annual Financial Statements
The issuer must have produced annual financial statements that comply with the finance reporting standard for the most recent two financial years preceding the listing application.
Art. 7 Applicable Law
a) The bonds must be subject to Seychelles law or that of a recognized jurisdiction.
b) The issuer must provide for investor recourse in at least one jurisdiction including, at a minimum, the legal system applicable to the bonds.
c) The requirement in para. b) to have a place of jurisdiction in the jurisdiction of the chosen legal system applicable to the bonds may be waived in the case of a public sector issuer provided both of the following requirements are fulfilled:
i. the national law, whether it be in statute, regulations or similar of the issuer only allows for domestic jurisdiction;
ii. the issuer waives its immunity to due process and the enforcement of law to the extent permitted by applicable law.
Art. 8 Alternative fulfilment by the guarantor
If an issuer does not meet duration or capital requirements, a third-party guarantor compliant with LR10 and LR15 may fulfill these requirements by providing a guarantee.
See also:
- Directive Guarantee Commitments
2. Requirements for securities
Art. 9 Convertible debt securities
a) Convertible bonds may only be listed when the equity securities to which they relate are listed on MERJ Exchange or another securities exchange or if they will also be listed on MERJ Exchange at the same time.
b) The Listing Committee may allow a derogation from para. a) where it is satisfied that investors will have the information necessary to make an informed assessment of the value of the underlying equity securities.
B. Listing obligations
Art. 10 Reference to the LR
a) The listing obligations set out in LR27 to LR35 apply to the listing of bonds except for any contradictory or additional provisions in this Section B.
b) For the listing of loan participation notes, the listing obligations must be fulfilled by the ultimate financial issuer.
Art. 11 Content of the Listing Particulars
a) The Listing Particulars must contain the information prescribed in Listing Particulars Scheme - Bonds which constitutes an integral part of these Additional Rules Bonds.
b) In the case of a listing of loan participation notes, the Listing Particulars must include a summary of the corresponding transaction, information on the parties involved, the risks and the main characteristics of the transaction.
See also:
- Listing Particulars Scheme - Bonds
Art. 12 Form of the Listing Particulars
a) The Listing Particulars may be provided in the following forms:
i. a single complete listing document for each individual issue (“stand-alone Listing Particulars”); or
ii. a complete listing document for each individual issue under a program registered in accordance with Art. 13 including a term sheet registered in accordance with para. c) i. (“MERJ Exchange registered issuance program”).
b) An applicant may also produce a stand-alone Listing Particulars that conforms with a registered issuance program that has been approved by another recognized exchange or the listing authority in that jurisdiction. The applicant must submit the issuance program, final term sheet and a supplement (e.g., a “wrap up” or “country supplement”) which provides missing information that applies to Seychelles law or is otherwise required in terms of these ARB and in such cases all of these documents combined form the Listing Particulars.
c) If the issuer submits Listing Particulars as part of a MERJ Exchange registered issuance program in accordance with paragraph b, then all of the following conditions must be met:
i. the issuance program must contain all of the information about the issuer and/or guarantor as applicable required in the LRs and Listing Particulars Scheme - Bonds as well as the general terms and conditions about the bonds;
ii. the final term sheet must contain the rest of the information required by the LRs’ and Listing Particulars Scheme - Bonds including definitive terms of the specific issue in question;
iii. both the issuance program and the final term sheet must state that the issuance program and final term sheet combined make up the complete Listing Particulars.
Art. 13 Registration of Issuance Programs
a) Where bonds are to be issued and listed under an issuance program, the issuance program and sample final term sheet must be submitted in advance for approval and registration in accordance with the procedure laid down by the Listing Committee.
b) The Listing Committee will generally make a decision within 15 trading days which will thereafter be notified to the issuer.
c) A MERJ Exchange registered issuance program is valid for a period of 12 months and must thereafter be resubmitted a minimum of 15 trading days prior to the end of that period without any reminder to be reviewed where the issuer wishes to renew the program for another 12-month period.
d) Any amendments to the MERJ Exchange registered issuance program must be submitted to the Listing Committee in the form of an addendum for review and approval and any such addendum shall be deemed to form an integral part of the MERJ Exchange registered issuance program in question.
See also:
- Directive Procedures Debt Securities
Art. 14 Supplements
An issuer may submit and after approval publish a supplement in the form of an addendum or in the final terms sheet relating a MERJ Exchange registered issuance program.
Art. 15 Abridgement of the Listing Particulars
The Listing Particulars may be abridged in the following cases:
a) in the case of a listing of convertible bonds or bonds with warrants where the related equity securities to which the conversion or warrant rights attach are issued by the same issuer or by a guarantor that is associated with the issuer within the same group of companies are listed on MERJ Exchange or another recognize exchange; or
b) the bonds are not convertible bonds or bonds with warrants and are issued by an issuer whose equity or debt securities are already listed on MERJ Exchange or another recognize exchange.
See also:
- Listing Particulars Scheme - Bonds
Art. 16 Abridgement of the Listing Particulars for Public Sector Issuers
a) Seychelles public sector bodies as issuers or guarantors need not publish in the Listing Particulars the information required of the issuer in the Listing Particulars Scheme - Bonds.
b) Foreign public sector bodies as issuers or guarantors may provide abridged information on the issuer according to the provisions for same described in the Listing Particulars Scheme - Bonds.
See also:
- Listing Particulars Scheme - Bonds
Art. 17 Incorporation by Reference
In addition to the options regarding incorporation by reference provided in LR29 para. f), reference may also be made to the issuance programs as described in Art. 13.
Art. 18 Official Notice
The provisions of LR32 do not apply to listings in accordance with these Additional Rules Bonds.
Art. 19 Fulfilment by the Guarantor
All of the obligations laid down by Art. 10 must be fulfilled by both the issuer and the guarantor and the Listing Particulars must also contain information about the guarantor.
See also:
- Directive Guarantee Commitments
C. Listing Procedure
Art. 20 Reference to the LR
The listing procedure provided in LR36 to LR45 governs a listing of bonds except for any contradictory or additional provisions in this Section C.
See also:
- Directive Procedures Debt Securities
Art. 21 Fulfilment by the guarantor
The disclosure and procedural obligations laid down in LR39and LR40 must apply to both the issuer and any guarantor.
See also:
- Directive Guarantee Commitments
D. Provisional Admission to Trading
Art. 22 Requirements
a) In order for bonds that are to be listed to be admitted provisionally to trading, the applicant must fulfil each of the following:
i. provide a description of the securities to be listed in the application for provisional admission to trading;
ii. give assurance that all of the listing requirements laid down in the LR and the ARB are fulfilled and the securities are structured in a way that has already been approved by the Listing Committee; and
iv. a listing application will follow.
b) The application for provisional admission to trading must be submitted via a medium specified by the Listing Committee no later than 3 trading days prior to the desired first day of trading.
c) Bonds from new issuers will not be granted approval for provisional admission to trading prior to the issuer itself being reviewed and approved by the Listing Committee.
See also:
- Directive Procedures Debt Securities
Art. 23 New issuer
a) In the context of Art. 22 para. 3 a new issuer is deemed to be one that has not had an issue of its securities listed on MERJ Exchange for the past three or more years.
b) An issuer is not considered a new issuer if its bond issue is guaranteed by a guarantor that either:
i. acts as a guarantor of other debt securities (i.e., bonds or Exchange Traded Products) already listed or provisionally admitted to trading on MERJ Exchange; or
ii. has itself had debt securities listed or provisionally admitted to trading on MERJ Exchange within the last three years.
Art. 24 Time limit for Provisional Admission
a) The maximum time for which any bonds may be traded under a provisional admission to trading is two months after which trading will be suspended until such time as the listing application is submitted and thereafter approved.
b) The applicant may be fined in circumstances where the listing application relating to the securities for which provisional admission to trading was sought is not submitted or if it is submitted but rejected on grounds that it has not fulfilled the listing requirements. In such cases the applicant may be further excluded from being able to submit any further applications for provisional admission to trading for a period of up to three years.
c) The sanctions provided for in para. b) may only be imposed where it is determined that the applicant’s conduct was judged to have breached important professional conduct obligations.
III. CONTINUING OBLIGATIONS
Art. 25 Reference to LR
The conditions for maintaining a listing are provided in LR46 to LR55 with the exception of LR47 (Interim Report), LR50 (Corporate Calendar) and LR54 (Management Transactions).
Art. 26 Fulfilment by the guarantor
a) In principle the conditions for maintaining a listing of bonds subject to these ARB apply to both the issuer and the guarantor.
b) The obligation to publish price-sensitive facts in accordance with LR52 is that of the guarantor alone where the issuer is a subsidiary whose accounts are fully consolidated with the guarantor.
c) Application may be made for an exemption to the aforementioned requirements in this Art. 26 and the Listing Committee may grant such exemptions in cases where the issuer or the guarantor itself fulfils all listing requirements.
See also:
- Directive Guarantee Commitments
IV. SUSPENSION OF TRADING, TERMINATION AND DELISTING
Art. 27 Reference to the LR
The provisions in LR68 (Suspension of Trading) and LR69 (Delisting of Securities) apply to a listing of bonds in accordance with these ARB except as modified by Art. 28.
See also:
Art. 28 Termination of Listing
The listing of securities that are due for redemption or that are to be redeemed early are generally terminated automatically without prior notice by MERJ Exchange on the last trading day which is either the third banking day prior to the final maturity date or some other date as specified in the terms of the particular security.
V. SANCTIONS
Art. 29 Reference to LR
Sanctions are governed by LR71 to 73.
VI. APPEALS
Art. 30 Reference to the LR
Appeals against decisions made by the Listing Committee are governed by LR74 to LR76.
VII. FEES
Art. 31 Reference to the LR
Fees applicable to issuers under these ARB are governed by LR77 to LR80.
See also:
- Listing Fees
VIII. FINAL PROVISIONS
Art. 32 Entry into force
These ARB enter into force on 1 January 2026.
Art. 33 Transitional provisions
a) Documentation which has been submitted previously to the Listing Committee for approval prior to these ARB coming into force will be reviewed and approved in accordance with provisions which have applied to date.
b) Any documents that cease to be valid after must be replaced and resubmitted with documents in accordance with these ARB.
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