Frequently Asked Questions - Admission procedure

Admission procedure

Frequently asked questions about the listing process and admission criteria

What are the listing admission and ongoing criteria on Euronext Access, Euronext Access+, Euronext Growth and Euronext?

 

 

 

EURONEXT ACCESS

EURONEXT ACCESS +

EURONEXT GROWTH

EURONEXT (A/B/C)

 

 

INITIAL AD MISSION

 

Free float

 

Non aplicable

 

€1m

 

€2.5m

25% or 5% if >

€5m

 

 

Financial statement

2 last years (audited accounts not required)

2 last years (including the last year of audited accounts)

 

2 last years of audited accounts

3 last years of audited accounts

 

Accounting standards

 

IFRS or local GAAP

 

IFRS

 

Intermediary

 

Listing Sponsors

 

Listing Agent

Main document to be provided

Information document*

(*or EU Prospectus in case of public offers)

Information document or EU Prospectus

 

EU Prospectus

 

 

PERMANENT REQUIREMENTS

Anual financial reporting

Yes but in application of local legal regulation

 

Audited annual report

Semi-anual financing reporting

 

Not required

 

Non audited semi-annual report

Audited semi- anual report

Price sensitive information, list of insiders, market  survey

Applicable (Directive Market Abuse)

Declaration of transactions

Applicable (Directive Market Abuse)

Declarations of breaches of threshold (detention of capital et right of vote)

 

 

Non applicable

 

 

Applicable

 

Anti-money laundering

 

Applicable

 

Intermediary

 

Not required

 

Listing Sponsor

 

Not required

 

Website

 

Yes

How should I submit my listing request?

The Application Form, together with all required documentation, should be submitted electronically to the relevant Euronext Market Undertaking at the following e-mail address: admissions@euronext.com

In addition, the original version of the Application Form, duly completed and signed, should be sent by post to the Relevant Euronext Market Undertaking at the postal address mentioned in the Application Form. The Application Forms are available on our website in the section Listings/Forms and Applications.

How much does a listing cost?

Please refer to the fee books of Euronext and Euronext Growth, and of Euronext Access. https://www.euronext.com/en/listings/admission-process-obligations-fees/listing-fees

How will my listing request be reviewed?

The listing request together with the provided documentation will be reviewed and analysed by the Listing Execution team which is made up of experts in legal, regulatory, compliance and financial areas. Examination of an admission request will result in a recommendation memorandum that will be sent to the Euronext Listing Board (“ELB”) for approval and will be ratified by the Board of Directors of the Relevant Euronext Market Undertaking.

Can my listing request be denied?

In Belgium, France, Portugal and in the Netherlands, the role of the Competent Authority (local financial supervisory authority) and Euronext are clearly distinct. The Competent Authority makes sure that the prospectus is complete and contains transparent and accurate information. It does not assess the suitability of the request for admission to listing and trading. It is the role of the Euronext Listing Board and Board of Directors of the Relevant Euronext Market Undertaking to decide on the suitability of the request, notably in light of Euronext’s own listing rules. Grounds for refusal may differ (e.g. the issuer does not meet listing requirements, compliance issues, etc.). A decision to refuse an application for admission to listing and trading and the reasons for this refusal shall be notified to the Issuer in writing. For more information concerning grounds for refusal of an admission request, please refer either to section 6.4 of Euronext Rule Book I: Harmonised rules or to section 3 of Euronext Growth rule book, as applicable.

In the United Kingdom, the Financial Conduct Authority (“FCA”) has the authority to approve the admission to listing whereas Euronext London decides on the admission to trading only.

What is the Euronext Listing Board (“ELB”)?

The ELB (Euronext Listing Board) is composed of Euronext representatives with relevant expertise. The ELB notably decides upon:

  • an issuer’s first admission to listing and/or trading on all Euronext markets,
  • an issuer’s delisting or removal from listing and/or trading from all Euronext markets,
  • the adoption of individual listing-related measures,
  • the accreditation and withdrawal of Listing Sponsors.

Depending on their nature, ELB decisions must be ratified by the Board(s) of the Relevant Euronext Market Undertakings.

What are the free float requirements on markets operated by Euronext?

The minimum free float level is €1 million on Euronext Access+, €2.5 million on Euronext Growth and a minimum of 25% of share capital or 5% if this represents at least €5 million on the regulated markets of Euronext.

There is no minimum free float on Euronext Access.

How do I calculate my free float for a market transfer?

Euronext uses the index methodology to determine the free float’s level. Irrespective of the size, the following shareholdings are not considered as part of the free float:

  • Insider holdings (e.g. shares held by directors, employees, founders and family); Government holdings;
  • Holdings of the company itself (including subsidiaries);
  • Shareholdings exceeding 5% of the outstanding capital except where such interests are held by:
    (a) collective investment schemes or; (b) pension funds; or (c) mutual funds.

As a result, the calculation of the free float’s percentage includes the shareholdings exceeding 5% of the outstanding capital if such interests are held by (a) collective investment schemes; or (b) pension funds; or (c) mutual funds (which do not qualify as insiders) and all the shareholdings which do not fall under the above mentioned exceptions.

To ensure that the issuer complies with the minimum amount of free float required on Euronext markets (this is typically the case for market transfers), the free float percentage will be applied to the market capitalisation average of the last 60 trading days.

What is a prospectus?

The prospectus is a document dedicated to inform the public , to be published by each issuer before an initial public offering i.e. if it intends to sale or issue financial securities to a broad public or if it requests its listing. It provides investors key information, including financial information with contents adapted to the company profile and financial securities specific to the operation. The prospectus must be complete, understandable and provide consistent information. It enables investors to assess knowingly the company patrimony, financial situation, results and prospects. The prospectus needs to be approved by the competent authority.

What is an information document?

An information document shall be provided to Euronext in the case of an admission to trading upon: completion of a private placement or a direct admission to trading on Euronext Growth; completion of a private placement or a technical admission on Euronext Access. The information document shall notably include the following elements :

  • description of the issuer, including the business model, organization, competitive situation, most significant markets, most significant risk factors and the reasons for the decision to apply for admission to trading;
  • the issuer’s annual reports or financial statements for the last two years, where relevant, as well as the general financial trend over the last two years;
  • description of the board of directors and the management of the issuer;
  • all information about historical, or on-going, bankruptcy, liquidation or similar procedure and also fraud related convictions or on-going procedures in which any person in the management and/or board of the issuer has been involved.

The historical information shall cover at least the five previous years where relevant;

 

  • description of significant contracts/patents, etc;
  • description of the ownership structure, including any shareholdings in the issuer held by the board of directors, senior management and listing sponsor;
  • description of any share-based incentive programs;
  • description of any transactions with persons discharging managerial responsibilities in the Issuer, board members, affiliates to such persons, major owners or another company within the same group as the applicant;
  • the date of the first annual general shareholder meeting following the application as well as the scheduled date for first publication of the audited or unaudited annual earnings figures or half-yearly report following such application, as the case may be;
  • the identity of the listing sponsor and any liquidity provider retained by the issuer;
  • a detailed description of the shareholder structure up to the beneficial’s owners as defined in the AntiMoney Laundering EU Legislation;
  • all relevant information about the financial instruments to be traded, including the Issuer’s articles of association, information on the Issuer’s share capital and breakdown by share class;
  • other relevant information depending on specific circumstances, such as tax, litigation etc;
  • if an Issuer does not possess documented earnings capacity, an explanation stating whether the Issuer possesses sufficient financial resources in order to be able to conduct the planned business for at least twelve months after the first day of trading. It shall also be made clear when the Issuer expects to be profitable and how the Issuer intends to finance its operation until such time.
When do I need to file a prospectus or an information document?

 

 

MARKETS/TYPE OF OPERATIONS

 

IPO

 

PRIVATE PLACEMENT

 

DIRECT LISTING

 

EURONEXT REGULATED MARKETS

 

5 Prospectus

 

5 Prospectus

See above “What is a direct listing on the Euronext Regulated markets?”

 

EURONEXT GROWTH MARKETS

 

5 Prospectus

 

5 Information Document

 

5 Information Document

 

EURONEXT ACCESS MARKETS

 

5 If above €2.5m, Prospectus

 

5 Information Document

 

5 Information Document

How do I determine the Competent Authority to approve the prospectus?

The issuer making a public offer or seeking admission to listing and trading on a regulated market is required to file a prospectus as provided by the EU Prospectus Directive. On Euronext Access and Euronext Growth, a prospectus is only required in the case of a public offering.

The prospectus is approved by the domestic Competent Authority for EU issuers (the AMF in France, the AFM in the Netherlands, the CMVM in Portugal, the FSMA in Belgium, and the FCA in the UK). Unless exception, the relevant Competent Authority depends on the incorporation state of the issuer. For non-EU issuers, the Competent Authority will typically be the one having authority over the marketplace where the shares will be admitted.

What are the accounting standards accepted on Euronext markets?

On Euronext, financial statements, consolidated where applicable, shall be prepared in accordance with IFRS or US GAAP or accounting standards considered equivalent to IFRS (Canadian, Japanese, Chinese, South Korean and Indian standards or any local GAAP with an IFRS reconciliation table).

On Euronext Growth, EU issuers shall prepare their financial statements, consolidated where applicable, in accordance with IFRS or any other EU accounting standards. Non-EU issuers shall prepare their financial statements, consolidated where applicable, in accordance with IFRS or accounting standards considered equivalent to IFRS (US, Canadian, Japanese, Chinese, South Korean and Indian standards or any local GAAP with an IFRS reconciliation table).

What are financial reporting requirements on Euronext markets?

The availability (for investors and Euronext) of periodic information is ensured by implementation of the EU Transparency Directive. However, Euronext Rules still require issuers to communicate to the Relevant Euronext Market Undertaking all price sensitive information at the same time at which such information is made public. Euronext advises Issuers to add their Euronext account manager and ExpertLine (MyQuestion@euronext.com) to the distribution list of all regulated information (including price sensitive information).

On Euronext Growth, and on Euronext Access+, financial reporting obligations are controlled by Euronext. The disclosure obligations are provided for in the Euronext Growth Rule Book. The information includes (without limitation):

  • the annual report (comprising the annual financial statements, the group management discussion and the auditors’ report),
  • the semi-annual report4.
Should the financial statements provided with my listing application be audited?

On Euronext, Euronext Growth and Euronext Access+, the issuer shall provide Euronext with audited annual financial statements for the last three, two, one year(s) respectively. If the more recent financial year ended more than nine months prior to admission to trading, the issuer must have published interim financial statements.

What is a trading symbol?

The trading symbol is a series of characters, often seen as an abbreviation/acronym, which represents a stock, option, mutual fund, or any other security that trades on an exchange. In the Euronext listing and trading environment, it is a serial of minimum two to maximum five characters (letters, figures and/or exceptionally mathematical signs) with no spaces or special symbols. A trading symbol allows securities to be conveniently listed on an exchange’s overhead board and providesa useful reference for traders and investors.

For a company listed on a regulated market of Euronext, the trading symbol as reserved by Euronext is communicated to Thomson Reuters and Bloomberg ahead of new listing to get the same ticker symbol for the same issuer and/or security, which allows for consistent trading information.

For a company to be listed on Euronext there is no specific prefix requirement the company may choose any trading symbol that comprises two to five characters and that is not already used by an existing issuer/security. For a company to be listed on Euronext Growth, the trading symbol must be preceded by the prefix “AL”. For a company to be registered on Euronext Access or Euronext Access+, the trading symbol must be preceded by the prefix “ML”.

What is a CFI code?

The Classification of Financial Instruments code (the “CFI Code”) is maintained by the International Organization for Standardization (“ISO”). It is an alphabetical code consisting of six letters. The first letter is the category of financial instruments (equity or debt), the second is the group (e.g. medium term note or convertible bond), and the remaining letters show special attributes of the group (type of voting rights, ownership, payment status and so on). The letter “X” for one of the six letters means “Not Applicable”/”Undefined”.

What is a LEI code?

At the Los Cabos summit in June 2012 the G20 approved a unique identifier scheme for financial markets, ’Global Legal Entity Identifier System’ or ‘GLEIS ‘, to facilitate the management and control of risks, both by the private sector and by public authorities. This unique identifier of financial markets participants, made up of listed companies and other issuers of financial instruments, is referred to as a ‘Legal Entity Identifier’ or ‘LEI’ and is based on the international standard ISO 17442. The LEI, a unique and universal identifier, is designed to meet the requirement to ensure absolute certainty in the identification of legal entities involved in financial transactions, and it serves as a basis for establishing counterparty risk monitoring rules as well as measuring systemic risk.

The implementation of GLEIS was undertaken by the Financial Stability Board (FSB), which established a framework composed of local entities known as, ‘Local Operating Units’ or LOUs, for assigning LEIs, and a central entity known as, ‘Central Operating Unit’ or COU, for ensuring consistency, with all of the aforementioned falling under the scope of a body representing the public authorities known as, ‘the Regulatory Oversight Committee’, or ROC ensuring compliance with the principles approved by the G20 (non-profit, public interest, ...).

Due to this new regulation, resulting from MiFID 2 requirements and the European Market Abuse Regulation (MAR), published on 12 June 2014, Euronext is obliged to collect a LEI from any issuer operating on regulated or unregulated Euronext markets to enable us to communicate it to the relevant supervisory authorities.

LEIs can be obtained from your LOU (Local Operating Unit). In Europe, each country has its own LOU. You should make your initial request for a LEI to the LOU of the country that your organisation is registered in.

Listed below are the LOUs for the 4 Euronext markets:

  • Belgium: GMEI Utility
  • France: National Institute of Statistics and Economic Studies (INSEE)
  • Netherlands: Dutch Chamber of Commerce ( KvK )
  • Portugal: Instituto de Registos e Notariado (IRN )

LEIs must be renewed annually by your LOU. You should contact your LOU to make sure your LEI is still valid before sending it on to us.

What is an ISIN code?

The International Securities Identification Numbering (“ISIN”) system is an international standard set up by the International Organization for Standardization (“ISO”). It is used for numbering specific securities, such as stock, bonds, options and futures. ISIN numbers are administered by a National Numbering Agency (“NNA”) in each country, and work just like serial numbers for those securities.

ISIN codes are made of twelve alphanumeric characters in total, and are structured to comprise the code for the country of incorporation, the specific security identification number and a final character acting as a check. The first two digits are reserved for the country of origin for the security (the head office of the issuing company) e.g. “NL” for the Netherlands, “BE” for Belgium, “FR” for France. The second grouping, which is nine characters long, is reserved for the actual unique identifying number for the security. The final digit, which is called a “check digit”, ensures the code’s authenticity and is intended to prevent errors.

ISIN code is set by the competent Central Securities Depository. For issuers incorporated in France or in the Netherlands, ISIN codes are created and generated by Euroclear France and Euroclear Nederland respectively. For issuers incorporated in Portugal, ISIN codes are set by Interbolsa. For issuers incorporated in Belgium ISIN codes will be generated by Euronext Brussels (for listed securities) or Six Telekurs Belgium (for non-listed securities).

The ISIN code is part of the information to be communicated to the public and is included in the Corporate Event Notices (written communication issued by Euronext to Members or Issuers for the purpose of interpreting or implementing the Rule Book), disseminated by Euronext. It allows the public to identify trading securities line.

What is the ICB classification?

ICB (Industry Classification Benchmark) is an international sector classification standard developed by FTSE and Dow Jones.

The ICB gives a detailed complete structure for sector analysis, thus facilitating comparisons between companies within sectors, sub-sectors and between countries. Investors can use it to identify securities according to the ICB hierarchy, broken down into ten industries, 19 super-sectors, 41 sectors and 114 sub-sectors.

The ICB classification meets the needs of investors who wish to have access to a system for classifying companies based on clear and transparent definitions of business sectors. This nomenclature keeps abreast of recent economic developments and makes it possible to classify businesses more accurately according to their business. It takes the creation of new industries and business sectors into account, especially in new technologies.

For every new issuing company to be listed on any market organised by Euronext, an ICB code is attributed.

Is it possible for a company to change its ICB classification?

If a company’s business changes, as a result of new acquisitions or cessation of an activity, for example, Euronext can apply to ICB for a re-classification, either on its own initiative or at the company’s request.

What is an over-allotment / Greenshoe?

A greenshoe option is an option granted to the Joint Bookrunners (JBRs) in order to cover over-allotments if any and to stabilize the stock post-pricing – up to 15% of the market offering size, after exercise of the extension clause. It may be a key element for stabilization of the stock post pricing

How can I obtain a listing certificate?

Contact ExpertLine: myquestion@euronext.com