Trading Companies

TISE enables business owners to grow a company by raising its profile and accessing capital through a cost-effective listing on a stock exchange specifically designed to cater for SMEs.

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  • How to List
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  • Listing Rules, Fees & Forms
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  • Listing trading companies on TISE brochure - online.pdf
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Why List?

The owners of a trading company may seek to list its equity on an exchange for a number of reasons.

These might include one or more of the following:

  • Enhanced prestige and profile for the owners and their business
  • An ongoing (secondary) market for the trading of the shares
  • Access to a new pool of capital which will help take the company to the next stage of its development
  • Demonstrable adherence to standards of transparency and governance
  • A clearly defined price for the shares and a valuation of the business
  • Provision of a stepping stone to a listing on another major global exchange
  • The opportunity to retain and reward staff via equity-linked incentive schemes
  • Route to partial or full exit

Bridging the funding gap

Angel investment, bank finance, alternative finance such as crowdfunding, venture capital and private equity are all forms of financing which businesses may use at various stages of their lifecycle but they are not always easily accessible. 

An exchange listing can fill that current gap in funding by offering access to a new pool of capital because some investors can only invest, or have to invest a certain proportion of assets, in listed products. This is often mandated because they know that the company in which they are investing must adhere to specified standards of transparency and governance and that there is liquidity through secondary market trading.

A stock exchange listing also offers the benefits of providing a regulated environment which also enables businesses to access capital without requiring the owner to accede full control of the company.

How to list

For many business owners, listing on a stock exchange, for example via an Initial Public Offering (IPO), is likely to be a longer term objective. 

However, it is imperative that business owners adequately plan for the future and as part of that, consider how a stock exchange listing could aid their ambitions.

For example, TISE’s approach makes it viable to go public at an earlier stage than might otherwise be possible using traditional stock exchanges but there are still requirements to be met which need to be addressed as part of the preparation for going public (‘IPO readiness’).

Listing considerations

Who are your advisers?

Companies will often kick off the process by appointing/consulting one or more of a range of advisers, including corporate finance advisers, lawyers, accountants and tax advisers, who will be part of your team to assist through the listing process.

What type of listing?

The team will need to identify the way the company is going to be brought to market. This can be done by one or multiple methods, for example:

  • an introduction 
  • an offer for subscription or sale
  • a placing
How will any capital raising be achieved?

If the aim is to raise capital in the primary market then it is important for the company to work with its advisory team and especially the corporate finance adviser and any investor relations consultants, to attract commitments from investors, whether retail or institutional. 

Are there exchange-specific advisers who need to be appointed? 

Companies considering a listing on TISE should have early conversations with one or more of the approved TISE Listing Members in order to ensure the process runs as smoothly as possible.

 

Our approach

TISE offers certainty of its listing requirements, including a freedom from EU legislation and regulations, to adopt a proportionate approach tailored for SMEs.

The main requirements for listing are as follows:

  • The company must be worth at least £1 million, although the Exchange may permit a lower value 
  • At least 25% of shares must be in ‘public hands’ (i.e. not those of Directors and therefore creating a market), unless otherwise agreed by the Exchange 
  • Three years’ audited annual accounts, although this does not apply if the company has been operating for a shorter period and there may also be other exceptions 
  • Directors must provide a statement certifying that the company has sufficient working capital for at least 12 months or otherwise, how they propose to provide such capital to ensure its continued ability to trade.

Ultimately, upon listing and ongoing while listed, the issuer must provide sufficient information, financial or otherwise, so that all market participants, including investors, are informed of any material factors which might affect their interests.

A listing on TISE enables a company to demonstrate that it adheres to the standards of transparency and governance of a regulated market. This is comforting to investors – it may expand the potential pool of available capital – and it is important for the future development of the company.

The convenience of TISE allows a company to become familiar with the requirements of being quoted so that it is better prepared for the transition to being listed on a major global exchange, where appropriate. In that sense, TISE might be viewed as a ‘stepping stone’ or an ‘incubator exchange’.

Post-admission & secondary market

Continuing obligations

In order to protect investors and ensure the integrity and efficiency of the market, post-admission a company listed on TISE is required to comply with its continuing obligations.

Does a company need to retain a Sponsor post-admission?

A company must have a Sponsor, which is eligible to act in respect of the equity of trading companies (Category 3), appointed at all times while it is listed. The Sponsor is able to assist a company in meeting its continuing obligations by communicating with the Exchange/market via an online portal.

What are the requirements for a company?

Under the Listing Rules, there is a requirement to notify Exchange/market of certain information, which includes: market data; routine changes to offering documents; intended/impending corporate actions; AGM/EGM notices and resolutions; annual and interim accounts; changes related to directors; and changes related to auditors and advisers.

What happens if a company fails to meet its requirements?

Failure to keep the Exchange/market updated (i.e. breaches of the Listing Rules) may lead to enforcement action and persistent breaches may lead to administrative fees, suspension or ultimately the delisting of the issuer’s securities.

Secondary market

A key element of continuing obligations is ensuring that the Exchange/market is kept informed of all information which would impact the price of, or trading in, the shares.

How are shares traded?

All shares must be tradeable (i.e. freely transferable) and secondary market trading on the exchange must be carried out through a TISE Trading Member. Usually a company will appoint one of these as a market maker – potentially to work in conjunction with the corporate finance adviser and investor relations consultants – to enhance the liquidity of the stock.

Are there any success stories?

As you will see in the case studies section below, Likewise Group plc raised an initial £7 million and has raised a further £8 million since listing, with 15.6 million shares traded at a total value of £3.9 million from admission until the end of September and during which time the share price has risen from 10p to 33.25p.

What are the overall trading statistics for TISE?

Trading on TISE has been growing in recent years and in 2018, there were 59 million shares with a total value of £92 million traded on the Exchange. This is greater than TISE’s traditional competitors in listing debt securities but less than some other equity markets, although the example of Likewise and other equity securities listed on TISE shows that it can provide a suitably liquid market in relevant stocks (and in a more cost-effective manner).

Case Studies

Likewise

Background

Likewise Group plc is a Birmingham headquartered distributor of floorcoverings and matting. Prior to listing, the Group acquired the entire share capital of William Armes Limited and the trade and assets of Bruce Starke & Co Limited, which were fully integrated into the Group, making it a competing alternative to existing large companies in the industry.

Transaction

Likewise listed on TISE to raise funds for working capital and future acquisitions in the sector. 

Testimonial

“TISE has provided a pragmatic and cost-effective route to going public and accessing the capital markets to raise finance which can be used towards future acquisitions.


“The benefit of the £7 million cash raised and potential access to further funds puts us in a very strong position to be able to make further acquisitions which will enable us to consolidate the distribution section of the floor coverings market and to gain national scale. Ultimately, we believe that this puts us in a position to expand Likewise into a meaningful flooring business.”

Tony Brewer, CEO of Likewise Group plc

Summary

11 Jan 2019

Admitted to Official List

120m

Shares listed on admission

£7m

Capital raised upon listing

£12m

Market cap upon listing

£8m

Further capital raised since listing

£15.6m

Shares traded since listing

£3.9m

Share value traded since listing

3

Further acquisitions financed

10p

1st trade 11/01/19

33.25p

Latest trade 25/09/19

51.7m

Market cap as at 25/09/19

Advisers

Compiled: September 2019

Praxis

Background

Established in 1972, PraxisIFM Group Limited is an independent, owner-managed, financial services business with 550 staff. Headquartered in the Channel Islands, it provides bespoke professional services to private individuals, families and international corporate clients globally.

Transaction

The company listed to provide clarity over its ownership, to enable it to attract and reward staff through equity-linked mschemes, to give shareholders a visible price and market for their holdings, to widen the Group’s visibility internationally and to provide access to the capital markets as a way to help finance acquisitions.

Testimonial

“PraxisIFM was thrilled to announce our listing on TISE in April 2017. The move has broadened our profile internationally, and in particular, within our target markets.

“This listing has also strengthened our position as an employer of choice, enhancing our ability to attract and retain staff.”

Kevin Scott, Chief Operating Officer of PraxisIFM Group Limited

Summary

12 Apr 2017

Admitted to Official List

89,139,600

Shares listed on admission

£40m+

Capital raised since listing

Channel Islands

Segment

125p

1st trade 12/04/17

193p

Latest trade 21/08/19

BVI, Geneva, Hong Kong, Isle of Man, Netherlands and UK

Acquisitions since listing

Advisers

Compiled: September 2019

Sandpiper

Background

SandpiperCI Group Limited is an international retail and food service operator with over 80 stores across four territories. They are a franchise partner with 14 of the world’s best brands and bring shopping experiences to thousands of customers across the Channel Islands, Spain and Gibraltar.

SandpiperCI and its predecessors have over 50 years experience in successfully managing franchise operations.

Transaction

SandpiperCI’s entire issued ordinary share capital has been admitted to the Official List of TISE. The listing came three years since the Company was taken into local ownership and as part of the listing, 25.1 million shares were sold at a price of £0.75 per share, with more than 120 new shareholders, the vast majority of whom are Channel Islands’ residents. Following this successful admission, SandpiperCI now has 100,000,000 shares in issue and the opening market capitalisation of the company was £75 million.

Testimonial

“We are very pleased to have successfully listed on TISE and welcome all new shareholders to the Company. The TISE listing raises our profile while, at the same time, enabling wider participation in the ownership of the Company and providing an ongoing market for the shares.”

Tony O’Neill, CEO of SandpiperCI Group Limited

Summary

31 May 2019

Admitted to Official List

100m

Shares listed on admission

25.1m

Shares sold at £0.75

£75m

Market cap upon listing

Channel Islands

Segment

Advisers

Compiled: September 2019

Latest SME News at the Exchange

How a listing can aid your ambitions

You can grow your business, raise its profile and access capital by floating it on a stock market catering for small and medium-sized firms, writes Fiona Le Poidevin CDir, CEO of The International Stock Exchange Group.

Read
Channel Island retailer, Sandpiper, lists on TISE

Channel Islands retailer SandpiperCI Group Limited has listed and commenced dealings on The International Stock Exchange (TISE).

Today [31 May 2019] Sandpiper’s entire issued ordinary share capital has been admitted to the Official List of TISE and dealings in the shares have commenced.

Read
For more information please contact us.
Carolyn Gelling
Carolyn Gelling
Head of Isle of Man Office
Mike Lightfoot
Mike Lightfoot
Business Development Manager