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ALSE / SERVICES / LISTING / Listing Process and Steps

Listing Process and Steps

ALSE

Application Procedure for the Listing of Securities on ALSE

The application procedure for the listing of securities on ALSE follows the steps outlined below.

  • 1
    Application Form
    An application for admission to listing must be submitted to ALSE by duly completing and submitting the Application Form, duly signed.
  • 2
    Timeline
    ALSE and the Applicant may agree on a timeline regarding the admission to listing.
  • 3
    Listing Agent
    Unless otherwise provided, Issuers shall appoint a Listing Agent for the initial admission to listing of Securities and for any subsequent admission to listing of Securities that requires the approval of a prospectus. The requirement to appoint a Listing Agent shall not prejudice the National Laws concerning the appointment of Financial Institutions or other qualified entities in relation to a public offering or other offerings of Securities.
  • 4
    Additional Requirements
    Pursuant to the Regulations, if it deems appropriate, ALSE may: 1) impose, on a case-by-case basis, additional listing requirements for a specific Applicant; 2) communicate such requirements to the Applicant in a timely manner, prior to making a decision on the application; 3) request additional documentation and information from the Applicant; or 4) conduct such inquiries and investigations as may be reasonably necessary for its consideration of an application for admission to listing.
  • 5
    Decision-Making Period
    Unless otherwise agreed, ALSE shall make a decision on an application for admission to listing within a maximum period of thirty (30) days.
  • 6
    Validity of the Decision
    The decision of ALSE to admit Securities to listing shall remain valid for a maximum period of ninety (90) days. Upon the Applicant’s written request, ALSE may extend this period for a maximum additional period of ninety (90) days.
  • 7
    Notification of Admission to Listing
    ALSE shall issue an initial Notice specifying the date on which the admission to listing of the Securities shall take effect.

For more detailed information regarding the Steps and Listing Criteria on the Albanian Stock Exchange (ALSE), please click here.

Listing Documents

At the time of application, the following documentation shall, to the extent possible, be submitted to ALSE:

(i) The Application Form duly signed by the Issuer;

(ii) The documents specified in the Application Form, including, but not limited to, documentation which, as required by ALSE, demonstrates that:

  • the legal status and organization of the Issuer comply with the applicable laws and regulations;

  • the administration of corporate actions and the payment of dividends (if any) are duly secured (there is a signed agreement with a custodian and/or a Clearing and Settlement Institution); and

  • appropriate procedures are in place for the clearing and settlement of transactions relating to the relevant Securities (there is a signed agreement with a Clearing and Settlement Institution).

(i) a copy of the prospectus (where required by National Laws) or an equivalent document for the publication of full information issued by the Issuer in connection with the application for listing, together with any draft version of such prospectus (or equivalent information publication document);

(ii) a copy of the resolution or resolutions of the relevant body or bodies of the Issuer containing resolutions authorizing the application for admission to listing and the issuance of the Securities (to the extent possible);

This documentation shall be provided to ALSE solely under the responsibility of the Applicant and for the purpose of enabling ALSE to verify whether the Applicant meets the regulatory requirements for listing. ALSE shall not be held liable for any false or incomplete information provided by the Applicant (or by the Issuer, once the Securities have been admitted to listing) in connection with the admission of the Securities to listing.

ALSE may specify, by means of a Notice, any other documents that must be submitted in relation to specific classes of Securities.

All documentation required for listing shall be in the Albanian language and, where necessary, shall be translated by an authorized translator, except where ALSE decides to accept documents in another foreign language. If the registered address of the Issuer is located outside the European Economic Area (EEA), ALSE may require the Issuer’s financial statements to be restated in accordance with the Generally Accepted Accounting Principles (GAAP) or International Financial Reporting Standards (IFRS) applicable in the jurisdiction in which ALSE has its registered address, and that such restatement be reviewed by an auditor recognized by ALSE.

For more detailed information regarding the Steps and Listing Criteria on the Albanian Stock Exchange (ALSE), please click here.

The Prospectus and Its Approval

The steps to be followed until the successful completion of the Company’s securities issuance shall be as follows:

Financial analysis of the entity and analysis of market interest rates. The financial analysis of the entity shall be based on financial information for the last three years and current financial information (for the latest quarter), as well as on the projected activity for at least the term of the Securities.

The analysis of interest rates applicable to financing products and investment products available in the market shall serve to guide the Company in determining the interest rate of the Securities.
The appropriate interest rate for the Securities shall be determined by taking into consideration, at all times, the Company’s financial soundness, the risk associated with the Company, and, at the same time, prevailing market rates.

Preparation of the Prospectus. Following the financial analysis and the determination of the interest/coupon, nominal value of the Securities, term, and other elements of the Securities, the Securities Prospectus shall be prepared.

The Prospectus shall contain (pursuant to Article 29 of the Law on Securities):

  • The type and characteristics of the Securities, their total number, as well as a description of the rights attached thereto.
  • A summary briefly setting out the main characteristics and risks of the holder of the Securities, the guarantor, and the Securities being offered.
  • The commencement date of the subscription, the subscription period, and the payment period.
  • A description of the method of allocation of the Securities, where more Securities are subscribed for than are issued.
  • The name, registered office, and business address of the person providing the guarantee, if any.
  • The name, registered office, and business addresses of the persons guaranteeing the Issuer’s obligations in respect of the Securities.
  • The names and addresses of the institutions through which the Issuers will fulfil their obligations towards the holders of the Securities.
  • The price or the method for determining the price of the Securities.
  • The procedure for exercising the pre-emption right, as well as the payment thereof.
  • The purpose for which the Issuer intends to use the funds.
  • The name of the company, its registered office and business address, the date of incorporation of the legal entity, its legal form, and its registration number with the National Registration Center.
  • The amount of subscribed capital and paid-up capital and, in the case of a joint-stock company, detailed information on its share capital.
  • If it is a subsidiary or a company controlled by another company, information concerning such company.
  • A list of shareholders holding more than 5 percent of the total number of votes at the general meeting, specifying the percentage of votes held by each shareholder.
  • A description of the Issuer’s business activities and of any possible extraordinary circumstances that have affected or may affect the results of any of these activities.
  • Any dependence on patents or licenses belonging to third parties, or on contracts with third parties, which are essential for the conduct of the Issuer’s activities.
  • Information on major investments currently in progress.
  • Basic information on legal proceedings or enforcement of court decisions that may have a material effect on the Issuer’s financial position.
  • The risk factors to which the Issuer is exposed, which may affect the exercise of rights attached to the Securities in respect of which the Prospectus has been prepared, as well as their market price.
  • The individual financial statements and the consolidated financial statements, where applicable. If the Issuer prepares only consolidated financial statements, such statements shall be included in the Prospectus. If the Issuer prepares both individual and consolidated financial statements, both shall be included in the Prospectus. The information contained in the different financial statements shall be presented in tables that allow for the comparison of the various items across consecutive financial years.
  • The name of the accounting expert who has certified the balance sheet and, if such expert has refused to sign it or has provided, in writing, a professional opinion, such information shall be included in the Prospectus, together with the relevant reasons.

The full names of the members of the decision-making, supervisory or executive bodies of the Issuer, or of any other bodies of the Issuer, regardless of the designation under which they are referred to within its organizational structure, as well as the positions held by them within such bodies.

“With our utmost confidence and based on all information and data of which we are aware, we declare that all information contained in this Prospectus constitutes a complete and true representation of the assets and liabilities, profits and losses, financial position and operations of the Issuer, as well as of the rights attached to the Securities in respect of which this Prospectus has been prepared, and that no facts or information that could affect the completeness and accuracy of this Prospectus have been omitted therefrom.”

The Prospectus shall be signed by the legal representative or representatives of the Issuer or by all members of the relevant governing body of the Issuer. The Prospectus shall state the reasons why certain members have not signed it. The Prospectus may also be signed by other persons who have participated in the issuance or preparation of the information contained in the Prospectus.

For more detailed information regarding the Steps and Listing Criteria on the Albanian Stock Exchange (ALSE), please click here.