Cyprus Stock Exchange – Safe Keeping Receipts and Bank Guarantees versus a Securitized Bond Offering on Cyprus

As people know, our firm has been one of the most active companies for listing shares and bonds globally. We also have worked with asset holders for the creation of Safe Keeping Receipts which firms intend on utilizing for trading or leverage of the assets for loans and the release of capital called Monetization. Generally the process of creating an SKR includes:

  • Creation of a securitization vehicle, registration with an ISIN of the certificates of beneficial ownership, trust indenture, and deposit with a Bank
  • Sending the message via Swift MT 799 or Swift MT 760 to the receiving Bank for the monetization or loan against the underlying assets of the SKR

The average cost of this process is 25,000 GBP for the formation and securitization that creates the SKR, and anywhere between 50,000 – 100,000 euro for the Swift message of the blocked funds or assets held by the financial institution. One of the pitfalls of this process, is the cost of the Swift is every time you intend on working with a co-responding Bank for monetization, your take on the Swift costs and await the transaction to be accepted or completed by the receiving Bank.

If you are looking for an SKR you can always apply at www.safekeepingreceipts.com

How do we solve this problem with Cyprus Stock Exchange Listings?

The Cyprus market allows for us to create a low-tax structure that ends up being the company that your assets are securitized into. The securitized assets are placed in trust with the Cyprus company. The Cyprus company, through our list of trustees and relationship with the Cyprus stock exchange, allow for the securitization company to issue Bonds as a private company onto the Cyprus Stock Exchange with the registrar and trustee managing the process through our firm. Naturally, the Bond has an ISIN number and can clear into any brokerage house or Bank globally through direct transfer via the clearing and settlement of the Bond. You as the Bond holder can deposit the bonds within a brokerage account we will set-up for you, and then transfer the bonds to the purchasing party. The bonds can be used directly for loans, leverage, and or for sale to financial institutions as a listed bond versus going through the process of sending Swift messages which are costly for deals that do not get financed. In addition, there are secondary markets such as the European Wholesale Debt market and Frankfurt 2nd Quotation board, creating liquidity and an immediate market for your otherwise illiquid assets.

The Cyprus securitization structure, clearing and settlement, registrar, brokerage account, company, listing, nomads sponsorship fees, tax advice, legal advice, and monetization consulting ends up costing no more than 60,000 euro. With the ease and ability to transfer the security, the cost ends up being half the overall fees generally incurred from an SKR, which has no secondary liquid market accept for private trading platforms, which are generally long and arduous processes to access. Therefore, the Bond structure that we have developed is clearly a winner for people trying to leverage assets, monetize illiquid assets, or who want to use their assets without putting them at risk or diluted from equity investment.

If you are interested in turning your assets into debt instruments that can be monetized, you should be considering our packaged Bond listing.

*Please note one of the hidden benefits of the Cyprus Bond structure we have developed is that when you sell the Bonds and make profit from the capital, it is done so directly through a low tax zone versus a higher tax zone like the UK, Canada, US, etc. In addition, Cyprus is not an offshore jurisdiction, it is a low-tax jurisdiction, which means you are the owner of the business do not have to would that if you live in a region that requires disclosure of offshore jurisdiction companies or may not be permitted by your region, this is acceptable to your tax departments via specific treaties that enable its use.

We do not give Tax or Legal advice, however, we have partnered with a Tax Auditor and Advisor with over 6,000 companies within this region who trust their advice and structures. You can contact us and become one of those many firms that globally are taking advantage of one of the most intelligent structures there is for your business.

Don’t hesitate to contact us today, info@stockexchangelistings.com or Ryan@ifxbg.com

Frankfurt Listings – FSE Listings can now be done through the Cyprus Stock Exchange

As of November 1st 2016, Cyprus Stock Exchange listed firms have started dual listing onto the Frankfurt Stock Exchange. FSE Listings Inc has been known globally as the leader of listings on the first quotation board up until 2012. Changes in the market regulations in Frankfurt made it very difficult for small firms to direct list onto the Frankfurt Stock Market.

FSE Listings now has the solution you have been waiting for, listings on the Cyprus Stock Exchange in 4-6 weeks and then “dual listing” onto the Frankfurt Stock Exchange! This can be completed for as little as 60,000 euro. A direct listing on the Frankfurt Stock Exchange would take months, even a year, due to the rigorous nature of the standard market within Germany.

Introduction – The Cyprus Stock Exchange Creates New Opportunities For Businesses Introduction

IFXBG Limited is a BVI corporation that has listed over 1,000 companies on public markets within its consortium including the CSE, TSX, Deutsche Borse (Frankfurt), LSE (AIM & Standard), Berlin, OTCQX, NASDAQ, NYSE Euronext, ASX (Australia), Luxembourg, Vienna, and Hong Kong. (And now the Cyprus Stock Exchange.)

The Cyprus Stock Exchange presents an amazing opportunity for listing a company on a public market, with all the benefits of a recognized listing on a stock exchange with low-cost regulatory requirements. We welcome the opportunity to work with you on the Cyprus Markets Listings of your firm.

Emerging Companies Market

On September 15 2009 the Cyprus Stock Exchange adopted Regulative Decision 326/2009, which governs the Emerging Companies Market. The Emerging Companies Market is a new financial market in Cyprus which is considered to be unregulated and does not come under the mandatory provisions applicable to regulated markets. Such provisions impose strict listing requirements and continuous reporting obligations on listed companies. The Emerging Companies Market is a multilateral trading facility that operates in accordance with the regulative decisions adopted by the Cyprus Stock Exchange, which will be exclusively responsible for setting the listing requirements and continuous obligations of issuers and directors, as well as any penalties to be imposed for rule violations.

The Emerging Companies Market creates new dimensions in the Cypriot financial world by offering numerous opportunities – for example, it:

  • establishes an alternative method for securing finance at competitive costs that is raised by unlisted companies through simpler procedures than those for raising finance in a regulated market;
  • creates increased awareness, recognition and prestige for listed companies; and
  • increases investment sectors and opportunities for investors.

The Emerging Companies Market of the Cyprus Stock Exchange (ECM) is very similar to what the AIM is for the London Stock Exchange, but with the added advantages that it has very relaxed listing rules.

For example, in this market, there is

  • no requirement for daily volume (hence no fictitious trades needed)
  • no maximum ownership rule and (hence no need to do illegal stock parking)
  • no minimum market capitalization criteria (even if value drops, no risk of de-listing)
  • The whole listing process takes 6 weeks to complete, with 4 weeks of preparation work with advisors, and 2 weeks listing approvals and due diligence by the exchange.

Using the ECM/CSE to your best advantage

A listed company on the ECM/CSE is ideal for beneficial owners to:

  • Allow pension and other regulated funds such as UCITS to invest in your listed titles (shares or bonds) as they can only invest in listed titles trading on recognized and regulated stock exchange,
  • Use idle funds that need a justification to tax authorities before repatriation to home country to invest in various projects,

Have the share registry maintained electronically by the Cyprus Stock Exchange

Acquire other companies, listed or private, operating anywhere in the world either by cash or through share issue/swap to bring those companies under the control of the Cyprus holding PLC on the valuation suitable to beneficial owners so that there are no tax implications at the other end,

  • Lend money to own entities operating in home country from Cyprus
  • Issue shares to raise money from other investors
  • Issue debt or bonds which can subsequently be listed on the CSE
  • For new startups, a public company is formed with 10-12 shareholders, all of whom can be nominees and together with a business plan and 3-year financial forecasts, then list the shares on the ECM/CSE.

IFXBG Limited has a method to make sure that the UBO controls all the shares of the nominee shareholders, thus making sure that not even one share falls into wrong hands.
A listed company will require minimum 3 Directors, with 1 Director Executive to be responsible for the day-to-day affairs of the company. The other 2 can be non-executive directors.

All decisions are made by the Board who is answerable to shareholders once a year at the AGM.
Shareholders can vote through proxies at the AGM. The CSE maintains the Share Registry in electronic format. The CSE will also provide the ISIN code, available through Bloomberg/Reuters and closing prices are updated daily on the CSE’s web site, which is also available in English.
The CV, educational and business background of all directors will need to be provided to the CSE and is open for public scrutiny.

Every listed company on the ECM needs to appoint an approved by the Cyprus Stock Exchange Nominated Advisor (Nomad) which will be responsible for the company’s listing.

FSE Listings and IFXBG Limited is partnered with two of the largest approved Nomads and offers a complete solution including finding the professionals to register the public company, prepare the Admission Document, pass the application through the CSE and manage the timeframe of the acting company’s Nomad, solving delays and problems before they happen.

The company also needs to have registered office, legal advisor, auditor, and reveal the banks where it has a relationship.

Listing conditions

In accordance with Regulative Decision 326/2009, the key conditions for listing on the Emerging Companies Market are as follows:

The issuer must have readily available audited accounts and must be able to prove that it carried on its ordinary activities for at least two years before its application. Newly established companies can also be listed if the Cyprus Stock Exchange Council is satisfied that future shareholders are given satisfactory information in order to assess properly the value of the titles.

Throughout the flotation procedure, the issuer must have a nominated adviser (ie, a lawyer and auditor who is authorized to act as a nominated adviser by the Cyprus Stock Exchange).
The issuer must be registered as a public limited liability company. There are no minimum market capitalization or shareholder equity criteria.

Listing methods

Regulative Decision 326/2009 provides for the following three methods of effecting a listing:

initial public offering – this should aim to raise at least €2.5 million and should be addressed to over 100 persons; a prospectus will be required in such case;

private placement – this should be addressed to institutional investors or to fewer than 100 persons, and the capital to be raised must be less than €2.5 million; an admission document (a simpler version of a prospectus) must be submitted to the Cyprus Stock Exchange; or
a combination of the two above-mentioned methods.

Private placement of shares

Before the company is listed, it can organize a private placement of shares and raise money. There is no limitation on the amount raised, but if the shares are issued at a premium, then this needs to be justified to the CSE.

Once the private placement is completed, we shall then simply list the shares on the CSE. There is no requirement to hold an IPO. Existing shares are simply listed.

IPO
If the listed company wishes to hold an Initial Public Offering (IPO) after its application is approved, then it may do so but up to EUR 2.5 mln under simplified procedures.

If the amount of the IPO is above EUR 2.5 mln or the issue will be made to more than 100 investors, then the company needs to prepare a prospectus and submit it to the Cyprus Securities & Exchange Commission for approval before it can proceed.

Otherwise, if the IPO is below EUR 2.5 mln or under 100 investors, it will do so under simplified listing procedures and by submitting the Admission Document only.

Documentation

An issuer seeking to float securities on the Emerging Companies Market must submit the following documents:

  • a completed application form as determined by the Cyprus Stock Exchange;
  • an admission document containing information about;
  • the background of the issuer and the issue;
  • the business plan;
  • the board members and shareholders;
  • the associated business risks; and
  • the audited accounts;
  • a company board resolution authorizing the issue or placement of the securities;
  • a copy of the company’s memorandum and articles of association, duly certified as a true copy of the original; and
  • a prospectus (approved by the relevant Cyprus authority), if required.
  • A corporate structure that enables the shares of the company to be traded on the exchange for clearing and settlement purposes
  • A registrar that has the ability to dematerialize shares into the trading system
  • A third party valuation of the assets of the company for the purpose of setting the listing price

Contact info@stockexchangelistings.com or Ryan@ifxbg.com

Finding a US auditor for a company going public on the OTC Markets and List of Auditors on the OTC

The auditor you use within the US Markets effects drastically not only the success of filing an S1, but also for maintaining your Qs and Ks.

Having an effective auditor is important for:

– Filing on time and replying quickly to comments during the S1 review process
– Filing the Qs and Ks, of which some auditors will hold out for long periods of time which could jeopardize your listing
– Ensuring the ongoing integrity of the company to investors, the SEC, and yourselves
– Ensuring your company gets listed due to their reputation as a professional and experience of working with existing OTC Listings

Everyone in the public markets have been held at ransom by auditors at least once in their career, and this is a horrible experience. Usually in the final hours of having to file a document they demand additional payments and expenses, and often this happens when the other go public pro’s are long out of the scene. Choosing the right Auditor who is ethical and maintains a consistent standard of work and care for your firm means a lot.

At OTC Listings, we keep an active list and database of all the Auditors within the United States to go public by listing on the NASDAQ, OTC, or NYSE. This database has a list of the best priced, the fastest working, the most ethical, and quality auditors with good reputations. If you are going public, you need this kind of guidance. Most of our clients have saved over 50% of what our competitors charge to assist firms to go public because of this database, and our US Securities Lawyer database that ensures we have the best team working for you when you go public.

For more information contact info@otclistings.com

Finding a Market Maker for an OTC Market listing or list of market makers in the US

If you are looking for a list of market makers or a market maker for an OTC Listing, than you are likely trying to file a Form 15c211 to go public on the OTC Markets.

Finding the right market maker within the US is key, as the costs can vary from $5,000 to $25,000 for due diligence, which could drastically increase your costs of going public.

Within the US, its actually not legal for market makers to charge for taking you on as a client, but there are always ways to charge fees, and if you want to file, you do have to pay some kind of fee to the market maker. If it is not directly, then it is by hiring their transfer agent, their filing firm, their due diligence.

Many Go Public experts unfortunately use market makers that are generally cheap but also have a poor reputation. This can limit your ability to deposit stock or get the company trading. The Market Makers reputation is very important.

At www.otclistings.com we keep an active list and database of all market makers and the most reputable market makers with the peripheral costs. Contact info@otclistings.com

As part of a transparent service offering, OTC Listings helps you to go public on the OTC Markets by co-ordinating the Securities Lawyer for the Form S1 filing, the 15c211, Market Maker, Edgar filings, Q’s/K’s, Auditor, DTC, OTC Markets, DWAC, clearing, and deposit of OTC and Pinksheet shares. We have kept clients total going public costs as low as $35,000.

If you are going public, and this is why you are looking for a market maker, you should contact us at info@stockexchangelistings.com

Finding the Right Lawyer for an S1 for an OTC Market Listing

An S1 registration and S1 form is a prospectus like document and requires the opinion of a Lawyer to file with the Securities and Exchange Commission.

Many companies who are attempting to go public on their own or take their company public as a do it yourself project often have 8-10 rounds of comments from the SEC based on the way they wrote the S1 versus the way a Lawyer writes it. I highly recommend that if you are going to get a Lawyer to give their S1 opinion, they should draft your S1 for you.

There are a lot of “template” like services who take similar S1s from your industry and attempt to file this as your business with various risks and disclosures. For the most part, these are often companies that claim to do all of your edgar filings, forms, and legal work for you, but generally are no better than if you took the time to draft it yourself as you end up with the same number of comments in the review period.

The best way is to choose the right Lawyer for an S1 to draft it and give their opinion. S1 lawyers and US Securities Lawyers generally should be engaged directly. Many of the fly by night go public experts and go public pro’s often claim to use their inhouse Lawyer, and ask for you to deposit the funds with them to pay the legal fees. This doesn’t guarantee that you will get the professional legal help they claim to sell, often you end up taking months longer before they drafted the documents and not the Lawyer, as a way for them to skim extra profits for themselves instead of paying the full legal fees that it would cost if the Lawyer did write it.

The Form S1 document is more than just a form, it requires audit sign-offs, legal opinions, management declarations, and therefore, it is a legally binding commitment to the securities and exchange commission when submitted. All information on the form needs to be verified as true for your own good, and should be drafted by a Lawyer who understands your liabilities and is there to protect you versus trying to list you quickly and possibly face the consequences of future issues rendering your company listing as unusable.

As an expert team of professionals who take companies public, we have decided to change our pricing model this year to show the transparency our organization promotes. For $10,000 we assist the company in going public, we draft business plans, due diligence materials and work hand in hand with the Lawyers. As a firm, you engage directly the Law Firm we recommend, who has a duty to be loyal to you as their client. In addition, we co-ordinate the Auditor, Filings, Transfer Agent, Market Maker, DTC, OTC Market payments, and all related providers to OTC Listings

Our recent clients have managed to file in just 2 months and list in 4 months for a total cost of $35,000. Not all clients projects are the same, but the average cost of listing including the fees to OTC Markets are $45,000 to $50,000.

If you are going to build a public company, you need a team to work with, doing it yourself or relying on service providers who are always trying to hide how they made money off you. We can save you money in your going public process, get the job done quickly, and ensure the quality of service exceeds that of any other go public professional or IPO broker.

Contact info@stockexchangelistings.com and we can set-up a telephone conversation so we can discuss the best way to work together and save costs. If you already have an auditor or pieces, we can help you work more effectively with what you already have. We have often inherited clients from various Swiss financial groups, go public, and other firms who list companies on the OTC Markets and helped finish the job. Therefore, if you find yourself in a challenging situation as well, please call and or email us to see if we can help you.
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Go Public on the OTCQB Markets within the US for only $10,000, taking your company public just got easier!

Our firm has been taking companies public on the OTC Market and doing US IPOs for over 20 years with collective experience in the financial markets globally. In this time we have built a strong database of the key service providers that assist you in listing your company and going public. Many people look for OTCBB and Pinksheet shells for sale, of which we can also assist, but we believe taking your company public from beginning to end yourself is important. Of

This is why we have decided this year to change our pricing and services model. Instead of a large upfront fee for the listing process we have broken down the costs so that clients only need to deposit $10,000 with our firm and we engage the required service providers directly for you.

The Service Providers you will retain directly are:

– The Lawyer to draft the S1 and respond to comments
– The Auditor
– Filing fees
– Transfer Agent
– Market Maker
– OTC Markets
– DTC

On average with the recommended service providers, our clients have been able to list their company on the US OTC Stock Market for less than $35,000 USD and on occasion with more complex files $45,000 to $50,000+ total cost.

In comparing the go public cost of $35,000 to the cost of people who attempt to list themselves and engage service providers themselves, we are 25% cheaper than you trying to do it yourself due to our relationships and 50% cheaper than any other provider for listing on the OTC Markets.

Our services focus on guiding small businesses to going public within the United States to increase visibility, sell shares to raise capital through appropriate service providers, and expand their business internationally.

We have worked closely with China, Malaysia, Singapore, Vietnam, Canada, the US, Australia, New Zealand, the UK, Kenya, Nigeria, South Africa, Mozambique, Ghana, Guinea, Mexico, Brazil, Chile, Columbia, Argentina, and Spain to list companies on the US Markets.

With over 1000 client listings globally, we are a leader in providing the service of listing companies and taking your company public on the stock exchange.

Contact Info@StockExchangeListings.com