Listing of foreign issuers' shares and foreign depositary receipts on shares
Basic listing requirements
- Securities comply with the requirements of Article 51.1 of the Federal Law "On the securities market"
- A foreign issuer 1 undertakes to provide the Exchange with information about the securities for disclosure by the Exchange in accordance with Russian securities legislation
- An issuer of depositary receipts and/or underlying securities undertakes to provide the Exchange with information about the foreign depositary receipts, and about the issuer of the underlying securities, in accordance with the requirements of the Russian legislation regarding securities, normative acts of the Bank of Russia and the Exchange's rules
- The securities are accepted for servicing by the settlement depositary 2
- Other Russian legal requirements regarding securities and normative acts of the Bank of Russia
With the basic requirements complied, securities may be included on Level 3.
Inclusion on Levels 1 and 2
Option 1
Shares and depositary receipts on shares may be included on Levels 1 and 2 if they meet the basic requirements and underwent listing on the relevant foreign exchange (Table 1). In this case there are no other requirements for listing on Levels 1 and 2.
Table 1
Markets, Segments | Stock Exchanges | Potential listing level |
---|---|---|
• The NASDAQ Global Select Market |
The NASDAQ Stock Market |
Level 1 |
• Main Market |
NASDAQ OMX Stockholm |
Level 1 |
• Premium |
London Stock Exchange |
Level 1 |
• Main Board | The Stock Exchange of Hong Kong |
Level 1 |
• Prime Standard |
Frankfurt Stock Exchange |
Level 1 |
• New York Stock Exchange Listing |
New York Stock Exchange |
Level 1 |
European Regulated Markets:
|
Euronext Amsterdam |
Level 1 |
• Euronext Dublin | Euronext Dublin | Level 2 |
• Toronto Stock Exchange Listing | Toronto Stock Exchange | Level 2 |
• Main Market | Warsaw Stock Exchange | Level 2 |
Option 2
In other cases, shares/depositary receipts on shares may be included on Level 1 or 2 if the basic listing requirements and additional requirements (Table 2) to shares and their issuers are met, and in case of depositary receipts on shares, these requirements apply to the underlying shares and their issuer.
Requirements for shares and depository receipts to be listed on Level 1 and 2, in addition to the basic requirements
Table 2
Requirements | Level 1 | Level 2 |
---|---|---|
Number of shares in free float (FFs) 3 and their total market cap (FFC) 4 |
Ordinary shares Market cap 5> RUB 60 bln: FFC ≥ RUB 3 bln, FFs ≥ 10% of all issued ordinary shares Market cap ≤ RUB 60 bln: FFC ≥ RUB 3 bln, FFs ≥ FF, where FF is calculated as FF=(0.25789 — 0.00263*Cap)*100%, Cap — market cap, RUB bln. |
Ordinary shares FFC ≥ RUB 1 bln, FFs ≥ 10% of all issued ordinary shares if shares are included in the Level 2 or transferred from the Level 3 to the Level 2; FFs ≥ 4% of all issued ordinary shares if shares are transferred from the Level 1 to the Level 2 |
Preferred shares Market cap> RUB 60 bln: FFC ≥ RUB 1 bln, FFs ≥ 10% of all issued ordinary shares Market cap ≤ RUB 60 bln: FFC ≥ RUB 1 bln, FFs ≥ FF, where FF is calculated as FF=(0.25789 — 0.00263*Cap)*100%, Cap — market cap, RUB bln. |
Preferred shares FFC ≥ RUB 500 mln, FFs ≥ 10% of all issued preferred shares if preferred shares are included in the Level 2 or transferred from the Level 3 to the Level 2; FFs ≥ 4% of all issued preferred shares if preferred shares are transferred from the Level 1 to the Level 2 |
|
The period of existence of the issuer 6 | At least 3 years | At least 1 year or at least 1 month if the issuer controls a legal entity (subsidiary) with the period of existence at least 1 year providing that such entity’s share of the business is not less than 50% of overall business of a group |
Issuance and disclosure (publication) of consolidated financial statements according to international standards 7, accompanied by auditor's opinion |
For 3 years prior to the shares' inclusion on Level 1 | For 1 complete year prior to the shares' inclusion on Level 2 |
Corporate governance requirements | Requirements are set out in Clause 2.18 of Annex 2 of the Listing rules | Requirements are set out in Clause 2.19 of Annex 2 of the Listing rules |
Information disclosure | The Issuer has committed to disclose the information during the entire period the securities are maintained on the list to the extent and according to procedures set in the disclosure rules (requirements) approved by the Exchange. Additional rules, requirements and recommendations on information disclosure by issuers of shares which are included in Level One and/or Level Two. |