Listing of foreign issuers' bonds and foreign depositary receipts on bonds
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 on securities, normative acts of the Bank of Russia and Exchange's rules
- The securities are accepted for servicing by the settlement depositary 2
- Other Russian legal requirements regarding securities and normative acts relating to financial markets are observed
With the basic requirements complied, securities may be included on Level 3.
Inclusion on Levels 1 and 2
Option 1
Bonds and depositary receipts on bonds may be included on Levels 1 and 2 if they meet the following requirements:
- basic requirements;
- absence of an issuer's (issuer’s of represented bonds) or an agreed legal entity's 3 default, or at least 3 years (for Level 1) and 2 years (for Level 2) passed since default causing liabilities were ceased;
- an issuer (an issuer of represented bonds) or a bonds issue (represented bonds’ issue) or a surety (guarantor) or an agreed legal entity 4 has a credit rating level equal to or greater than that set by the Exchange 5
- securities listed or securities in relation to which the listing procedure was started on the relevant foreign exchange (Table 1).
Table 1
| Markets, Segments | Stock Exchanges | Potential listing level |
|---|---|---|
| • The NASDAQ Global Select Market • The NASDAQ Global Market • The NASDAQ Capital Market |
The NASDAQ Stock Market | Level 1 Level 2 |
| • Main Market | NASDAQ OMX Stockholm NASDAQ OMX Helsinki NASDAQ OMX Copenhagen |
Level 1 Level 2 |
| • Premium • Standard |
London Stock Exchange | Level 1 Level 2 |
| • Main Board | The Stock Exchange of Hong Kong | Level 1 Level 2 |
| • Prime Standard • Prime Standard Bonds • General Standard |
Frankfurt Stock Exchange | Level 1 Level 2 |
| • New York Stock Exchange Listing • NYSE Bonds |
New York Stock Exchange NYSE Bonds |
Level 1 Level 2 |
European Regulated Markets:
|
Euronext Amsterdam Euronext Brussels Euronext Lisbon Euronext Paris Euronext London |
Level 1 Level 2 |
| • Euronext Dublin | Euronext Dublin | Level 2 |
Option 2
In other cases, bonds/depositary receipts on bonds may be included on Level 1 or 2 if the basic listing requirements and additional requirements (Table 3) to bonds and their issuers are met, and in case of depositary receipts on bonds, these requirements apply to the represented bonds and their issuer.
Requirements for bonds and depository receipts to be listed on Level 1 and 2, in addition to the basic requirements
Table 2
| Requirement | Level 1 | Level 2 |
|---|---|---|
| Volume | At least RUB 2 bln | At least RUB 500 mln |
| Par value | No more than RUB 50,000 or 1,000 currency units if the security par value is denominated in foreign currency | |
| The period of existence of the issuer 5 or the guarantor 6 | At least 3 years | At least 1 year or at least 3 months if the period of existence of the guarantor is not less than 1 year 9 |
| Issuance and disclosure (publication) of consolidated financial statements according to international standards 7, accompanied by auditor's opinion | In respect of 3 complete years preceding the date of inclusion of the bonds in Level 1 In this event, the surety (guarantor), including a foreign legal entity, shall disclose (publish) its financial statements within the time frames prescribed for the disclosure of such statements by the issuer |
In respect of 1 complete year preceding the date of inclusion of the bonds in Level 2 |
| Absence of issuer default | Absent, or at least 3 years passed since default causing liabilities were ceased | Absent, or at least 2 years passed since default causing liabilities were ceased |
| The issuer (or the bonds issue) and the surety (guarantor) have a credit rating of certain level8 | The rating level is equal to or greater than that set by the Exchange The credit rating requirements are applicable to the surety(ies)/ guarantor (s) providing that total amount of the pledge is equal to or greater than the par value of all bonds in the issue (additional issue) being listed and the aggregate coupon income of bonds | The rating level is equal to or greater than that set by the Exchange. The credit rating requirements are applicable to a surety(ies)/ guarantor (s) providing that total amount of pledge is equal to or greater than the par value of all bonds in an issue (additional issue) and an aggregate coupon income of bonds |
| Corporate governance requirements | Requirements are set out in Clause 2.20 of Annex 2 to the Listing Rules | Not applicable |
8 The Exchange is entitled to establish by its separate decision the bond issuing criteria, subject to which the Exchange shall apply only the credit rating assigned to bond issues and shall not apply the credit ratings assigned to the issuer or surety(ies)/guarantor(s).
When one of sureties (guarantors) meets the credit rating level requirement and the size of collateral provided by such surety (guarantor) is not less than the total par value of bonds in the listed bond issue (additional issue) and aggregate coupon yield on such bonds, the credit rating level requirement shall not be applied to other sureties (guarantors) relative to the bonds issue.