Companies wishing to join MaB must meet certain tranparency and reporting commitments as well as appointing two figures to help them in the process: the registered advisor and the liquidity provider.
Companies seeking admission to MaB must be public limited companies which meet the following requisites:
The criteria used by the Market to consider the adequacy of the shareholder diffusion of Growth Companies and REITs that request admission of their shares are:
-There must be at least 20 shareholders independent of the core shareholder or shareholders with stakes of less than 5% of the share capital.
-These shareholders do not include those with shares with a value of less than €10 thousand euros, except in cases where this is justified by mass retail distribution of more than 500 shareholders.
-Shareholders with shares worth more than €1 million euros are also not included.
Persons closely associated with any of the core shareholders, as defined in definition 26) of Article 3.1 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse, are also not considered suitable for consideration in the calculation of the diffusion. Consequently, other persons who are not within this definition shall be considered suitable for the purposes of computing the diffusion.
In addition, in the case of shareholders with an interest of more than €1 million euros representing less than 5% of the share capital, the portion exceeding €1 million euros shall not be considered for the purposes of calculating the total cash disbursed. Such shareholders will be computable for the purposes of the number of minority shareholders.
Based on previous experience, we estimate that approximately three to six months may elapse from the time a company appoints a Registered Advisor up until they are admitted to the Market.
The company must analyse what the process for listing on the market entails. With the help of its advisors, the company must ascertain how to leverage the opportunities offered by the securities market but it must also plan how to comply with legal requirements and factor in possible organisational changes and changes of mindset when listing and which investors assess in the share price.
Depending on a company's situation and objectives, the design of its MaB listing operation will differ. Obviously, admission to the market via a listing, i.e. without a prior share sale, is different to a capital increase or an IPO (initial public offering).
When submitting the admission request, a company must include all documentation confirming it meets the listing requirements. It must also present the Document for Admission to the Market or, if applicable, the Prospectus filed with the CNMV. Here MaB can help and make it much easier, as drafts can be submitted and communication with the company and its Registered Advisor is fluid and ongoing.
Once the request and definitive documentation have been received, MaB shall assess the requisites and publish, if applicable, authorisation to be admitted. From that moment, if a share increase or a share offering is planned, the marketing phase among investors may commence.
Once the capital increase or share offering has concluded and, if applicable, the necessary documentation has been submitted, MaB will announce the listing in its Listing Bulletin, the security will be allocated a trading code and will be included in the Book Entry Register.
At 12am on the appointed day, the opening bell will be rung to signal the start of trading of the company on MaB.
Companies wishing to list on the MaB must first appoint a Registered Advisor.
These are specialists who assess whether a company is apt or not to join the MaB and who assist the company and check that it is complying with all the admission requirements, in particular, helping prepare the Information Document for Admission to the MaB. Each company must appoint a Registered Advisor.
Companies wishing to list on MaB must appoint a Liquidity Provider. This entity may be an investment service company or a credit entity with whom the company has signed a liquidity contract.
The objective of liquidity contracts is to guarantee transactions are liquid, ensure sufficient trading frequency and reduce fluctuations in price which are not caused by market trends.
The liquidity provider will be totally independent to the company, and may not receive instructions regarding transactions to be carried out on the market.
The Liquidity Provider is obliged to maintain supply and demand positions for a minimum cash amount. These positions may not exceed a maximum price range and must be maintained during the trading session. The MaB will publish the activity regime for the Liquidity Provider for each security.
Companies listed on MaB must report, through their corresponding Registered Adviser, the following information to the market:
Relevant information and other information of interest to investors
Companies shall immediately report all information the knowledge of which may reasonably affect an investor in order to acquire or transfer securities or and, therefore, may considerably influence the quotation thereof.
Other information to be reported:
Dissemination of information:
MaB applies a fixed rate of €6,000 plus a variable rate of 0.05 per thousand on the market capitalisation of all securities to be admitted based on the opening price on the Market. Thereafter, the fixed annual maintenance fee is €6,000.
The company must also bear in mind the costs applied by the Registered Advisor and the Liquidity Provider. In both cases these are negotiable and shall depend on the specific agreements signed.
If a capital increase/share placement is carried out, the underwriter will charge a commission depending on the size of the issuance and its characteristics.
MaB has a free information service to help companies understand the admission procedure.
By email: firstname.lastname@example.org
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