1. PROSPECTS – EDUCATIONAL CLINIC MALTA
In collaboration with DEMETRA CORPORATE ADVISORS
Friday, 10 June 2016

2. WHAT IS PROSPECTS?
Prospects is a Multilateral Trading Facility (MTF) operated by the MSE which is a new market intended to facilitate access to capital for SMEs and Start-ups

3. Key Features :
MTF Structure
Admission granted by MSE
MiFID Compliant
No minimum IPO size
Flexibility of issues shares or bonds
Not pass-portable
Require s a Corporate Advisor
Requires a Business Plan

4. THE RULES
The Rules provide for the creation of structures that will ensure a stable future for admitted companies
The Rules provide for succession and continued growth and governance and corporate structure that create and effective management environment
The Rules provide standardisation of Application and Disclosure Documentation

5. THE RULES Interpretation General Corporate Advisors Companies
Obligations of Securities’ Holders in Equity Securities
Circulars
Takeovers
Appendices (Templates)

6. THE RULES Chapter 2 – General : Prospects & Rules
Applicability – Applicant Companies will be ineligible if they satisfy the requirements of the Listing Rules (Prospectus Directive)
Retention of Documentation
Prospects Committee
Discipline & Sanctions – disclosure, fines, suspension, cancellation of Admission

7. THE RULES Chapter 2 – General : Continuing application of the Rules
Fees – Appendix 2.1
Risk Factors & Disclaimers
Advertisements

8. THE RULES
Chapter 3 – Corporate Advisors :
An applicant company is required to appoint and retain a Corporate Advisor to gain and maintain admission to Prospects
Approved by the Prospects Admissions Committee within one (1) week of end of Notification Period (2 weeks from receipt of all relevant application documents)
Admission as Corporate Advisor effective as from date of issue of relevant Prospects Notice

9. THE RULES Minimum Admission Requirements :
Be either an individual or a legal person established in Malta or any recognised jurisdiction
Employ, directly contract or in-source at least two designated qualified persons who shall demonstrate proven experience in corporate finance, corporate governance, accounting and management consultancy

10. THE RULES Be independent and impartial from client companies
A Corporate Advisor shall :
Be independent and impartial from client companies
Have in place procedures to prevent and detect conflicts of interest
Assess the on-going appropriateness of an applicant company to be admitted and remain admitted
Ensure disclosure of all material information related to a company at admission and on an on-going basis
Objectively assess whether it has the capacity to prove the necessary advice, guidance and training to its clients at admission and on an on-going basis

11. THE RULES A Corporate Advisor shall :
Manage and co-ordinate other advisors at admission and on an on-going basis
Present relevant information in a consistent, complete and accurate manner
Deal with the Exchange professionally and promptly

12. THE RULES
In addition to the general responsibilities described, before signing and submitting an application for admission, a Corporate Advisor shall:
Ensure that the Directors of the applicant company can be relied upon to prepare and publish all relevant information
Have explained to the Directors the nature of their responsibilities and obligations
Have obtained confirmation from the Directors that the company has established provides enabling them to make complete and accurate disclosures as required by the Rules
Complete all admission documents as required under these Rules

13. THE RULES Continuing Obligations:
Promptly advise the MSE of any material change that may impact its ability to comply with its responsibilities
Continually assess whether it retains the capacity to meet its responsibilities
Maintain a services agreement with each client company for the period during which it serves as Corporate Advisor (Appendix 4.17)
Independently advise, support and update each client on its continuing obligations under these Rules

14. The path to Investor Protection:
THE RULES
Issuer
Corporate Advisor
Reporting Accountant
Lawyer
Specialist (?)
The path to Investor Protection:
The CA :
Lead Advisor for Admission
Retained post-admission
Co-ordinates other advisors
Specialised skills are essential for investor protection – may be in-house or outsourced

15. THE RULES Application Process :
Formal Application for Admission – Appendix 3.1
Check List - cross-referencing to Rules and Documents Required
Prospects Committee will meet with Applicant – where appropriate will meet with members of the corporate advisory team leading on legal and accounting matters

16. THE RULES Chapter 4 – Companies : Eligible securities : Equity, or
Corporate Bonds (including callable bonds)
Companies may come to market without having an IPO

17. THE RULES An applicant company must : Be an SME or start-up
Have issued and fully paid up share capital of Euro 46,588
Ensure that its M & A or equivalent constitution document satisfies the relevant requirements as outlined in Rule
Upon reasonable assumptions at the date of application be expected to be financially solvent for at least 12 months from the time of admission
Appoint and retain a Corporate Advisor
Provide complete and accurate information during admission process and on an on-going basis
Maintain a website containing at least the same company specific information required to be disclosed under the Rules

18. THE RULES Other Rules relate to : Corporate Governance
Related party transactions
Lock-in of Substantial Shareholders
Dealing restrictions
Continuing Obligations
Voluntary suspension or termination
Property Companies

19. THE RULES Chapter 6 – Circulars :
Circulars which must be approved by the MSE shall be issued by the Issuer in respect of amongst others :
Allotment of securities and increase in share capital
Capitalisation, bonus, scrip dividend
Redemption of debt securities
Amendments to M & A
Related party transactions
Share schemes

20. THE RULES
Prospects securities will be available for trading on the MSE’s secondary market in accordance with the MSE’s Trading Rules as contained in Chapter 4 and Appendices of its Bye-laws
Prospects Securities held within the MSE’s CSD will be cleared, settled and registered in accordance with the relevant procedures as set out in Chapters 6 and 7 and Appendices of the MSE’s Bye-laws

21. THE RULES Admission time-frames :
One month prior to submitting application, MSE to be notified of such application
Approval by Prospects Committee within 10 days of fully compliant application
Admission becomes effective upon issue of relevant Prospects Notice

22. THE RULES
Appendix 4.1 – Documentation required with application for Admission
Appendix 4.2 – Formal Application for Admission of Financial Instruments to Prospects
Appendix 4.5 – Company Admission Document Template
Appendix 4.6 – Accountant’s Report Template
Appendix 4.7 – Financial Sustainability Forecasts
Appendix Fees