ANNEX 9
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR ATTENTION. If you need any explanations
and / or clarifications on this Admission Document you should consult an independent financial adviser
who holds a license to provide investment advice by the SEC if you’re taking advice in Cyprus (or other
suitably qualified independent financial advisor if you’re outside Cyprus). Especially for some important
factors to be considered in relation to securities of the Company, refer to Chapter… - "Risk Factors".
ISSUER NAME
LOGO TYPO
APPLICATION FOR ADMISSION TO NON-REGULATED MARKET OF THE CSE [ΕMERGING
COMPANIES MARKET (E.C.M)]
METHOD .............................
Presentation of the Issuer Company
(ADMISSION DOCUMENT)
The Securities and Exchange Commission has not examined or approved the contents of this
Admission Document (for cases that do not require the publication of the Prospectus).
The Issuer undertakes full responsibility for the information contained in this Admission Document and
certifies that the information contained therein is consistent with the facts and contains no omission
likely to affect its contents. The Directors collectively and individually accept full responsibility for the
accuracy and correctness of the information and data contained in this Admission Document and ensure
that there are no other essential facts, the omission of which would make any statement contained in
this document misleading in any material respect.
Throughout the course of processing the application for admission to the CSE, Nominated Advisor/
Underwriter is (are)………… The Nominated Advisor is properly licensed by the CSE and its role is to
assist a non-regulated market Issuer to meet its obligations under the institutional framework governing
the operation and participation in an unregulated market, hence the Nominated Advisor is liable to the
Company and the Cyprus Stock Exchange.
WARNING: This document is NOT A PUBLIC OFFER and is not intended to raise capital. The
securities of the companies in the E.C.M are not listed in the regulated markets of the CSE. The
Admission Document applies to the unregulated Emerging Companies Market of the CSE which is
considered as Multilateral Trading Facility. The information that is published at the time of listing and
after is less than the information published in regulated markets. Potential investors should be aware of
the risks on investment in these companies and should decide to invest in them only after careful
consideration of this Admission Document and if possible independent financial advice should be taken.
This private placement is carried out only in Cyprus and is addressed only to persons who may lawfully
accept it. Specifically, and in compliance with relevant securities laws of the following countries, this
private placement is not addressed in any way or form (written or otherwise), directly or indirectly, to or
within the United States, Canada, Australia, South Africa or Japan or any other country ("the Excluded
Territories"), in which according to its laws, the conduct of this private placement or the mailing /
distribution of this Admission Document is illegal or violates any law, rule or regulation. For this reason,
it is prohibited to transmit, distribute, post or otherwise promote copies of this Admission Document and
any promotional and related to this private placement document or other material of any person to or
from the Excluded Countries and buy shares from persons of the Excluded Territories.
Copies of this Admission Document will be available free to the public during normal business hours at
the offices of the Company............................. .................................. for a period of one month from the
date of issue of the Admission Document.
dd/mm/yy
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A.
KEY SHARE CAPITAL INFORMATION
Authorized share capital (number of shares and €)
Issued share capital before the issue (number of shares and €)
Issue of new shares
Private Placement
IPO
Total new shares ¹
Bond Issue
Private Placement
IPO
Total Bonds
Sale of existing shares (if applicable)
Private Placement
IPO
Sale of Existing Bonds (if applicable)
Private Placement
IPO
Total Shares / Bonds after the issue
Nominal value of shares / Bonds
Offer Price to the public
Funds Raised
Market Capitalization
Dividend
1.
2.
3.
4.
5.
6.
7.
Shares are entitled to dividend from
the profit of the financial year YYYY
In case of issue of shares of different classes (common, preferred, etc.) relevant analysis
should be presented.
Reference to those persons who will receive shares / bonds of private placement and at what
price.
If the issuer will be listing any derivatives of shares such as warrants, share options, etc., to
include the main features (e.g. number / quantity, terms of the issue, allocation, total
percentage of the issued share capital of the issuer, etc.). Number of rights, convertible /
exchangeable bonds with rights, reference should be made to the conditions and methods of
conversion, exchange or subscription.
Reference to share option schemes.
Specify the dates of the initial public offering (if they are known)
In case of an initial public offering by selling existing shares / bonds, provide the names and
number of shares / bonds that will be provided by each major shareholder.
Information on how to allocate the Shares / Bonds in case of over-subscription.
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B.
COMPANY VALUATION
Disclose the issue price to the public and the methodology which was used to determine the issue
price.
Maximum Threshold
Minimum Threshold
ISSUER SIZES
Book value share 31/12/XX
Profit before taxation XXXX / share
Profit after tax XXXX/ share
Issue Price to Book value per share (P / BV)
Issue Price to earnings per share (P / E)
Estimated Range of Issue Price
Issue Price to the public
Comments:
C.
1.
The ratio P / E on a consolidated basis, for the year XXXX, has been calculated
the number of shares of the current capital issue.
including
2.
The book value of shares calculated using the number of shares as at XX / XX / XX adjusted
for the change of nominal value.
MEMBERS OF THE BOARD AND PROFESSIONAL ADVISERS
BOARD OF DIRECTORS (Please specify for Executive, Non Executive and Independent)
Name and address of the President and the members of the Board of Directors of the issuer.
PROFESSIONAL ADVISORS
SECRETARY
REGISTERED OFFICE
BANKERS
AUDITORS
ADVISORS OF THE ISSUE, UNDERWRITERS
NOMINATED ADVISOR
LEGAL ADVISERS
COMPANY DETAILS
Contact Address, Phone, Fax, Email Address, Website, Registration Number, Date of Establishment
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D.
KEY FINANCIAL STATEMENTS
(1) INCOME STATEMENT
(thousand €)
200X-2
200X-1
Turnover
Cost of Sales
Gross Profit
Other Income
Expenses
Profit from operations
Profit before taxation
Profit after tax
Earnings per share (cents)
Comments:
1. Reference to the significant fluctuations in financial figures from year to year with relevant
explanation.
2. If the half-yearly results of the issuer have been approved, to be included.
(2) BALANCE SHEET
(thousands €)
200X-2
200X-1
Non-current assets
Current assets:
• Stocks
• Debtors
• Cash at bank and in hand
Total Assets
Capital and reserves:
Share Capital
Reserves
Minority interest
Long-term liabilities
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Current liabilities
Total liabilities and shareholders' capital
Comments:
1. Reference to the significant fluctuations in financial figures from year to year, with relevant
explanation.
2. If the half-yearly results of the issuer have been approved, to be included.
(3) CASH FLOW
(thousands €)
200X-2
200X-1
Profit / (Loss) from operations before changes in working
capital
Net cash from / (used in) operations
Net cash from / (used in) investing activities
Net cash from / (used in) financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the year /
period
Cash and cash equivalents at the end of the year / period
Comments:
1. Reference to the significant fluctuations in financial figures from year to year, with relevant
explanation.
2. If the half-yearly results of the issuer have been approved, to be included.
E.
HISTORY AND BUSINESS OPERATIONS OF THE ISSUER
(1) HISTORY

Disclose the date of the establishment, objectives and any fluctuations, registration number,
date of conversion from private to public, date of incorporation and the length of operation of
the issuer (if not abstract).

If the issuer is a member of a group, give a brief description of the group and of the issuer’s
position within it

Reference to the tax regime of the company, the tax regime of the investor, the tax regime on
dividends in the case of Cypriot residents, non Cypriot residents, the capital gains tax from
the sale of securities listed at the CSE and the tax imposed on the sale of securities.
(2) ACTIVITIES/OPERATIONS

Give a detailed presentation of the current activity performed by the issuer and indicate the
principal activities of the company the last two years prior to application (if applicable).

Indicate the main conditions/terms of major contracts which are an important part of
company’s turnover.

Information on any legal or arbitration proceedings or interruptions in the issuer’s business
which may have, or have had, a significant effect on the issuer’s financial position in the
recent past.
(3) ANALYSIS OF TURNOVER
3.1 Categories of activities
By geographical market
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(4) BUSINESS RISKS
 Make extensive reference to the specific risk factors regarding the company and its business
activity in the industry.
 In addition to the above the issuer should enclose the following risks:
The issuer’s shares are not a suitable investment for all investors: Each potential investor should
assess the appropriateness of an investment in securities on a non regulated market known as the
E.C.M. of the CSE, taking into account their specific characteristics.
Specifically any potential investors should:
 Have the necessary knowledge and experience so as to be able to carry out a meaningful
evaluation and understanding of risks inherent in such an investment, in the context of his/her
economic situation, the investment in the shares of the company and the impact of such an
investment in his/her total portfolio.
 Have sufficient financial resources and liquidity in order to be able to bear all the risks of his
investment.
 Acknowledge that he may not be able to sell his shares for a long time or at all and
 Be able to evaluate (either himself or through financial advisers) possible scenarios regarding
the factors that may affect his investment like the wider economic environment, or other factors,
and his ability to take risks contained in his investment.
Changes in the stock price:
Stock Markets worldwide may be affected at any times to significant changes in terms of stock
prices and volume. The price of the issuer’s shares can fluctuate due to the aforementioned
changes and not because these changes are connected directly with the business and prospects
of the company. The general economic, political and stock market conditions, such as economic
recession, fluctuations in interest and exchange rates, may significantly affect the price and
demand for the shares of the company.
F.
CHANGES IN SHARE CAPITAL AND DISPERSION

G.
Refer to the amount of the authorised and issued share capital, the number and classes of
shares of which it is composed and their principal characteristics. If any part of the issued
capital is still to be paid up, the total nominal value and the type of shares not yet fully paid up,
where applicable, according to the extend to which they have been paid up (Indicate all types
of securities, the issuer issued or is obliged to issue).
MAJOR SHAREHOLDERS
BEFORE THE INCREASE
AFTER INCREASE
Total
Shareholder
Direct
Total
Indirect
Direct
Shares
Indirect
%
Shares
%
Shareholder A
Shareholder B
President of the Board
Members of the Board
(give names)
Managers/ Secretary
Personnel of the Isuuer
General Public
TOTAL
H.
GOALS/TARGETS - PROSPECTS - BUSINESS PLAN – FUND RAISING
(1) GOALS/TARGETS - PROSPECTS - BUSINESS PLAN
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Include investment business plan, analyzing the performance of the company for the next
three years on the investments expected to be carried out by the issuer and the timing,
indicating in particular, reports on market conditions and other factors, if any, where such
investment shall not be made immediately. The plan should include a detailed description of
the means it intends to use in order to achieve its development objectives. The plan should
explain in detail both short and long term objectives, strategy and prospects of the company
as well as the investment policy.
(2)
ANALYSIS OF FUNDS RAISED THROUGH PUBLIC REGISTRATION, IPO (if applicable)
Please specify the amount of funds raised and how they will be used.
I.
BOARD OF DIRECTORS - ORGANIZATIONAL STRUCTURE



J.
Make a presentation of the composition of the Board, a detailed biography of the directors and
their position in the organizational structure of the Company.
Description of all significant transactions made or agreed to be made between the issuer and
the members of the issuer’s administrative, management or supervisory bodies, or any
shareholder holding more than 5% of the issued capital or persons associated with them.
Total of all outstanding loans granted by the issuer to the members of the issuer’s Board, and
also of any guarantees provided by the issuer to the benefit of such persons.
FINANCIAL INFORMATION



Attach the financial statements of the Group and its subsidiaries for the last two years.
Give the net assets value of the issuer immediately before the listing year.
The financial statements of the issuer prepared in accordance with:
(i)
the Companies Act relating to the financial statements of companies or the corresponding
provisions of the law of the Member State in which the issuer is incorporated or in
accordance with the third state in which the issuer is incorporated, which shall be
equivalent respective of the Republic and in accordance with International Financial
Reporting Standards or other type set by a Council decision.
(ii) Audited by a recognized audit firm in accordance with International Standards on
Auditing.
(iii) Give a true and fair view of assets and liabilities, financial position and results of the
issuer, including its financial performance and cash flows.

Reference whether in the last auditor’s report there is any reservation or declaration of failure
to express opinion or substantial uncertainty or the attention of investors should be drawn
(Qualification on the auditors' report).
JA. FURTHER INFORMATION ON THE SHARES OF THE ISSUER
Refer to the following issues:




Any restrictions on the free transferability of securities.
The company has granted special rights to any shareholder; If so, please give substantial
agreements with the company’s board of directors or major shareholders and related parties to
these people.
The titles proposed for listing are fully paid.
Dividend policy of the issuing company.
JB. OTHER INFORMATION ABOUT THE ISSUER



Expected market capitalization.
Summary of key findings of the independent due diligence (in the case conducted such
controls).
Central Depository and Registry (whether the issuer is willing and able to deliver the Register in
the Central Depository and Registry and to fulfil any obligation).
JC. TERMS OF ISSUE OF BONDS (IF APPLICABLE)



Size of issue, face value and split
Registration and transfer
Status assurance of guarantee and priority ranking (subordination)
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










Claims dissolution
Deferred payment of interest
Interest paid (interest rate, interest payment date, the basis for calculating interest)
Alternative Payment interest satisfaction mechanism
Exchange of values, change the terms, redemption (redemption)
Failure to timely payment
Allocation of stock to non-residents of Cyprus (if applicable)
Trust document *
Notices and Announcements
Additional issues
Introduction to CSE trading / transfer of securities
* The trust document to be submitted to CSE
The CSE Council has the power to request additional information or details.
SIGNATURE
... ... ... ... ... ... ... ...
Nominated Advisor
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... .... ...........................
Underwriter
.. ... ... ... ... ... ... ... ... ... ... ... ..
President or Secretary
of the issuer
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