ANNEX 22Α
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR ATTENTION. If you need any explanations and / or any
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).
ISSUER NAME
LOGOTYPO
APPLICATION FOR ADMISSION OF MUNICIPALITY BONDS TO NON-REGULATED MARKET OF THE CSE
[ΕMERGING COMPANIES MARKET (E.C.M)]
METHOD ………………
Presentation of the Issuer
(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 omissions likely to affect its contents. The
Municipal Counsellors 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 the Nominated Advisor/ Underwriter is
……….…… 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 Issuer and the Cyprus Stock Exchange.
WARNING: This document is NOT A PUBLIC OFFER and is not intended to raise capital. The securities of the Issuers in
the E.C.M are not listed in the regulated market 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 those issuers and should decide to invest in them only after careful
consideration of this Admission Document and if possible take independent financial advice.
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, within or to 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 from any
person to or from the Excluded Countries and other market 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
issuer............................ .................................. for a period of one month from the date of issue of the Admission
Document.
dd/mm/yy
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A.
KEY INFORMATION OF THE ISSUE
Nominal Value of Bonds
Quantity of Bonds
Issue Date
Maturity Date
Interest
Coupon Payment Date
B.
ADVISORS
MUNICIPAL COUNCIL
Name and address of the Mayor and the Members of the Issuer
SECRETARY: .....................................................................
BANKERS:
.....................................................................
AUDITORS: .....................................................................
ADVISOR OF THE ISSUER, INVESTMENT FIRMS, UNDERWRITERS: .........................
LEGAL ADVISORS .....................................................................
ISSUER’S CONTACT DETAILS
Address, Telephone, Fax, Email, Website
C. BRIEF DESCRIPTION OF THE POWERS/ SERVICES OF THE MUNICIPALITY AND THE REVENUE RESOURCES
D.
GENERAL LISTING REQUIREMENTS
An issuer wishing to list its securities on any Stock Exchange market for the first time should give details of the
following general requirements:
Please state
YES or NO

It has the power to issue the specific securities in accordance
with its memorandum and articles of association or any other
document.

The listing concerns all the securities of the same category
issued or to be issued.

It proposes the listing of freely transferable securities.

If the issuer has securities listed on a foreign stock exchange,
it fully complies with the terms and conditions of this stock
exchange.

It is not bound against anyone in a manner which is
incompatible with the interests of the holders of its securities.

It ensures the equal treatment of the beneficiaries of the
securities of the same category.

It ensures that any future issue shall be offered initially to the
existing securities holders in proportion to the percentage that
each one of them holds in the issuer’s capital.

It proposes the listing of fully paid up securities.
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Issuer’s comments
(in case of failure to
fulfill a requirement)
2
Please state
YES or NO

It is ready and able to submit its Register over to the Central
Depository and Registry in electronic form in accordance with
the CSE specifications.

The Bonds are freely tradeable
Issuer’s comments
(in case of failure to
fulfill a requirement)
* Note.: The Council has the power to exempt the issuer from any of the general listing requirements, unless such
requirement is provided by law
E.
SPECIAL LISTING REQUIREMENTS
Please state
YES or NO
Issuer’s comments
(in case of failure
to
fulfill
a
requirement)
(a) It proposes for listing securities whose total value is greater
than €200.000,00.
Exemption may be given.
(b) If the bonds are converted or exchanged into shares or
options to acquire shares, the shares to which they refer
should be listed on the Stock Exchange or a recognized
stock exchange.
Exemption may be given.
(c) Appoints a competent person as a trustee for the protection
of the interests and rights of the holders of bonds.
(d) It has drawn and published a document* binding by law
which provides that it is not possible to be amended unless
the consent of the beneficiaries of 75% of total bonds is
given and which the following is regulated or referred:
1.
The rights and obligations of the issuer against the
beneficiaries or representatives or trustees of the
beneficiaries.
2.
The relation between the rights of the beneficiaries
and the rights of the beneficiaries of other securities
and bonds of the same issuer or other issuer on which
the issuer or its capital depends.
3.
The reserves, the repayment procedure or other
provisions relating to the amortization of the debt.
4.
In the case of bonds whose repayment or partial
repayment is guaranteed by a third party, a copy of the
decision or the document providing such guarantee.
5.
The name or names of the representatives or trustee
for the representation and protection of the interests of
the beneficiaries and the terms of his replacement and
his responsibilities.
* Please submit the binding document to the CSE
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F.
RISKS – ADEQUATE QUARANTEES
 The Bonds of Local Authority Organization seeking to be listed, should provide adequate guarantees for the
protection of investors (the Council with the agreement of SEC may exempt an issuer from the related article
of the Law).
 In addition to the above the issuer should enclose the following:
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 the 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 issuer. 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 issuer.
G.
GOALS/TARGETS - PROSPECTS - FUND RAISING
(1) GOALS/TARGETS – PROSPECTS
Include investment business plan, analyzing the performance of the issuer for the next years on the
investments expected to be carried out by the issuer and the timing. The plan should include a detailed
description of the means the issuer intends to use in order to achieve its development objectives.
(2) ANALYSIS OF FUNDS RAISED
Please specify the amount of funds raised and how they will be used
...............................................................................................................................................................................
...............................................................................................................................................................................
H.
TERMS OF ISSUE OF CORPORATE BONDS
 Size of issue, nominal value and split
 Registration and transfer
 Status of seniority (Subordination)
 Claims in case of winding up
 Deferred payment of interest
 Payment of interest (interest rate, date of interests payment, interest calculation basis)
 Alternative interest payment mechanism
 Exchange with secondary capital securities, change in terms, redemption
 Untimely payment
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 Allocation of securities to non-permanent residents of Cyprus (if applicable)
 Trust Document
 Notices and announcements
 Additional issues
 Listing to the CSE and trading/transfer of titles
The CSE Council has the power to request additional information or details.
SIGNATURE
………………………….
.....................................
……………………………..
Nominated Advisor
Underwriter
Authorised person on behalf of the
Municipal Council
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