WHY LIST ON CISX? Full Listing, Trading Facility with Electronic Settlement (CREST) and Technical Listings Flexibility : user friendly Listing Rules and Check Lists and ability to discuss potential derogations from Listing Rules Strategic Time Zone Premier Location Outside the EU: No EU Prospectus or Transparency Requirements or “maximum harmonisation” so changes to Listing Rules not approved by other States/Exchanges

WHY LIST ON CISX? Promotion (UK (FSA Designated Investment Exchange and HMRC Recognised Stock Exchange) and US (SEC Designated Offshore Securities Market and IRS Qualified Intermediary)) UK Tax: Qualifying Investments for PEP, ISA or SIPP UK Tax: No withholding for Eurobond No requirement to publish quarterly financial reports No restriction on payment of dividends (e.g. not out of accumulated income, realised and unrealised gains and losses) No Stamp duty – No VAT

WHY LIST ON CISX? Low Costs & Added Value Internationally recognised Exchange (IOSCO, International Capital Markets Services Association No restriction on domicile of incorporation of Company (jurisdiction recognised by CISX) Two stage admission: initial application with draft documentation and final application with executed documents: no requirement to file each draft for review

WHY LIST ON CISX? Timing: Comments within 2 days: speedy turnaround Daily meeting of Market Authority (not weekly) Benefit of small jurisdiction: internationally recognised exchange in small business community Publication of financial information

LISTING PROCESS CISX Sponsorship Listed Products Certain Principles/Conditions Application (routine or abridged procedures) Documentation Continuing Obligations

CISX AND SPONSORS Established October 1998 Company limited by guarantee Trading and listing facilities Members –States of Guernsey –Member Guarantors: Trading Members (Market Makers) and Listing Members (CISX Sponsors)

CISX AND SPONSORS Sponsors: Category 1 Sponsor (all types securities) or Category 2 Sponsor (investment funds) Qualification and eligibility criteria Importance of Sponsors: appointed for each listing Guide and advise Issuers on Listing Rules Responsibility to ensure conditions met, suitability of entity, contents listing particulars, represents at all times company

PRODUCT OVERVIEW Investment Funds - Structured Funds - Property Funds - Hedge Funds - Expert Funds - Master Feeder Fund - Qualifying Investor Funds Limited Partnerships & Private Equity Specialist Debt Securities - Eurobonds - Tier One Capital - Corporate Debt - Special Purpose Vehicles - Asset-Backed Securities - Collateralised Debt Obligations Trading Companies

CERTAIN PRINCIPLES/CONDITIONS OF LISTING ON CISX Securities in public hands (25% of securities) Adequate and open market for securities No restrictions on transfer or trade of securities (unless permitted by CISX) Securities free for lien Capitalisation of Company of at least £500,000 Power of directors to obtain information on beneficiaries

CERTAIN PRINCIPLES OF LISTING RULES Directors must have collective appropriate experience and experts in business Conflict disclosures / independence of directors Spread of risk for listed funds No change of investment policy of listed funds for 3 years Directors’ Responsibility statement for information contained in listing Document and that no other fact the omission of which would make statements misleading Necessity for verification notes

APPLICATION AND DOCUMENTATION Methods of listing –Introduction (admission of shares already issued and held by public ) –Offer for subscription (admission and offer to the public of new shares) –Offer for sale (admission and offer to the public of shares already issued) –Placing (admission of shares to be offered privately to selected persons)

APPLICATION AND DOCUMENTATION 2 stage process Initial application: filing of draft documentation – 48 hour review Final application: executed documentation filed Listing process with detailed checklist Listing particulars –New document complying with listing disclosure requirements –Existing document with wrapper

APPLICATION AND DOCUMENTATION Standard forms Listing sponsor prepares documents, makes application with CISX, ensures compliance with CISX Listing Rules Abridged procedures –Additional share class –Issue of shares of less than or equal to 10% of issued share capital

CONTINUING OBLIGATIONS Ongoing post admission obligations of Company Disclosure of information, notification of changes to securities Notification:Clearance: * Corporate Actions * Listing Document * AGM/EGM Resolutions * Articles of Association * Annual Reports * Directors * Financial Statements