1. What is the Alternative Fixed-Income Market (MARF)?
The Alternative Fixed-Income Market (“MARF”) is an
unregulated multilateral trading facility established in accordance with
articles 118 and 126 of the Securities Market Law, by resolution of the
Board of Directors of AIAF Fixed-Income Market, S.A. (“AIAF”),
dated 7 May 2013.
AIAF is the governing body of the MARF, responsible for its
organisation and internal operation.
The MARF is aimed at creating an alternative corporate financial
channel by issuing debt fixed-income securities for institutional
investors. The issuers will benefit from faster access to the market and
greater simplicity regarding compliance with the reporting obligations
of a typical securities market. This flexibility is intended to result
in lower costs and a simplification of the process to make it easier to
obtain financing for medium-sized companies, among others.
This initiative is supported by the Spanish government which has
enacted certain legislative reforms to promote this means of raising
corporate finance, in particular:
(A) The non-application of the limit established in article 405 of the
Companies Law to the total amount of the issuing of bonds and other
securities that create or recognize debt by the company itself (paid-in
capital plus reserves) for the placement of issuances that comply with
any of the following requirements (essentially, those addressed to
institutional investors):
(i) To be exclusively addressed to qualified investors or to those who
acquire securities valued at a minimum of EUR 100,000.
(ii) For issuances with a nominal value of at least EUR 100,000.
(B) The issuances of bonds or other securities that create or
recognize debt that will be admitted to trading on a multilateral
trading facility (such as the MARF) need not be granted through a
notarial deed, be registered with the Commercial Registry or be
published in the Official Gazette of the Commercial Registry.
(C) For securities and rights traded in the MARF to be considered
eligible financial instruments for (i) the coverage of technical
provisions of insurance companies and (ii) investments made by pension
funds.
On 23 October 2013 AIAF announced the authorisation of the
registration and enrollment of the first Members and Registered Advisors.
This authorisation is a major milestone for the operation of the MARF
given that (i) the MARF Members are those who can participate in the
running of the market, and the buying, selling and settling of
securities, and (ii) all companies that list their securities on the
MARF must have a Registered Adviser to advise them in the listing
process on the MARF.
2. WHICH SECURITIES CAN BE TRADED ON THE MARF?
The following securities may be traded on the MARF:
(A) Fixed-income securities, such as promissory notes, bonds or other
securities that create or recognize debt.
(B) Securities that grant the right to acquire shares or equivalent
securities to shares, by conversion or by the exercise of the rights
that grant such securities, provided that they are issued by the issuer
of the underlying shares or by an entity of the group of the issuer.
(C) Other trading securities based on the fixed-income securities
referred to in paragraph (A) above, such as asset-backed securities.
(D) Units of collective investment schemes which investment policies
include investment in securities issued by the companies that are listed
on the MARF.
The issuance of the securities to be admitted to the MARF should be
exclusively addressed to qualified investors, be an issuance with a
nominal value of at least EUR 100,000 and be a security that is not
admitted to trading in any of the markets operated by companies
belonging to the group BME (Bolsas y Mercados Españoles).
The securities should be issued in book-entry form and registered
with Iberclear.
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3. WHAT ARE THE REQUIREMENTS FOR iNclusion IN THE MARF?
Both the issuing entities and the MARF Members may request the
inclusion of trading securities.
Issuing entities should appoint a Registered Adviser. The Registered
Adviser, equivalent to the adviser created for the Alternative Stock
Market (Mercado Alternativo Bursátil), is an independent expert
who will act as an intermediary between the issuing entities and the
MARF. The advisor will collaborate with the issuer and advise it on the
inclusion of the securities in the MARF, the compliance with its
obligations and duties related to this inclusion and the drafting and
submitting of the required financial and business information.
The process of the first inclusion of securities in the MARF starts
by submitting a written application to the MARF which must be
accompanied by the following documents:
(A) A certification of the incorporation of the issuing entity and a
certificate of its registration with the Commercial Registry and, if
applicable, a certification of its articles of association.
(B) A certification of the agreements for issuance and its inclusion
in the MARF.
(C) Valid powers of attorney for the parties signing all the required
documents.
(D) If applicable, a guarantee document.
(E) A report on credit and risk assessment concerning solvency for the
issuance or a solvency report issued by a registered entity and
certified by ESMA.
(F) The annual accounts and, where appropriate, the consolidated
accounts of the last two years together with the corresponding audit
report, with a certification of the filing of the accounts with the
Commercial Registry. The accounts must include an auditors’ opinion.
(G) When required by the MARF, a report assessing the initial issuance
and the included securities, regarding price, return or interest rate.
(H) The applicable regulations exempt securities listed on the MARF
from the requirement of issuing a prospectus. Nevertheless, a “listing
information document” should be drafted containing basic information
regarding the issuer and the securities to be listed on the MARF.
Finally, when so required by the characteristics of issuers or the
included securities, the MARF may require the implementation of measures
to promote the liquidity of securities (such as having a liquidity
provider).
4. WHAT reporting obligationS DO issuers ASSUME?
After listing, issuers undertake to provide specific information to
the MARF. In order to ensure transparency and market flexibility, a
balance between the principles of simplicity and completeness of the
information has been sought. The information to be provided by issuers
includes:
(A) If applicable, a periodic assessment of the securities and the
issuances in which they are included.
(B) The modification or variation of the terms and conditions of the
securities. For these purposes, the following will be understood as
modification or variation, among others: (i) changes in interest rates,
(ii) nominal reductions, (iii) the redemption of securities, (iv) the
enforcement of early payments or (v) market foreclosure.
(C) The audited annual accounts for public viewing, as well as the
corresponding management report as soon as they are available and no
later than the date of the calling of the general meeting or assembly in
which the accounts are to be approved.
(D) The same relevant information as that to be provided to the
Spanish National Securities Market Commission (Comisión Nacional del
Mercado de Valores), so long as the issuer is obliged to do so
under the general legislation regulating the securities markets. In
addition, the issuer will make available to the MARF all relevant
information according to the legal nature of the entity and the
acquisition and loss of a significant interest. Among other cases, the
modification of the legal nature of the issuer, its articles of
association or equity financial structure, the calling of a general
shareholders meeting or the agreement to request market foreclosure will
be considered relevant information.
All relevant information about listed securities and issuers will be
held in the corresponding public registry of the MARF and will also be
published on its website.
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1.
What is the Alternative Fixed-Income Market (MARF)?