cross - border ipos through cyprus - pwc · public corporate body and is the competent authority...

Cross - border IPOsthrough Cyprus

www.pwc.com/cy

A passage to Europe’s capital markets

Foreword 4

Entering the European securities markets

6

Regulation 8

Cyprus as an international financial centre

10

Taxation 12

Auditing and accounting 16

PwC services in Cyprus 18

PwC offices in Cyprus 20

4 PwC Cyprus

Foreword

Cross - border IPOs through Cyprus 5

The choice of an appropriate financial centre to host the holding company in the context of an international IPO is becoming increasingly important. Both issuers and investors are interested in a jurisdiction that combines tax efficiency with an attractive legal environment.

Cyprus, as a long established, reputable international financial centre, is ideally suited for locating investment holding companies. It has gained this enviable position through its favourable tax regime and its excellent infrastructure facilities and services. On the taxation side, it offers a combination of low corporation tax together with a wide network of double tax treaties. This helps to maximise after tax returns to investors. At the same time, the UK-based legal environment complemented by EU-harmonised capital markets legislation, provides clarity and flexibility to issuers along with a high level of protection to investors.

The result is a well established track record of Cyprus in successful international IPOs including the London, Warsaw, Dublin and Oslo Stock Exchanges. Some examples of international IPOs through Cyprus can be found in the leaflet inside the back cover pocket.

At PwC Cyprus we are continuously developing new service offerings to address the new opportunities and challenges facing our clients. In the operation of the world’s capital markets we help our clients solve complex business problems while we take pride in our quality services which help to improve transparency, trust and confidence. We share our knowledge and experience with our clients, we listen to them and help them create the value they are looking for.

Evgenios EvgeniouManaging PartnerPwC Cyprus

October 2011

6 PwC Cyprus

Entering the Europeansecurities markets


There are many reasons why accessing the European securities markets is becoming increasingly attractive. Other than providing liquidity and access to a diverse pool of investors, European listings provide companies with the appropriate status for further European and international expansion.

Choice of stock exchange:The two main types of European capital markets are EU-regulated markets and exchange-regulated markets.

EU-regulated markets:

• Governed by more demanding requirements relating to the listing of newly floated shares and the rules needed to be followed by listed companies.

• Provide European passport when offering securities in more than one EU Member State.

Exchange-regulated markets:

• Developed by a number of EU countries in an effort to provide a more flexible regulatory framework for the financing needs of small and emerging companies.

• Listing and on-going requirements for listed companies are much more lenient than requirements in EU-regulated markets, allowing companies with limited capital to list their shares in internationally accredited markets.

8 PwC Cyprus

Regulation

European single passport

Prospectus Directive

Shareholders’ rights


Integration of Europe’s capital markets

The Prospectus Directive (Directive, 2010/73/EU) that came into effect in November 2010, amending Directives 2003/71/EC and 2004/109/EC, has been implemented in Member States. It harmonises requirements for the drawing up, approval and distribution of the prospectus to be published:

• when securities are offered to the pub-lic in a Member State, or

• when securities are admitted to trading on a regulated market situated or oper-ating within a Member State.

Cyprus harmonised the local legislative framework in line with the Prospectus Directive.

Single passport

An important outcome of the Prospectus Directive is the provision to issuers with a single European passport of prospectuses. The practical implication is that the approval of a prospectus by the authorities of any Member State allows the issuer to raise capital on a pan-European basis.

As a result, for companies registered in Cyprus that wish to conduct a public offer in another EU Member State or have their shares admitted to trading on any EU regulated market, the relevant prospectus must normally be approved either by the Cyprus Securities and Exchange Commission (“CySEC”) or the competent authority of the EU Member State.

The Cypriot legislation on prospectuses is harmonized to the Prospectus Directive and allows in some cases for the prospectus to be prepared in any language chosen by the issuer that is customary in international finance.

Once the prospectus has been approved, the authority responsible for the approval of the prospectus will notify the issuer and the authority in the Member State. This allows the prospectus to be used in other EU Member States without the need for further administrative procedures.

Shareholders’ rights

In order to facilitate the cross-border exercise of shareholders’ rights, the EU Commission launched two consultations, inviting comments on possible EU minimum standards. In January 2006 the Commission published a proposal, which was formally adopted in June 2007 for a Directive on the exercise of voting rights in companies that trade on a regulated market (Directive 2007/14/EC). Among the objectives identified are the removal of legal obstacles to electronic participation in meetings and the facilitation of voting rights by proxy. This was transposed into Cyprus Law by the Transparency Requirements (Securities Admitted to Trading on a Regulated Market) Laws of 2007 and 2009.

The Cyprus Securities and Exchange Commission The Cyprus Securities and Exchange Commission (CySEC) is established as a public corporate body and is the competent authority for approving prospectuses in Cyprus. It is a member of the Committee of European Securities Regulators (CESR) whereby CySEC officials liaise with their counterparts from other EU Members to enhance consistent supervision and enforcement of the Single Market for financial services. Since the implementation of the Prospectus Directive, CySEC has granted “single passport” approval to a number of prospectuses.

10 PwC Cyprus

Cyprus as an international financial centre

Successful financial centre

Leading jurisdiction for investments into Russia and CEE

Stable economic environment


Political and legal environmentCyprus, under its Constitution, is an independent and sovereign republic with a presidential system of government.

The Cyprus legal system has been structured on its English counterpart and is based on Common law. Cyprus company law and all statutes regulating business matters and procedures are based essentially on English law. As such, English case-law is closely followed and UK court decisions are often used as precedent for Cyprus court decisions.

There are swift processes for registering a company in Cyprus. The responsibility for approving company registration rests with the Registrar of Companies.

Cyprus and the EUAs from 1 May 2004 Cyprus is a member of the European Union. The accession of Cyprus in the EU and the adoption of the acquis communautaire have given rise to new challenges and opportunities in the business world in Cyprus.

As from 1 January 2008 Cyprus has adopted the Euro as its official currency.Cypriots enjoy a high standard of living. As an example, the majority of homes are owner occupied and there are no records of homelessness. The crime rate is low on the island, making Cyprus an ideal location to visit and live.

The services sector in CyprusThe services sector has become increasingly important as indicated by its almost 70% contribution to Gross Domestic Product (GDP) and its share in employment. Services include tourism, banking, accounting, legal, medical, telecommunications and human capital. The size and rate of growth of this sector, which has been the fastest in recent years, has led some observers to call Cyprus a “service economy”.

Cyprus has always been an ideal location for investment holding companies and in light of the 2003 tax reform and Cyprus’ accession to the EU in 2004, the island’s attractiveness as an International Financial Centre has become more prominent in comparison to other jurisdictions around the world

Foreign investmentCyprus is an attractive place for investment.The strategic location of the island, the tax regime, its excellent climate, the well developed infrastructure and the multilingual and highly skilled human capital are some of the advantages Cyprus has to offer.

Investment from European Union countriesAs a result of the entry of Cyprus into the European Union, all restrictions as regards the acquisition of shares in a company registered in Cyprus by investors from the European Union have been abolished.

Investment from non-European Union countriesAs a consequence of the Government’s general policy of non-intervention in business operations launched in October 2004, restrictions were abolished on the acquisition of shares in a company registered in Cyprus by investors from countries outside the European Union.

Investments in other European countries Traditionally Cyprus was and continuous to be a leading investor into Russia, Ukraine and other European countries.

12 PwC Cyprus

Taxation

Capital gains and dividend income tax exempt

Lowest income tax rate in the EU; complying with the EU and OECD requirements

Maximisation of after tax return; attractive investment vehicle for both inbound and outbount EU investors


Offering the lowest tax rate in the EU while fully complying with the EU requirements as well as OECD requirements against harmful tax practice has made Cyprus an ideal holding company location for investors from various markets

Tax costs play a significant role in investment decisions. Investors are looking for investment structures that maximize their after tax return on investment and therefore prefer investment structures which bear the least tax expense. As such, a Cyprus investment vehicle can in many cases eliminate or reduce withholding taxes under double tax treaties or under EU directives. The income can then be repatriated in any form the investor wishes without incurring Cyprus withholding tax.

Main features of the Cyprus tax systemA tax reform that became effective on 1 January 2003 provides for:

• Uniform tax rate – No discrimination • Lifting of exchange controls • Freedom for all EU enterprises to do

business in Cyprus

The main benefits of the tax system include:

• Income tax rate of 10% for all corporations – The lowest income tax rate in the EU

• No withholding taxes on payments of dividends, interest, and in most cases on royalties paid to non residents

• Gains on disposal of qualifying securities are unconditionally exempt from income tax, whereby securities are defined as Shares, Bonds, Debentures, Founder shares and other securities of companies or other legal persons, incorporated in Cyprus or abroad and options thereon. A circular has been issued by the Tax Authorities in 2008 further clarifying what is included in the term Securities. According to the circular the term includes, among other, options on Securities, short positions on Securities, futures/forwards on Securities, swaps on Securities, depositary receipts on Securities (ADRs, GDRs), rights of claim on bonds and debentures (rights on interest of these instruments are not included), index participations only if

they result on Securities, repurchase agreements or Repos on Securities, units in open-end or close end collective investment schemes. The circular also clarifies specific types of participation in foreign entities which are considered as Securities. In cases where it is not certain whether a specific financial instrument falls under any of the categories included in the circular, a request for a ruling may be submitted to the Commissioner of Income Tax

• Dividends / profits from foreign permanent establishment (PE) exempt from tax (minor limitations)

• No thin capitalisation rules • No Controlled Foreign Companies

(CFC) rules • No exit costs • Extensive treaty network • Access to EU directives • Advance ruling provided by Inland

Revenue authorities • Lowest VAT rate in EU (15% standard

rate)

Dividends received from participation in companies are unconditionally exempt from Income tax. These dividends are also exempt from Special Contribution for Defence (at 17%) provided that either:

• The paying company is directly or indirectly engaged, at least at 50%, in activities which result in income of an active nature (non investment income) or

• The paying company is subject to tax at a rate of tax which is not substantially lower than the Cyprus rate (in practice this is regarded to be a rate less than 5%).

Exemption conditions are easily met as there is no holding period, percentage holding or minimum investment requirements.

The practical effect of the above participation exemption is that where trading profits are earned at any level down a structure chain and these are pushed up as dividends to the Cypriot holding company, the exemption will always hold.

Additionally, a private fund could consider being set up under the International Collective Investment Schemes Law (ICIS’s). ICIS’s are taxed under the normal tax regime in Cyprus.

Income received by a Cyprus company from abroad may have been liable to tax in the country of origin. If this income is liable to tax in Cyprus, the tax paid abroad can be credited against the tax payable in Cyprus either through the provisions of a double tax treaty or unilaterally through the provision of the income tax legislation.

14 PwC Cyprus

Setting up a Cypriot investment holding company

The dividend and profit on securities exemption, the tax free exit available under the Cypriot tax regime and the highly competitive setup and maintenance costs of running a Cyprus structure, in comparison with other EU jurisdictions, make the Cypriot holding company one of the most attractive investment vehicles in the EU

The tax legislation has reorganisation provisions which allow the tax efficient restructuring of a group, prior to an IPO, without any tax exposures in Cyprus. In addition, the conversion of a “Cyprus Private Limited Company” into a “Cyprus Public Limited Company” can be done through a simple filing procedure prior to listing.

Cyprus is most commonly used as a top holding company or an intermediate holding company jurisdiction and is of particular interest in the following circumstances:

• For international or domestic groups investing outside Cyprus and receiving dividends from such investments, since such dividend will in most cases be tax exempt in Cyprus;

• To hold subsidiaries that have potential for significant capital appreciation and that may be sold in the future as such disposals are not taxable in Cyprus;

• To benefit from the favourable withholding tax provisions of the Cyprus double tax treaties network and the EU Parent-Subsidiary (for payment of dividends) and the EU Interest and Royalties Directive (for payments of interest and royalties) made to the Cyprus Company;

• Where a jurisdiction is required that does not have tax inefficient controlled foreign companies provisions in its tax legislation;

• Where it may be important to unwind the holding company structure at some stage in the future in a tax free manner (unconditional exception on profit on disposal of shares, dividends exempt from taxation subject to easily met conditions, no taxes on liquidation or capital reduction to non Cyprus resident shareholders)

• To avail of the easy exit strategy under Cyprus law which allows payment to non residents of dividend, interest and most royalties without payment of withholding tax;

• To host any fund or investment vehicle, as there is no tax on transactions in securities as defined, even if this is the trading activity of the entity;

• To locate a finance company, whereby the Cyprus Company extends loans to other group companies with minimum tax leakage. This is because of the low tax rate of 10% and due to the fact that thin financing spreads are acceptable;

• To hold intellectual property and license such property to third parties and other group companies;

Cyprus Tax Residency In accordance with Cyprus Income tax laws, a company is tax resident in Cyprus if its management and control is exercised in the Republic of Cyprus. There is no definition in the Cyprus Income tax laws as to what constitutes management and control. It is understood that the definition per the OECD model convention in relation to “place of effective management” is the one to be followed by the Cyprus tax authorities. Therefore, as a minimum, Board of Directors meetings should take place in Cyprus for the management and control to be exercised in Cyprus.


Cyprus re-domiciliation of companies

The new law on this subject opens new dimensions to the international investors and traders as non Cyprus companies can now be re – domiciled in Cyprus and be benefited from the various provisions of the Cyprus legislation. It also provides for Cyprus registered companies to be re – domiciled abroad.

At the same time the companies will not lose their previous records, investments, trading history and connections.

16 PwC Cyprus

Auditing and accounting

International Standards on Auditing are the applicable auditing standards

ISA have been the applicable auditing standards in Cyprus for over three decades and there is substantial local expertise in the area

IFRS are the Generally Accepted Accounting Standards in Cyprus


All Cyprus registered entities, except as permitted by the Cyprus Companies’ Law as explained below, are required to prepare consolidated financial statements taking into consideration all subsidiaries in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union.

The Cyprus Companies’ Law Cap 113, provides exemption from consolidation for non-public small sized groups and for groups whose parent or ultimate parent entity prepares consolidated financial statements in accordance with Generally Accepted Accounting Principles which are accepted by recognised Stock Exchange authorities of countries which are members of the International Organisation of Securities Commission (IOSCO).

Our IFRS pocket guide publication, which can be found in www.pwc.com/ifrs, provides a summary of the recognition and measurement requirements of International Financial Reporting Standards issued up to August 2010. It does not address most disclosure requirements. Detailed guidance on disclosure requirements can be found in the PwC publication IFRS Disclosure Checklist 2010. Other PwC IFRS publications can also be found in www.pwc.com/ifrs.

Auditors apply International Standards on Auditing (ISAs) in carrying audits of financial statements. On capital markets assurance works, UK statements for investment reporting can be used.

IFRS have been the Generally Accepted Accounting Standards (GAAP) in Cyprus for over three decades and there is substantial local expertise in the area.

The recent developments requiring all public listed European entities to prepare their financial statements in accordance with IFRS give great competitive advantage to Cyprus registered entities since:

• Cyprus holding companies can list their shares in any European stock exchange without any conversion work which is usually costly and cre-ates delays.

• Cyprus subsidiaries of listed entities are not required to keep two sets of records (one in local GAAP and one in IFRS).

Our ‘IFRS pocket guide 2010’ , which can be found at www.pwc.com/ifrs provides a summary of the recognition and measurement requirements of International Financial Reporting Standards published up to August 2010. It is intended to be used as an ‘at-a-glance’ guide. It does not address most disclosure requirements. Detailed guidance on disclosure requirements can be found in the IFRS disclosure checklist 2010. Other PwC IFRS publications can also be found at www.pwc.com/ifrs.

Auditors apply International Standards on Auditing (ISAs) in carrying audits of financial statements. On capital markets assurance work, UK statements for investment reporting can be used.

18 PwC Cyprus

PwC services in Cyprus

Contacts

Nicos Theodoulou Partner Capital Markets [email protected]

Nicos Chimarides Partner In charge of Direct Tax Services [email protected]


Assurance & Advisory ServicesOur Financial Assurance services comprise of statutory and regulatory audit services, which include evaluation of information systems, advisory services for capital market transactions, accounting and regulatory issues for all types of businesses through specialist industry divisions:

Financial Services (FS), Consumer and Industrial Products and Services (CIPS) and Technology, Information, Communications, Entertainment and Media (TICE).

Our Risk Assurance Consulting (RAC) offers expertise on internal audit services, internal controls optimisation, corporate governance and reporting, as well as assurance and advisory services related to security and controls of information technology systems including Enterprise Resource Planning (ERP) systems (e.g. SAP, Oracle, Navision), Project Implementation Assurance (PIA), Computer Assisted Audit Techniques (CAATs), Spreadsheet Integrity and IT Risk Diagnostic and Benchmarking. A particular focus of the team is in supporting the financial services industry on matters related to regulatory compliance, licensing and risk management.

Our Performance Improvement Consulting (PIC) is offering specialist advisory services on strategy and operational effectiveness, process improvement, cost reduction, people and change and sustainability issues.

Our Deals & Corporate Finance (DCF) provides consulting on M&A’s, valuations, feasibility studies, transactions support and crisis management.

Tax and Legal ServicesOur PwC network’s tax and legal services include Global Compliance Services, Direct and Indirect Tax Services, Services to Small and Medium Enterprises and Legal Services.

Global Compliance ServicesComprising the whole spectrum of company administration and corporate statutory compliance services, bookkeeping, accounting and payroll services as well as specialised services such as private client services, advice on establishment and administration of local and international business companies, collective investment schemes, UCITS, investment firms and trusts.

Direct tax services Corporate: Advisory Services for tax planning, international tax structuring, mergers and buyouts and other business issues, tax returns administration, agreement with Tax Authorities and obtaining tax rulings.

Personal: Tax planning, completion submission and agreement of tax returns, tax services to expatriates, pensioners and other non-Cypriot individuals.

Indirect Tax Services VAT: Advisory services for VAT, VAT recovery and VAT minimisation and tax compliance (administration of VAT returns, communication with VAT authorities, agreement of disputed assessments, etc).

Services to Small and Medium Enterprises (SME)The Services to Small and Medium Enterprises are addressed to individuals, small and medium - sized enterprises with local activity and cover the whole spectrum of accounting, tax, VAT, family business and financial structuring and statutory compliance services.

Legal ServicesThe legal firm, full member of the PwC network, offers legal services that cover the whole spectrum of corporate and business law, including advising and representing clients in M & A transactions, re-organizations, European Union law and Competition law, setting up and regulating private companies, setting up joint ventures and other forms of businesses and carrying out legal due diligence.

We are striving to offer our clients the value they are looking for, value that is based on the knowledge that our teams draw from 161.000 experts in 154 countries and based on experience adapted to local needs. PwC Cyprus focuses on two main areas: Assurance & Advisory Services and Tax and Legal Services. We work closely with our clients. We ask questions. We listen. We learn what they want to do, where they want to go. From all our international knowledge we share with them the piece that is more suitable for them and thus we support them on how to achieve their goals.

In the operation of the world’s capital markets we play an important role and as business advisors we help our clients solve complex business problems. We aim to improve their ability to manage risk and improve performance. At the same time we take pride in our quality services which help to improve transparency, trust and consistency of business processes.

Our position is strengthened with our almost 1.000 professionals and our offices throughout Cyprus.

20 PwC Cyprus

PwC offices in Cyprus


Nicosia

Mailing address: P O Box 21612, CY-1591 Nicosia, Cyprus

Street address: Julia House, 3 Themistocles Dervis Street, CY-1066 Nicosia, Cyprus

Tel. +357 - 22555000 , Fax +357 - 22555001

Limassol

Mailing address: P O Box 53034, CY-3300 Limassol, Cyprus

Street address: City House, 6 Karaiskakis Street, CY-3032 Limassol, Cyprus

Tel. +357 - 25555000, Fax +357 - 25555001

Larnaca

Mailing address: P O Box 40450, CY-6304 Larnaca, Cyprus

Street address: Artemidos Tower, 7th & 8th Floors, 3 Artemidos Avenue, CY-6020 Larnaca Cyprus

Tel. +357 - 24555000, Fax +357 - 24555001

Paphos

Mailing address: P O Box 60479, CY-8103 Paphos, Cyprus

Street address: City House, 58 Grivas Dighenis Avenue , CY-8047 Paphos, Cyprus

Tel.+357 - 26555000, Fax +357 - 26555001

©2011 PricewaterhouseCoopers Ltd. All rights reserved. In this document, “PwC” refers to PricewaterhouseCoopers Ltd of Cyprus, which is a member firm of PricewaterhouseCoopers International Limited, each member firm of which is a separate legal entity.

This publication is printed on a paper that is environmentally friendly.The paper is produced with 60% recycled fibers and 40% pulp FSC certified.

Designed by: PricewaterhouseCoopers (Marketing & Communications) Ltd

Printed by: Chr. Nicolaou & Sons Ltd

This publication has been prepared for general guidance on matters of interest only, and does not constitute professional advice. You should not act upon the information contained in this publication without obtaining specific professional advice. No representation or warranty (express or implied) is given as to the accuracy or completeness of the information contained in this publication, and, to the extent permitted by law, PricewaterhouseCoopers Ltd, Cyprus, its members, employees and agents do not accept or assume any liability, responsibility or duty of care for any consequences of you or anyone else acting, or refraining to act, in reliance on the information contained in this publication or for any decision based on it.

Name of Company Stock Exchange Date of listing Funds raised (m) Main countries ofoperation

Industry

Global PortsInvestments PLC

London StockExchange

24/06/2011 US$588 Russia, Baltics Operation of containerand oil productterminals

Ros Agro Plc London StockExchange

8/04/2011 US$330 Russia Agriculture and foodprocessing

HMS HydraulicMachines andSystems plc


14/2/2011 US$360 Russia Industrial Machinery

Avangardco

Investments PublicLimited

London Stock

Exchange

May 2010 US$208 Ukraine Agriculture

GlobaltransInvestment Plc


30/04/08 US$470,4 (April 2008)US$175 (Dec 2009)

Russia Transportation

AFI Development Plc London StockExchange

May 2007 USD$1400 Russia, Ukraine,CIS

Real Estate

AISI Realty Public Ltd AIM August 2007 Introduction Ukraine Real EstateMirland DevelopmentCorporation Plc

AIM 8/12/2006 GBP£143,3 Russia Real Estate

Helesi Plc AIM 23/11/2006 GBP£11,6 Greece, UK Industrial suppliersIFR Capital Plc AIM (subsequently

delisted)15/11/2006 €134,8 Central Europe,

SloveniaRestaurants and bars

Teleset Networks Plc AIM (subsequentlydelisted)

12/10/2006 Introduction Russia Telecommunications

XXI CenturyInvestments PublicLimited

AIM 16/12/2005 US$138 Ukraine Real Estate

Urals Energy PublicCompany Limited

AIM 9/08/2005 GBP£64 Russia Oil exploration andProduction

EMED Mining Public

Limited

AIM 9/05/2005 GBP£2,0 plus a number

of subsequent issues

Eastern Europe,

Caucasus, Cyprus

Gold and Copper

explorationEgidaco InvestmentsPlc

Irish stockexchange

April 2011 US$175m (bonds) Russia Banking

Rolf Group Irish stockexchange

June 2007September 2009

US$250 (bonds)US$150 (bonds)

Russia Automotive

Agroton PublicLimited

Warsaw October 2010 PLZ 170 Ukraine Agriculture

ASBISc EnterprisesPlc

Warsaw October 2007 PLZ 18,75 Europe, MiddleEast, North Africa

Computer hardware

Egidaco InvestmentsPlc

OMX Stockholm December 2008 €70 (bonds) Russia Banking

Mosvold Supply Plc Norwegian OTC Alist (NOTC)

3/07/2007 US$56 Cyprus, Norway Shipping

S.D. Standard DrillingPlc

Oslo Axess 25/03/20116/05/2011

IntroductionUS$330

Worldwide Oil rigs

Camposol Holding Plc Oslo Axess 14/05/2008 Introduction Peru AgricultureDeep Sea Supply Plc Oslo Bors 8/12/2006 Introduction North Sea, North

Africa, West IndiesOil & gas equipment &services

Songa Offshore SE Oslo Bors 26/01/2006 Introduction Worldwide DrillingMarfin Popular BankPublic Company Ltd

Athens stockExchange (1)

5/01/2007

23/02/2011

Combined prospectusand exchange offer

€488,2

Greece, Cyprus Banking

Bank of Cyprus PublicCompany Ltd

Athens StockExchange (1)

8/11/2000 CYP£200 (€341,7)plus a number ofsubsequent isuues

Greece, Cyprus Banking

Note (1): Parallel listing

Note (2): The table above is provided for indicative purposes. Information is in accordance with the best of our knowledge at the time of printing and we do not assume

responsibility as to its accuracy and completeness.

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