Initial Public Offering - Lebanon
The Banking Control Commission (BCC) was established in 1967 in Lebanon by the Central Bank of Lebanon (BDL) to administrate banking and control of the Central Bank. The BDL regulated banking as well as the financial market. In 2015, the Central Bank established the Capital Market Authority (CMA) to provide for a proper regulatory framework in terms of trading in Securities and supervising the work of licensed stock exchanges.
The Beirut Stock Exchange (BSE) was established in 1920 and is one of the oldest markets in the Middle East. The BSE is the sole formal exchange market in Lebanon and hence all securities related transactions are to be done through this market. There are various markets in lieu of modernization of the market and adopting a new trading system and they can be broadly categorised as follows:
- The Official Market
- The Secondary Market
- Over The Counter Market
The official market is where primary listing of securities and related transactions take place.
To be listed in the official market, BSE rules provide for criterion under Article 106. These are
- Minimum capital has to be more than US$ 3 Million equivalent to Lebanese Pounds;
- The incorporation period of the company should have been for at least 3 years prior;
- At least 25 percent of the company’s capital is required to be floated to the public on its first day of quoting; and
- The aforementioned percentage of capital has to be held by 50 people or more.
If a newly established company that do not meet the requirements to trade in the Official market, the trading then takes place with the Secondary market.
To be listed in the Secondary Market as per Article 111 of the BSE rules, a company has to:
- Have a minimum capital of US$1 Million equivalent to Lebanese Pounds;
- 25 percent or more capital to be floated on first day of quoting; and
- At least 50 shareholders required to acquire the issuer’s floated capital.
Over the Counter
Over the counter market is for those securities that are being traded without being listed on the exchange.
Since over the counter market is not the primary or secondary market, the requirements are not as much. A minimum capital of 100,000 US$ equivalent in Lebanese pounds is the only requirement to be listed in this market.
The laws and regulations which govern the listing requirements are stated across various regulations. These are:
- The BSE Legislative Decree Number 120
- The BSE Bylaws Decree Number 7667
- The Code Decree Number 304 of 1942
In terms of listing in the Official or Secondary market, a company is required to file various documents in relation to its application. The application form must be filed in accordance with BSE Committee Rules. Certified copies of the registration application and the incorporation certification must be filed at the Commercial Register. A certified copy of the Company’s by-laws as well as a certified copy of the minutes of general and board meetings for the last 3 years must be filed along with the application.
Copies of balance sheets, inventories and other consolidated final accounts along with a copy of the reports of the Board of Directors and Auditors for the last three years are to be filed. A general statement showing the issuer’s activities and markets and about the issuer’s subsidiaries and main activities is to be submitted along with a detailed statement setting forth the nature, kind and value of securities being applied for.
In practice, the Committee takes two weeks from submission of application to process listing.
The Committee rules provide for what is required to be mentioned in the application form for admission in detail. It is pertinent that the company mention all these details to avoid rejection by the BSE for the purpose of Public Securities Trading. A detailed enumeration of the required information is provided in the publication
Securities and Activities
Although offering of IPO falls under the ambit of Securities, the scope of Securities is much wider than just that of an IPO offering. Security Activities are defined in Article 2103 of Part B of Licensing and Registration Regulation. As such, any activities mentioned below shall fall under the ambit of Securities Activities