Listing on the Spanish
Stock Exchange
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59
STRUCTURE ORGANISATION AND OPERATION
OF THE SPANISH SECURITIES MARKET
B. Listing requirements
All the provisions laid down in Chapter V of the
Regulations of Commodities Exchanges continue to be
valid, unless they contravene those set forth in Royal
Decree 1310/2005 of November 4,2005.
SHARES
a. Minimum capital of €1,202,025.
b. In order to determine the minimum, the capital held
by shareholders who own, directly or indirectly, a
stake of 25% or more is not taken into account.
c. Profits in the two previous years or three non-con-
secutive years in a five-year period must have been
sufficient to distribute a dividend of at least 6% of the
paid-out capital after taxes and the necessary alloca-
tions to legal reserves. (*)
(*) Under the Ministerial Order of June 19, 1997 (Official
State Bulletin (BOE) of 21.6.97) modified by that of De-
cember 22, 1999 (Official State Bulletin of 30.12.99),
the National Securities Market Commission is allowed
to waive the profit requirement in certain circumstan-
ces:
• That the issuing entity, regardless of the length
of the period since its establishment, “sends a report
to the National Securities Market Commission, from its
governing body on the entity’s business and financial
outlook, and on the consequences that, in its view,
they would have on the evolution of results in coming
years. This information must be included in the infor-
mation that the Commission registers and puts at the
disposal of the public when the corresponding prospec-
tus is verified, so that the market and potential investors
can obtain an adequate image of the investment in said
shares”.
• That the issuing entity has been established as a result
of a merger, split or contribution of the branch of acti-
vity.
• That it is an issuer which is undergoing restructuring or
the privatisation of a state company.
d. The existence of at least 100 shareholders with less
than 25% of the capital. In the case of new listings,
if this requirement is not fulfilled, the issuer must
make a public offering of sale to achieve the mini-
mums. Once the prior verification of the National
Securities Market has been obtained, the manage-
ment entity will present to the governing body of
the Bolsa de Madrid a copy of the said prior verifi-
cation of the public offering of sale, examples of the
offering prospectus and the announcement of the
conditions of it for publication in the Stock Market
Bulletin.
e. Information on the last three fiscal years, with the
last two audited.
DEBENTURES AND SIMILAR SECURITIES
a. The total nominal amount placed in circulation by
each issuer must be at least €601,013.
b. The number of holders of warrants or certificates
with holdings of less than 25% of the issue must be
at least 100. If this is not the case, the issuer can
award a mandate to entities to publicise the call for
counterparties to buy and sell orders on the market
until the minimum number of holders of warrants or
certificates is reached.
WARRANTS AND CERTIFICATES
a. The total nominal amount placed in circulation by
each issuer must be at least €601,013.
b. The number of holders of warrants or certificates
with holdings of less than 25% of the issue must be
at least 100. If this is not the case, the issuer can
award a mandate to entities to publicise the call for
counterparties to buy and sell orders on the market
until the minimum number of holders of warrants or
certificates is reached.
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