Appleby.Guide to-Listing-on-the-Bermuda-Stock-Exchange-(April-2012)

GUIDE Guide to Listing on the Bermuda Stock Exchange

TABLE OF CONTENT PREFACE ..........................................................................................................2 1. INTERNATIONAL RECOGNITION ...............................................................4 2. ADVANTAGES OF LISTING ON THE BISX ..................................................5 3. SECURITIES LISTED ON THE BSX .............................................................5 4. PROCEDURE FOR LISTING COLLECTIVE INVESTMENT VEHICLES AND EQUITY .........................................................................................................6 5. PROCEDURE FOR LISTING DEBT SECURITIES ........................................7 6. PROCEDURE FOR LISTING INSURANCE RELATED SECURITIES ..........9 7. THE MEZZANINE MARKET.......................................................................10 APPENDIX.......................................................................................................121

PREFACEThe Bermuda Stock Exchange (the "BSX") provides recognised facilities for the listing and trading of debtinstruments and securities issued by companies and other forms of investment vehicles. Operating since 1971, thefeatures of the BSX make for an attractive offshore securities market. Its recognition by the SEC and the UKFinancial Services Authority, together with its own commercially sensible regulatory environment, make for ahighly respectable institution that is distinctively able meet the needs of the offshore market. Being the world’s firstfully electronic offshore securities market is a factor which is particularly attractive to those in e-commerce andhigh-tech fields.The BSX is regulated by the Bermuda Monetary Authority.The structure of the BSX has been designed to differentiate it from other Exchanges. Its significant growth overthe last several years is due in large part to the company’s innovative and flexible approach. In addition to takinga leading role in what has become a world trend towards profitability and demutualisation, the Exchange hassought to create unique products and services for its niche offshore market. The BSX’s “Mezzanine Market”, aunique pre-IPO market listing for start-up, high growth potential, development stage companies has sought tocreate such an environment.Unlike AIM in the UK or the European Neur Market, the BSX Mezzanine Market offers development stagecompanies the opportunity to list on a recognised international stock exchange without having to commit to afull IPO. This is due in large part to the fact that the BSX restricts Mezzanine Market investment to ‘QualifiedInvestors’. This means that access is limited to intuitional and or sophisticated investors. Only in this way, can theBSX rely more on full disclosure than prescriptive regulations for investor protection purposes. The BSX’sstructure and approach are unique and its efficient and personalised approach continues to attract new issuers andpromoters.The BSX has a comprehensive regulatory regime (the “Regulations”) which provides clear guidance on thelisting process and continuing requirements of the exchange. The principal function of the BSX is to provide afair, orderly and efficient market for the trading of securities issued by both domestic and international issuers. Inaddition, the BSX retains considerable discretion to impose addition requirements or special conditions.Conversely, the BSX may waive, modify or not require compliance with the listing regulations either generallyor as to suit the circumstances of a particular case.Appleby Securities (Bermuda) Ltd. is a full listing sponsor of the BSX, wholly owned by the Appleby Group, andcan act as a sponsor for listing purposes. Appleby Securities (Bermuda) Ltd. working together with the Appleby(Bermuda) Limited law firm, are able to provide high quality cost effective professional services in all aspects ofstructuring and documenting debt and equity issues, from initial inception to public offerings and listings.Bermuda is a truly leading offshore financial centre, with a sterling reputation. Located just seven hundred milesoff the US eastern seaboard and less than seven hours by air from London, the Island is both geographically andlegislatively independent and neutral, making it an ideal hub for international finance.This client guide explains the wide international recognition enjoyed by the BSX, the process for listing on theBSX and the advantages of listing on the BSX.It is recognised that this Guide will not completely answer detailed questions which clients and their advisers mayhave. It is intended to provide a sketch of the subject matter covered. The Guide is, therefore designed as a2

starting-point for a more detailed and comprehensive discussion of the issues. Appleby Bermuda April 20123

1. INTERNATIONAL RECOGNITIONThe BSX continues to attract international recognition.As the world’s largest offshore fully electronic securities market, it offers a diverse range of listing and tradingopportunities for both international and domestic issuers of equity, debt, depository receipts, insurancesecuritization and derivative warrants.Internationally recognised as an appealing venue for the listing of hedge funds, fixed income structures andinvestment fund structures. The BSX also operates a Mezzanine Market for early stage companies. All in all, theBSX provides a focus offering unique products for the offshore market, thus contributing to its growth andsuccess.The BSX describes itself as committed to meeting and exceeding international securities market standards. Sincethe late 1980’s the introduction of a central securities depository and shorter settlement cycles have beenuniversally acknowledged as the best way to reduce risk and make securities markets more efficient.Another contributing factor to the Exchange’s success is the BSX’s ‘light but effective’ regulatory environmentwhich makes it conducive to new and innovative product listings, especially ‘institutional only’ securities. TheBSX is bound neither by European Union Listings Directive, nor United States Securities ExchangeCommission (SEC) regulations.As a full member of the World Federation of Exchanges, the BSX has been acknowledged by its peers to meetthe highest regulatory and operational standards. Similarly the US Securities Exchange Commission recognisesthe BSX as a ‘Designated Offshore Securities Exchange’ (DOSM). The BSX also enjoys recognition by theBermuda Monetary Authority, as a Recognised Investment Exchange and an Approved Stock Exchange; theLondon Stock Exchange, as a Registered Organisation and the IOSCO, as an Affiliate Member. BSX is alsorecognised as an approved Stock Exchange under Australia’s Foreign Investment Funds (FIF) taxation rules, andin October, 2011, the Minister of Finance for Canada approved the addition of the Bermuda Stock Exchange tothe list of designated exchanges under the Income Tax Act (Canada)The BSX has also been approved by the UKs Financial Services Authority ("FSA") as a ‘Designated InvestmentExchange’. Many potential investors recognise this as a seal of approval from the FSA as to the effectiveness ofthe BSXs rules and its internal regulatory environment as well as the operation of the BSX, supervision,membership, price information, clearing and compliance arrangements.As a designated investment exchange, FSA authorised firms are allowed to treat transactions on the BSX in muchthe same way as if they were trading on the UKs recognised investment exchanges. As a consequence,investment by an FSA firm in a BSX listed security will now incur a significantly lower position riskrequirement, which in turn reduces overall transaction costs. HM Revenue & Customs also lists the BSX as aRecognised Stock Exchange.BSX lists institutional funds under a “commercially sensible” regulatory environment that meets internationalstandards. The BSX does not impose minimum capital requirements or investment restrictions (with theexception of disallowing a fund to take control of its underlying investments) and allows flexibility for hedgefunds and the use of prime brokers.Bermuda has earned a reputation as a world-class centre of commerce, featuring a business-friendly environment,4

a stable and growing economy, and an unmatched collection of talent and intellectual capital in key sectors,including insurance, financial services, and more recently, electronic commerce. In particular, Bermuda is amajor international market for insurance and reinsurance. As at 31 December 2011, the BSX listed over $3billionin listed catastrophe bonds (“cat bonds”) and other insurance linked securities (“ILS”) on the exchange.As of April 2012, the BSX’s website reports that 31 ILS are listed on the exchange with a total value of US$3.838 billion. The BSX, together with the Bermuda Monetary Authority (“BMA”) has been working hard topromote Bermuda as the main listing destination for ILS.Of the 31 listed insurance linked securities on the BSX, 6 are securitization programs, 16 are notes issued underthese programs, 7 are tranches of ILS notes issued as stand-alone securities and 2 are specialist exchange tradefund classes.The momentum is driven largely by the BMA’s revised regulations, which in late 2009 established a newdesignation for ‘special-purpose insurers’ (SPI) as part of its supervisory scheme. In April, 2012, the BMAreduced the annual fee for SPI’s by nearly 50%. This has been a very positive step for SPI’s setting up inBermuda wanting to issue ILS such as catastrophe bonds, and the BSX have been able to offer them the optionof listing these ILS on the exchange.2. ADVANTAGES OF LISTING ON THE BSXThe key strengths of the BSX may be summarised as follows: • efficient, time sensitive and cost effective trading; • de-materialising shares through the Bermuda Securities Depository service (“BSD”) removes the need for physical settlement; • listed Bermuda exempted companies enjoy free transferability of their shares; • responsive and approachable Market Authorities; • international standards of issuer regulations; • premier location; • meets highest regulatory and operational standards; and • investment funds may benefit from the “Launch and List” facility agreed between the BMA and the BSX whereby fund formation and listing approvals run concurrently.3. SECURITIES LISTED ON THE BSXThe instruments which can be listed include: • shares, units or other interests in investment funds; • debt instruments; • equities; • insurance related securities; • derivative warrants; and • depository receipts.5

4. PROCEDURE FOR LISTING COLLECTIVE INVESTMENT VEHICLES AND EQUITYSection 1 of the BSX Listing Regulations applies to all proposed issuers. Due to the variety of ListingRegulations applicable to the different types of issuers mentioned, a detailed analysis is not provided. However abrief summary of the Listing Regulations that applies to all issuers is given. The first stage in the making of anyapplication for admission to the Official List is the appointment of a Listing Sponsor. The applicant must have asponsor at all times while making the application. Once listed, the sponsor ensures compliance with ongoingobligations. The BSX maintains a list of approved sponsors from which new applicants may find a ListingSponsor, or alternatively a BSX Trading Member. As a registered BSX Listing Sponsor Appleby Securities(Bermuda) Ltd. is able to sponsor the listing of all types of securities , other than Primary Equity listings whichare co-sponsored with a BSX Trading Member).The listing procedure comprises four steps: a. Satisfying Listing Conditions Before a security is considered for admission to the Official List certain conditions must be met. These conditions are vetted by the sponsor. The sponsor must make certain that all of the necessary documents required in support of the listing application are appropriately filed with the BSX and it is the duty of the Sponsor to communicate with the BSX during the listing application. b. The Application for Listing The applicant must submit certain documents to the BSX as required by the BSX Listing Rules. The documentation that must be filed with the BSX are: • Formal letter of application; • Draft prospectus/Offering Memorandum; • Certificate of incorporation or equivalent; • Certified copy of issuer’s constitution; • Audited annual report and accounts (for the last 3 years or since inception); • Certified copies of resolutions authorising issue of the securities; • Issuer’s Undertaking to comply with its continuing obligations consequent on listing, together with equivalent directors’ declarations and undertakings; • Copy of document of title to be used for the issue; • Certified copy of material documents referred to in the prospectus/Offering Memorandum. • Auditor’s acceptance letter; • Listing sponsor’s declaration; and • For Secondary Listings only - proof that a Primary Listing on a recognised exchange exists and is in good standing. The prospectus must contain information that enables an investor to make an informed assessment of the activities, assets and liabilities, financial position, management and prospects of the issuer – as well as of its profits and losses and of the rights attaching to such securities. The regulations provide guidance on all6

the prospectus items. The BSX Listing Regulations are available from your Listing Sponsor, or on the BSX website www.bsx.bm. c. Approval The BSX seek to respond within two business days with comments on each draft of the prospectus. The BSX guarantees response from the Listing Committee within seven business days once complete applications are submitted. In most cases the entire listing process can be completed within two weeks, from receipt of the final prospectus. d. Listing If the Listing Committee approves the application, the Listing Document is then filed and the securities are admitted to the Official List. The BSX requires continuing obligations which include: • Prompt notification to BSX and shareholders of material events to allow them to evaluate the financial position of the issuer and to avoid the creation of a false market. Material events are circumstances that may be expected to affect market activity or the price of the listed securities; • Net Asset Value (“NAV”) calculations (for funds); • Audited annual report and accounts, as well as preliminary results; • Copies of shareholder notices or circulars; and • Notification of any material changes to the constitution, change of name, change of directors. The BSX also provides a facility for the secondary listing of a companys securities and funds which are already listed on one or more other recognised stock exchanges. A secondary listing on the BSX may be obtained in respect of Securities that have a primary listing on a recognised exchange. To be eligible to be listed on the BSX, the issuer must be suitable for listing and will generally be required to meet the BSX’s ongoing disclosure obligations (which are usually met by providing proof that the listing with the primary exchange is in good standing, and providing the BSX with copies of all filings made with the primary regulatory exchange, including, most importantly, recent financial statements).5. PROCEDURE FOR LISTING DEBT SECURITIESDebt securities are only eligible for listing provided they are fully negotiable and freely transferable. The ListingRegulations that apply in this area are streamlined and rely more on full disclosure than prescriptive regulationsfor investor protection purposes. This means that debt listings can be completed within a matter of days. TheBSX seeks to respond within 48 hours with comments on each draft of the prospectus and the BSX ListingCommittee responds within seven days once complete applications are submitted.The BSX lists debt issuance programmes and securities (such as medium term notes or credit-linked notes), asset-7

backed securities, convertible bonds, Specialist Debt Securities, Eurobonds, and other bonds which, by theirnature are generally purchased by experienced investors. (See section 6 below for information about the listing ofInsurance Securitization programs and securities).In addition, the issuer of debt securities must either: • be a supranational body recognised by the BSX; or • be a government (or a government agency whose obligations are guaranteed by a government); or • be an exempted company incorporated in Bermuda with consolidated net tangible assets of at least $10 million; or • have a primary listing for its share capital on a recognised stock exchange; or • restrict investment in its listed debt securities to qualified investors in accordance with terms acceptable to the BSX.For the duration of the listing, the issuers must maintain a paying agent either in Bermuda or another locationagreed by the BSX. Debt securities must also be eligible for deposit in a recognized clearing and settlementsystem.The applicant must submit certain documents to the BSX as required by the BSX Listing Regulations. Thedocuments to be provided are the same as for the other collective investment vehicles above. The draftprospectus however must include the issuer’s financial information and similarly be reviewed by the BSX. Theprospectus must contain information that enables an investor to make an informed assessment of the issuer andsecurities.The regulations provide guidance on the following prospectus items: • BSX standard disclaimer. • Summary of key aspects of the Issuer’s constitution. • General information about the issuer, its advisors and other key service providers, and the prospectus. • Information about the securities as well as the terms and conditions of their issue and distribution. • General information about the group’s activities. • Issuer’s management. • Material contracts. • Provision of key documents for inspection by the public for a minimum of 10 working days.As with all instruments listed on the BSX, there are continuing obligations. This information is similar to theobligations required for listing equities and will be available to debt issuers from their Listing Sponsor, oroccasionally from the BSX itself. The debt issuer must maintain a paying agent in Bermuda, or another locationagreed to by the BSX, for the duration of the listing. The debt securities must be eligible for deposit in a clearingand settlement system recognised for this purpose by the BSX.BSX must be informed by Debt Securities Issuers in relation to changes in the terms of debt securities, decisions topass interest payments, any purchase, redemption or cancellation of debt securities, important changes, proposeddrawings, the closure of books and winding up or liquidation. If the issue carries conversion rights for, or aguarantee by, another company, adequate particulars must be available for that company. Listings for subsequentissues under a BSX-approved debt issuance program may be accomplished immediately by filing with a simplified“term sheet” consisting of the relevant basic information accompanied by a simple application letter referring to the8

program.6. PROCEDURE FOR LISTING INSURANCE RELATED SECURITIES The Bermuda Market Bermuda is now the worlds largest offshore insurance market. The intellectual capital driving this industry is centralized here and is creating global insurance solutions in and from Bermuda. The convergence of the capital and insurance markets are greatly simplified in the offshore world. For example, in the USA there are separate regulatory bodies and statutes to regulate securities, commodities, and insurance products. Innovative products which cross any of these boundaries require inordinate amounts of effort to develop and may end up not suiting the true needs of the issuer or the investor. In Bermuda, these obstacles are minimized. Regulations The BSX Insurance Related Securities Regulations pertain to any security, the value of which is related to an insured -- or insurable -- event or an act of god (such as cat bonds, CatePuts, and other insurance securitisations). • The issuer may be a SPV and, in the case of a securitisation program, may be listed prior to the issuance of any securities under the program. • The debt securities must be fully negotiable and freely transferable amongst investors who are authorized to subscribe or purchase such securities. • The issuer must restrict investment in its listed securities to Qualified Investors in a manner acceptable to the Exchange. This means, inter alia, that the securities may only be marketed to Qualified Investors and may only be traded on the Exchange between Qualified Investors. • The issuer must maintain a paying agent in a location agreed to by the BSX for the duration of the listing. • The insurance related securities must be eligible for deposit in a clearing and settlement system recognized for this purpose by the Exchange. Application Procedures The following materials must be filed with the BSX: • Formal letter of application and fees. • Draft prospectus/offering document. • Certificate of incorporation or equivalent. • Certified copy of issuers constitution. • Audited annual report and accounts (2 years or since inception). • Auditor’s acceptance letter. • Sponsor’s declaration.9

• Certified copies of resolutions authorizing issue of the securities. • Issuer s Undertaking. • Copy of document of title to be used for the issue. • Certified copy of material documents referred to in the prospectus, as well as a copy of the trust deed that secures or constitutes the debt securities. The BSX has simplified the above listing process for subsequent issues of securities pursuant to an existing program already listed on the BSX, and the requirements are: a simple application letter; a term sheet for the new issue; confirmation that documents previously filed with the BSX in relation to the program are incorporated by reference and are still in force; and the relevant fees. The Continuing Obligations are the same as for equities.7. THE MEZZANINE MARKETThe BSX Mezzanine Market is intended to create an environment to allow growing e-commerce, high tech anddevelopment stage companies the opportunity to list at a much earlier stage than ordinary. In order to qualify it isnot necessary to have a track record, market capitalisation, free float or profitability.This market provides a form of ‘listed private equity’ that has the visibility and marketability of a publicly tradedsecurity without the need for a full blown IPO. Issuers on the Mezzanine Market have full exposure on Bloombergand Reuters. Securities on the Mezzanine Market qualify as “listed”, and are therefore usually more attractive toinstitutional investors outside of the U.S. (who may be limited in the amount they can invest in non-listedsecurities).It is not the intention of the Mezzanine Market to function as a highly liquid market, but the listing does createthe mechanism for trading. Certain institutional investors, who will want to have the means in place toimplement any ‘exit strategy’ they create, may find this of significance.The Mezzanine Market, however, is restricted to “Qualified Investors”. An investor of this kind is one who is asuitably sophisticated and knowledgeable investor in accordance with the Regulations, and who has signed theBSX’s qualified investor suitability declaration and fits one or more of the following criteria to be considered aqualified investor:For individuals: • having an investment that is not less than $100,000; or • having an individual net worth including his/her spouse of at least $1,000,000; or • having annual income of in excess of $200,000, or joint income with his/her spouse in excess of $300,000.For Private corporations and partnerships: • having an investment that is not less than $100,000; or • having net assets of not less than $5,000,000; or • all its equity owners/partners meet one or more of the qualified investor criteria described above.10

Certain institutions are automatically considered qualified investors, including banks, stock brokers, insurancecompanies and investment advisers.The Qualified Investor requirements may be waived at the discretion of the BSX for Bermuda domiciledexempted companies.11

Appendix Cost of FeesLISTING FEES AND LEVIES – COLLECTIVE INVESTMENT VEHICLES1. Initial fee(1) In the case of an issue of units in a unit trust, shares in a mutual fund company or interests in a limited partnership, an initial, non-refundable listing fee of $2,000 per class shall be payable on the application for listing.(2) In the case of an issue of units in a unit trust, shares in a mutual fund company or interests in a limited partnership, where the same vehicle or fund family issues and lists multiple vehicles or classes of securities simultaneously in one application, the following discounts will apply in respect of the initial, non-refundable listing fee payable: Number of vehicles/classes: 3-15 16-20 over 20 Fee ($): 5,000 (fixed) 10,000 (fixed) 500 (per class)(3) If the collective investment vehicle has a primary listing on another stock exchange which is recognised for this purpose by the Exchange (see Appendix 5) the initial fee shall be fifty percent (50%) of the standard rate.(4) A new applicant shall pay the initial fee, in advance, at the same time as it submits its formal letter of application in accordance with Chapter 5.2. Annual fee(1) In addition to the initial listing fee, an annual fee of $2,500 shall be payable in advance for one class of securities which are listed on the Exchange, $4,000 for two classes of securities, $5,000 for three classes of securities, $6,000 for four classes of securities.(2) In respect of the annual fee payable, where the same vehicle or fund family issues and lists multiple vehicles or classes of securities the following discounts will apply: Number of vehicles/classes: 5-10 11-15 16-20 over 20 Fee ($): 5,000 (fixed) 7,500 (fixed) 10,000 (fixed) 500 (per class)(3) The annual fee in respect of the first year shall be payable at the same time as the issuer submits its formal letter of application in accordance with Chapter 5 and thereafter shall be payable in advance within seven (7) business days of receiving an invoice from the Exchange.3. Subsequent issue fee(1) Where a closed-end mutual fund makes a subsequent issue of equity securities, a subsequent12

issue fee shall be charged at the same rate as the initial fee.(2) This charge does not apply to the issue of securities on the exercise of options, warrants or conversion rights under convertible securities, the grant or issue of which has been approved by the Exchange, or to a capitalisation issue, including the issue of securities under a scrip dividend scheme.(3) An issuer shall pay any subsequent issue fees within seven (7) days of receiving invoice from the BSX.LISTING FEES AND LEVIES – INSURANCE LINKED SECURITIES AND OTHER DEBTSECURITIES1. Initial fee(1) In the case of an issue of debt securities by a new applicant an initial, non-refundable listing fee of $2,500 shall be payable on the application for listing.(2) A new applicant shall pay the initial fee, in advance, at the same time as it submits its formal letter of application in accordance with Chapter 5 of the BSX regulations2. Subsequent issue fee(1) In the case of a subsequent issue of debt securities by a listed issuer a subsequent, nonrefundable listing fee of $2,500 shall be payable on the application for listing.(2) In the case of a subsequent issue of debt securities pursuant to a debt issuance programme approved by the Exchange a subsequent, non-refundable listing fee of $500 shall be payable on the application for listing.(3) The subsequent issue fee shall be payable by the issuer, in advance, at the same time as it submits its formal letter of application or term sheet (as appropriate) in accordance with Chapter 5.3. Annual fee(1) In addition to the initial listing fee, an annual fee of $1,000 shall be payable in advance on each class of debt securities which are listed on the Exchange ($500 in respect of each subsequent issue of debt securities pursuant to a debt issuance programme approved by the Exchange).(2) The annual fee in respect of the first year shall be payable at the same time as the issuer submits its formal letter of application in accordance with Chapter 5 and thereafter shall be payable in advance within seven (7) business days of receiving an invoice from the Exchange.LISTING FEES AND LEVIES – PRIMARY AND SECONDARY INTERNATIONAL EQUITIES1. Initial fee(1) In the case of an application for listing of equity securities by a new applicant an initial, nonrefundable listing fee shall be payable on application for listing in accordance with the following scale:13

Expected initial market capitalisation Mezzanine Market Secondary of securities to be listed Fee Listing Fee $m $ $ Not exceeding 10 5,000 50 10,000 100 15,000 200 25,000 500 30,000 1,000 35,000 2,500 Exceeding 1,000 40,000 5,000(2) A new applicant shall pay the initial fee, in advance, at the same time as it submits its formal letter of application in accordance with Chapter 5.2. Annual fee(1) In addition to the initial listing fee, an annual fee shall be payable in advance on each class of securities which are listed on the Exchange, in accordance with the following scale: Mezzanine Market Secondary Fee Listing Fee Market value of securities listed $ $ Not exceeding 10 5,000 50 7,500 100 12,500 200 15,000 500 17,500 1,000 20,000 3,000 10,000 25,000 6,000 100,000 25,000 7,500 Exceeding 100,000 25,000 10,000(1) The annual fee in respect of the first year shall be payable at the same time as the issuer submits its formal letter of application in accordance with Chapter 5 and thereafter shall be billed on the anniversary of the approval of this listing and payable within seven (7) business days of receiving an invoice from the Exchange.3. Subsequent issue fee(1) Where a listed issure makes a subsequent issue of equity securities, a subsequent issue fee shall be charged at the same rate as the initial fee.(2) This charge does not apply to the issue of securities on the exercise of options, warrants or conversion rights under convertible securities, the grant or issue of which has been approved by the Exchange, or to a capitalisation issue including the issue of securities under a scrip dividend scheme.14

(3) An issuer shall pay any subsequent issue fees within seven (7) business days of receiving an invoice from the Exchange.4. New issue levy - The Mezzanine Market(1) Where an issuer which is to be listed on the Mezzanine Market makes an offer of securities in conjunction with its initial listing, a new issue levy shall be payable to the Exchange by the issuer at the rate of 0.05% of the total consideration payable by a subscriber or purchaser for each security offered, subject to a maximum payable of $50,000.(2) The issuer shall be entitled to charge the subscriber or purchaser (as the case may be) up to half of the levy payable in respect of the securities subscribed or purchased by them but in all cases the issuer shall be responsible for ensuring that the new issue levy is paid to the Exchange.(3) The new issue levy shall be paid to the Exchange before trading on the Exchange commences in the elevant securities, in the manner specified by the Exchange from time to time.15

For more specific advice on Listing on the Bermuda Stock Exchange, we invite you to contact one of thefollowing: Cameron Adderley Partner, Group Team Leader – Corporate Finance cadderley@applebyglobal.com Alex Erskine Partner, Group Team Leader – Funds & Investment Services aerskine@applebyglobal.com Sherman Taylor Account Manager staylor@applebyglobal.comAppleby is the leading provider of offshore legal, fiduciary and administration services. With an unparalleledpresence in the key offshore jurisdictions of Bermuda, the British Virgin Islands, the Cayman Islands, Guernsey,Isle of Man, Jersey, Mauritius and the Seychelles, the group offers advice on offshore law. We also have offices inthe international financial centres of London, Hong Kong, Shanghai and Zurich.Over 800 lawyers and professional specialists deliver sophisticated, specialised services, primarily in the areas ofCorporate and Commercial; Litigation and Insolvency; Private Client and Trusts; and Property. We advise globalpublic and private companies, financial institutions, and high net worth individuals, working with them and theiradvisers to achieve practical solutions, whether in a single location or across multiple jurisdictions.This publication is intended only to provide a summary of the subject mattered covered. It does not purport tobe comprehensive or to provide legal advice. No person should act in reliance on any statement contained in thispublication without first obtaining specific professional advice.If this guide has been sent to you, and you would like to update your details or be removed from our marketingdatabase, please contact the marketing department at Appleby or email info@applebyglobal.com16

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Appleby.Guide to-Listing-on-the-Bermuda-Stock-Exchange-(April-2012)

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Appleby.Guide to-Listing-on-the-Bermuda-Stock-Exchange-(April-2012) Document Transcript