Learn how´s the process of listing a company in Seychelles.

1. How To List A Company in
Seychelles?
MerJ Exchange
By Sebastian Amieva

3. Regulatory framework
The creation of The Securities Act, 2007 provides a regulatory framework for securities trading within
the Seychelles and safeguards investor confidence by licensing and regulating all components of the
market and enforcing internationally accepted guidelines. Following are provisions in place governing the
operations of the Securities Exchange, Clearing Agencies, Securities Dealers, Investment Advisors and
Issuers.

5. Role of Sponsor Advisor
An issuer must appoint and retain a Sponsor Advisor at all times. The role is multifaceted and begins when a
company is making the decision to list and only ends if the company delists. The Sponsor Advisor assists the
company in assess ingit readiness to list and deciding which method and which board to list on. They also act as
project manager and corporate finance advisor to the Board of Directors throughout the listing process. The
Sponsor Advisor has an ongoing responsibility to ensure the company remains in compliance and meets all its
obligations under the Securities Act, 2007 and MERJ Listing Requirements.
The Sponsor’s main responsibilities include:
Advise company as to the application of the listing requirements and the directors as to the nature of the
irresponsibilities and obligations as directors of a listed company;
Perform due diligence over the company as per Schedule 10 from the MERJ Listing Requirements; Ensures
criteria for listings are met and advise the company around board composition, corporate governance issuesand
any other areas where the company may need assistance;
Responsible for submitting listing documentation to MERJ;
Primary liaison between MERJ and the Issuer.

6. Advantages of Listing
Greater access to capital with opportunities to raise funds both at the time of listing and at later stages;
A broader shareholder base that could potentially lead to greater trading (liquidity) of company shares, which in turn typically increases
the value of shares;
Increased company value, where listed companies are generally worth 40% more than their unlisted equivalents;
Greater opportunities in offering Employee Incentive Schemes such as giving employees share options;
Attractive recruitment packages to attract skilled human resource by offering shares;
Higher profile and visibility in the market, so as to generate reassurance among the company's customers and suppliers;
Better corporate governance and transparency which could lead to credit lines being granted on more competitive terms from the
company's banks and greater efficiency in the company’s control, management of information and operating systems;
For founders and major stakeholders to exit or sell part of their holdings without having to give significant discounts;
Seychelles Business Tax Rate to Seychelles Listed Companies is 25%;

7. Disadvantages of Listing
Offering an IPO means giving up some control to stockholders. Each share of stock may entitle its owner,
depending on type of share, to a say in how the company operates and may give its owner a vote in
choosing board members;
The process of preparing for an IPO can be time-consuming and may be costly;
Listing requires companies to submit detailed financial records and make the records public;

8. Methods of Obtaining a Listing
By way of Introduction
Listing in which a company Lists but does not offer the shares for sale. Ideal for an increase in shareholder
value, as well as future share offer plans.
Private Placement
Shares are offered to private, institutional, or professional investors. It does not constitute an offer to the
Public but once listed, shares will be publically available for trading.
Offer for Sale or Initial Public Offering (IPO)
Allows the company to raise capital by making an offer to the general public with no restrictions in terms
of the investors.

9. Boards
The Exchange offers three equities boards on which companies can list; namely the Main Board, Small
and Medium Enterprise Board (SME) and Venture Capital Board (VCAP).

10. Sponsor Advisor Fees
Engagement fee would be dependent on the type of listing and scope of complexity in preparing the company to list as wellas ongoing duties while
the company is Listed.
MERJ Exchange Listing Fees
Initial fees:
USD 1,000 Application fee;
USD 5,000 to MERJ (VCAP and SME Board) and USD 7,500 (Main Board);
USD 2,500 payable to MERJ Depository and Registry Limited (Formerly known as AfriDep) (registry).
Annual fees:
USD 4,000 to MERJ Exchange;
USD 2,500 to MERJ Depository and Registry Limited.

12. Work papers Required
Stream One
• Listing Readiness Presentation
• Statements of Independence( Sponsor Advisor and External Auditors)
• Assessment and Due Diligence
• Model Code of Corporate
Governance
Stream Two Stream
• Recommendation of Listing Method and Board
• Timetable of Listing
Process-Key Dates • Website Requirements
• Prospectus
Three
• Monitoring of ongoing operations
• Meetings Minutes Register
• Internal Trading Policy
• Corporate Actions
• Shareholder Communication

14. Control over Share Price and Liquidity
Control over Share Price and Liquidity
• The company has direct control over the internal factors that affect
the Share Price and Liquidity.
• A management plan on how to manage these factors needs to
established and there needs to be continuous follow ups and
monitoring.

15. Underwriting the Issue
Underwriting the Issue
It is not a requirement that an offer can be underwritten, but the following are advantages:
1. Company is assured of raising the desired amount of Capital
2. It creates a good impression if a prominent institution such as a Pension Fund is prepared to
underwrite
the offer

16. Getting Started and Internal Preparations
Your IPO internal process consists of three distinct parts:
A. Planning – understanding your objectives and honestly
assessing your readiness.
B. Execution – Process of
C. Completion – selling your business to potential investors.
From the above slides, it is mapped out what is required and what
preparations will be needed for the process.
Undergoing an honest assessment of how ready you are is fundamental
to determine what is needed to get your house in order.
Financial track record – Do you have financial statements in an
acceptable GAAP? Are the consolidated financial statements already
prepared and audited?
Governance – Working out what you have in place against the
applicable corporate governance code is a relatively simple exercise.
Working out how to effectively remediate gaps is more involved as no
one solution fits all.
Management team – Do you have the right team not only for your
business but also from an investor standpoint?
Key management should have the right credentials, know your
business and the team should have depth of experience and expertise.

17. Conclusion
The most successful IPOs are typically seen with companies that have already been acting as though they were a
public company in the year ahead of listing. By doing this you are able to ensure that any issues or challenges have
been successfully addressed before listing and you will be ready for life in the public eye as a publicly traded
company.
You can start to do this by considering the following:
1)Working with your advisors to engage with investors early so that they are familiar with the business
2)Evolving management and public reporting towards public company standards
3) Forming a clear view of what additional procedures would need to be put in place for you to operate
as a listed company and have a clear idea of how long this will take.

18. The company will need to be prepared for change management, and will require a change in the mind-set as it learns to
run for the benefit of a wider group of investors and stakeholders and preparesto meet their needs and expectations. As you
take the steps to going public, the company will be expected to:
Define the position in the market and build a supportable and attractive equity story
Determine your company’s tax and legal structure as soon as possible;
Select the right management team and the team of advisers;
Revise the governance structure and practices to align with market standards and practices;
Engage with potential investors and embark on the roadshow to sell the deal; and
Manage communication with the regulator to ensure required clearances are obtained.
The following areas are key areas your newly listed company will need to consider:
Setting and beating expectations / KPIs / The rhythm of corporate reporting / Investor relations.

19. Thanks you !
Sebastian Amieva
www.sebastianamieva.com
Disclaimer:
All Information Shared Are The Sole Thoughts and Opinions Of The Author.
Do Not Take Any Information As Legal Or Financial Advice.
You Should Seek A Certified Accountant And A Professional Legal Team Before Taking Any Further Action.