[Last updated: 1 January 2024, unless otherwise noted]
There are no jurisdictions of incorporation or industries that would not be acceptable for a company to list on Euronext Brussels.
The main eligibility criteria for listing equity securities on one of the Euronext markets, including Euronext Brussels, are:
- A minimum distribution of 25% of the subscribed share capital or, at the absolute discretion of Euronext Brussels, a lower percentage of securities distributed to the public can be deemed sufficient to ensure liquidity (with a minimum of 5% if this represents at least €5 million, which is approximately US$5.53 million).
- Three years of audited financial statements (subject to the applicability of certain exemptions).
- Compliance with the following accounting standards (see sections 3 and 4 for more information about accounting standards):
- International Financial Reporting Standards (IFRS) if the issuer is incorporated in an EEA member state.
- IFRS or accounting standards deemed equivalent (US, Canadian, Chinese, Japanese or South Korean GAAP, or, for financial years before 31 March 2016, Indian GAAP), if the issuer is incorporated outside of the EEA.
- A regulator-approved prospectus.
In order to list its securities, a company must have three years of audited annual accounts or pro forma accounts. However, exemptions may be available in certain circumstances, as set out in the EU Prospectus Regulation, which is applicable in the EEA (the Prospectus Regulation), and its implementing texts. For example, Euronext may grant dispensation from this requirement if this is in the interest of the company and if the company concerned has made available sufficient information enabling investors to make an informed assessment of the assets and liabilities, financial positions, profit and losses and prospects of the company.
There are no ownership requirements applicable to the listing of a company's securities, and there are no ongoing financial requirements after the initial listing.
The Euronext Rule Book does not contain specific corporate governance provisions (see also section 5 below).
An issuer of equity securities such as shares or equivalent equity securities must appoint a listing agent for the first admission to listing of its securities and for any subsequent admission to listing of securities requiring the approval of a prospectus. The listing agent must assist and guide the company in connection with the admission to listing of its securities on Euronext Brussels.
There is no requirement for a company to conduct one or more interviews with the exchange, nor is there any requirement for listed companies to have and/or maintain a minimum number of security holders or a minimum trading price for their securities.
A company must ensure that its listed securities are freely transferable and negotiable, but exceptions can be granted (such as in the case of a shareholders' agreement). There are no requirements to place shares into escrow (or otherwise restrain them from being traded, such as through "lock-in" or "lock-up" arrangements) in connection with a listing. Lock-up agreements with underwriters are common in Belgium in connection with public offerings. Under certain conditions, Belgian law provides for a mandatory lock-up in relation to shares that have been acquired in the 12 months prior to an IPO at a price reflecting a discount vis-à-vis the IPO price. This mandatory lock-up, however, does not apply to shares that were already listed on a regulated market or other securities market or exchange outside of Belgium.
As mentioned, at the time of admission to listing, there must be a minimum public float of 25%, or, at the absolute discretion of Euronext Brussels, a lower percentage of securities distributed to the public can be deemed sufficient to ensure liquidity (with a minimum of 5% if this represents at least €5 million, which is approximately US$5.53 million).
The currency denomination of securities traded on Euronext Brussels is generally Euros (€) or US dollars (US$). Other currency denominations are in principle possible.
Euronext Brussels has a special trading group for special purpose acquisition companies (or SPACs), called the "SPAC Group". Financial instruments that are allocated to the SPAC Group many not be acquired by investors other than "professional clients", unless at the own exclusive initiative of such investor and such investor has been duly notified about the characteristics of the SPAC Group. Financial instruments are transferred off the SPAC Group as soon as there is evidence that the SPAC has merged, been acquired or been combined with (in whichever way) an effective business operating company and that the SPAC has made available to the public a prospectus or, where a prospectus does not have to be published, a document containing information such as a description of the transaction and its impact on the issuer. Euronext Brussels may subject the transfer off the SPAC Group to additional conditions that the FSMA may request.
Issuers generally have a paying agent who is a member of Euroclear, a settlement institution, active on the Euronext markets. The paying agent centralizes the payment of dividends and other corporate actions.
There is no requirement for a company to obtain a compliance adviser that is established with the exchange. Please note that the requirements are different for Euronext Growth.
The above listing requirements apply to Belgian as well as foreign issuers.