[Last updated: 1 January 2024, unless otherwise noted]
Main criteria. 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$5.53 million).
- Three years of audited financial statements (subject to the applicability of certain exemptions).
- Compliance with international financial reporting standards (IFRS) or US, Japanese, Chinese, Canadian, South Korean or Indian generally accepted accounting principles (GAAP) for accounting (see adjacent box).
- A regulator-approved prospectus (which can be prepared and approved in English).
Financial Statements. In order to list its securities, a company must have three years of audited accounts or pro forma accounts. However, exemptions may be available in certain circumstances, as set out in the European Prospectus Regulation and its implementing texts.
Ownership. There are no ownership requirements applicable to the listing of a foreign company's securities, and there are no ongoing financial requirements after the initial listing.
Interview. There is no requirement for a company to conduct one or more interviews with the exchange, nor is there any requirement for a listed company to have and/or maintain a minimum number of security holders or a minimum trading price for its securities.
Currency. The currency denomination of securities may be either Euros (€) or US Dollars (US$).
Compliance Officer. There is no requirement for a foreign company to obtain a compliance adviser that is established with the exchange.
[Last updated: 1 January 2024, unless otherwise noted]
Transferability. 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 the listing. However, lock-up agreements with underwriters are common in Belgium in connection with public offerings, and (subject to certain conditions) Belgian law provides for mandatory lock-ups for shares acquired during 12 months prior to the listing at a discount; however, this requirement does not apply to shares that were already listed on another market or exchange.
Accounting standards. Audited financial statements must be prepared in compliance with IFRS. However, the accounts of an issuer incorporated outside the EEA may be prepared under US, Japanese, Canadian, Chinese or South Korean GAAP or, for financial periods starting before 31 March 2016, Indian GAAP.
Financial statements. The prospectus should also include audited historical financial information, including balance sheets for the latest three financial years. Pro forma statements may be required if there has been a significant gross change in the company's position, such as a significant acquisition or merger.
Operating history. An operating history of three years is generally required.
Minimum holders/trading price. There are no requirements for a listed company to have and/or maintain a number of security holders or a minimum trading price for its securities.
Management continuity. Euronext Brussels does not require any specific period of continuity of management.
[Last updated: 1 January 2024, unless otherwise noted]
To admit shares to Euronext Brussels, a final prospectus approved by the competent authority (in most cases the Belgian Financial Services and Markets Authority, or FSMA) must be submitted to Euronext Brussels. The following is a fairly typical process and timetable for an IPO of an issuer on Euronext Brussels:
[Last updated: 1 January 2024, unless otherwise noted]
The Euronext rule book and the local rules for Euronext Brussels do not contain specific corporate governance provisions. Separate corporate governance rules are set out in the Belgian Company and Associations Code and the Belgian Code on Corporate Governance for listed corporations. These rules apply only to Belgian companies and include rules and guidelines regarding:
- The composition of the board of directors, including in terms of gender diversity and independent directors.
- The appointment of an audit committee, nomination committee and remuneration committee within the board of directors.
- The remuneration of directors and officers.
- Related party transactions.
There are no residency requirements for directors or officers.
A company listed on Euronext Brussels must comply with the Belgian requirements implementing the European Transparency Directive. These include recurrent and occasional disclosure and reporting obligations to the market and the FSMA. Additional disclosure and reporting obligations apply vis-à-vis Euronext.
[Last updated: 1 January 2024, unless otherwise noted]
A company seeking to list must pay both initial listing fees (comprising a fixed fee of €20,000 (approx. US$22,100)) and a variable fee) and annual fees. The initial listing fee for shares depends on the market capitalization of the issuer. For example, for issuers with a market capitalization between €100 million and €200 million (approx. US$110.50 million to US$221.00 million), the maximum fee can go up to €125,500 (approx. US$138,678). Additional shares listed subsequently will require additional payments. The fee for a technical listing on Euronext, consisting of a listing without a public offering or private placement by a company already listed in another country, is capped at €371,000 (approx. US$409,955). The annual fee is based upon the number of shares issued and market capitalization; fees range from €4,240 (approx. US$4,685) up to maximum €82,700 (approx. US$91,384) for large issuers. The FSMA will charge a fee upon approval of the prospectus and certain other actions or filings. The fees depend on the type of filing or approval requested.