[Last updated: 1 January 2024, unless otherwise noted]

Under the Listing Rules, an issuer of equity securities, preference shares or certificates representing equity securities must have a sponsor when it makes an application for listing and for the duration of such listing.

Unlike the UK Listing Rules, the Listing Rules do not impose any particular obligations on a sponsor on a continuous basis and do not require the sponsor to actively supervise an issuer, but a sponsor will generally only act where it can be sure the issuer will comply with the Listing Rules because of reputational risk. The following list sets out some of the specific circumstances in which the sponsor is required to take particular action under the Listing Rules:

• In the case of any application for listing which requires the production of a prospectus, the sponsor must satisfy itself, to the best of its knowledge and belief, having made due and careful enquiry of the Company and its advisers, that it has satisfied all applicable conditions for listing and other relevant requirements of the Listing Rules.
• For each transaction in respect of which it acts as sponsor in accordance with the Listing Rules, submit to Euronext Dublin at an early stage (and, in any event, no later than the date on which any documents in connection with the transaction are first submitted to Euronext Dublin for approval) a confirmation of independence in the prescribed form.
• The sponsor must provide to Euronext Dublin any information or explanation known to it in such form and within such time limit as Euronext Dublin may reasonably require for the purpose of verifying whether Listing Rules are being and have been complied with by it or by the issuer.
• Advise Euronext Dublin in writing without delay of its resignation or dismissal, giving details of any relevant facts or circumstances.
• If Euronext Dublin so requests, on the appointment of a new director, the sponsor must confirm to Euronext Dublin in writing that it is satisfied that the director has had explained to him by the sponsor or other appropriate professional adviser the nature of his responsibilities and obligations as director of a listed company under the Listing Rules.
• For a new applicant for listing, the sponsor must submit a letter setting out how the applicant satisfies the conditions for listing and the sponsor must lodge with Euronext Dublin all supporting documents.

Inside Information

Once listed, an issuer will be subject to a continuous disclosure requirement designed to prevent the creation of a false market in the company's securities under the Market Abuse Regulation (EU) No. 596/2014 (MAR) and the Market Abuse Directive 2014/57/EU. The company will be required to publicly disclose any inside information that concerns the company.

Broadly, inside information is information which:

• Is of a precise nature (that is, it deals with circumstances which exist or may reasonably be expected to come into existence and is specific enough to make conclusions as to the possible effect on price).
• Is not publicly available.
• Is likely to have a significant effect on price.

In determining the likely price significance of information, a company should assess whether the information in question would be likely to be used by a reasonable investor as part of the basis of his or her investment decisions.

Inside information should be disclosed through a Regulatory Information Service and the company must make the information available on its internet site and keep it there for a period of five years.

A company whose financial instruments are also listed or admitted to trading on any foreign stock exchange or regulated market must take reasonable care to ensure that the disclosure of inside information is synchronized as closely as possible in each jurisdiction.

A company may delay the disclosure of inside information where: (i) the issuer considers that public disclosure of inside information might prejudice the issuer's legitimate interests; (ii) to do so would not be likely to mislead the public; and (iii) the issuer is able to ensure the confidentiality of the information.

Other Disclosures

In addition to the continuous disclosure regime there are a number of specific requirements that listed companies and certain other persons must comply with. These include:

• A shareholder must notify the issuer when its percentage of voting rights in the issuer held reaches, exceeds or falls below 3% (and each 1% thereafter) as soon as possible (and not later than four trading days in the case of a non-Irish issuer and two trading days in the case of an Irish issuer) after learning of the relevant acquisition or disposal. The company must then publicly disclose this information as soon as possible and in any event by not later than the end of the third trading day following receipt of notification (in the case of a non-Irish issuer) and the trading day following receipt of the notification (in the case of an Irish issuer).
• The company must disclose the total number of voting rights attaching to shares for each class admitted to trading at the end of every month in which there has been a change.
• Any proposed change in its capital structure (including that of its listed debt securities), redemption of listed shares, extension of time granted for the currency of temporary documents of title and the results of any new issue of listed equity securities or of a public offering of existing shares must all be publicly disclosed as soon as possible.
• Persons discharging managerial responsibilities and persons closely associated with them must notify the company and the CBI promptly and no later than three business days after the date of the transaction of the occurrence of all transactions conducted on their own account in the shares of the company. An Irish incorporated company must then disclose this information as soon as possible and in any event by no later than two business days after receipt of the notification.
• The company must send to Euronext Dublin copies of (a) all circulars, notices, reports or other documents to be sent to shareholders, at the same time as they are issued and (b) all resolutions passed by the company, other than those concerning ordinary business at an AGM, as soon as possible after the relevant meeting. The company can satisfy the requirement to send copies of documents to Euronext Dublin by disclosing the unedited full text of the document through an announcement via a Regulatory Information Service permitted by Euronext Dublin.
• If the company becomes aware that the proportion of any class of its listed shares in the hands of the public generally has fallen below 25% (or any lower percentage agreed by Euronext Dublin) it must inform Euronext Dublin as soon as possible.
• A company must publish notices or distribute circulars concerning the allocation and payment of dividends.
• A company has an overriding obligation to comply with the Listing Principles, which are general fairness-type principles designed to assist a listed company in identifying its obligations and responsibilities under the rules that apply to it as a result of the listing.
• The following additional ongoing obligations also apply:
  • A company must carry on an independent business as its main activity at all times.
  • A company that has a controlling shareholder must (1) have in place at all times a relationship agreement with the controlling shareholder and a constitution that allows the appointment of independent directors to be approved by separate resolutions of: (i) the shareholders as a whole; and (ii) the independent shareholders; and (2) include an annual confirmation in its annual report that it has entered into a relationship agreement and the independence provisions in the agreement have been complied with (or, if this is not the case, an explanation of the background and reasons for the non-compliance).
  • A company must notify Euronext Dublin without delay if it is not complying with the independent business or controlling shareholder requirements described above or if it or any controlling shareholder is not complying with the independence provisions contained in a relationship agreement.
  • Transactions with a related party (including substantial shareholders, previous directors and associates of these parties) must be notified to Euronext Dublin and, in some instances, notified to a regulatory information service and approved by shareholders.
  • Substantial transactions must be notified to a regulatory information service and, in some instances, approved by shareholders.
  • Decisions of the board on dividends or interest payments on listed securities must be publicly disclosed.
  • Any decision by the board to submit to shareholders a proposal that the company be authorized to purchase its own equity shares, other than the renewal of an existing authority, must be publicly disclosed as soon as possible, giving details of the nature of the authorization being sought. The outcome of the shareholders' meeting must also be disclosed as soon as possible. In addition, any purchases of a listed company's own equity shares must be publicly disclosed as soon as possible, and in any event no later than 7.30 a.m. on the business day following the calendar day on which the purchase occurred.
  • A company must publicly disclose as soon as possible (and in any event by the end of the business day following the decision or receipt of notice about the change) any change to the board including:
    • The appointment of a new director.
    • The resignation, removal or retirement of a director.
    • Important changes to the role, functions or responsibilities of a director.

    The disclosure must state the effective date of the change if it is not with immediate effect. If the effective date of the change is not yet known this should be stated and a further disclosure made as soon as the effective date has been decided. In the case of an appointment, the notification must also state whether the position is executive, non-executive or chairman and the nature of any specific function or responsibility.

  • A company must publicly disclose certain information in respect of any new director appointed to the board including:
    • Details of all directorships held by such director in any other publicly quoted company at any time in the previous five years, indicating whether or not the individual is still a director.
    • The details relating to such matters as any unspent criminal convictions and bankruptcies of such director,

    or an appropriate negative statement. Disclosure must be made as soon as possible following the decision to appoint the director and in any event within five business days of the decision.

  • In respect of a current director, a company must publicly disclose as soon as possible any change in the details previously disclosed, including any new directorships held by the director in any other publicly quoted company.

Public disclosure for Irish-listed companies is typically made through Regulatory Information Services permitted by Euronext Dublin. These organizations receive announcements from issuers and then disseminate the full text of these to secondary information providers such as Bloomberg and Reuters. Disclosure to a Regulatory Information Service will fulfill a company's requirement for public disclosure. In some circumstances, a listed company is also obliged to make information available on its website (such as its annual report and results of shareholder meetings).

Secondary Listings

Foreign companies and Irish companies with primary listings elsewhere are generally the only types of companies that can avail of a secondary listing on Euronext Dublin. A company with a secondary listing is subject to fewer initial and ongoing obligations, which include:

• Initial applications:
  • The company is subject to the same application process as companies that are applying for a primary listing (this includes documents and timelines for submission in connection with the application, payment of fees and the provision of information to Euronext Dublin).
  • A minimum of 25% (or such lower percentage agreed by Euronext Dublin) of the class of shares to be listed distributed to the public in one or more EEA states (this is the "free float" requirement as described above in respect of companies with a primary listing).
  • Foreign incorporated companies must generally be listed in its country of incorporation or where a majority of its shares are held.
  • The company must also have a sponsor when making the application and for the duration of the listing.
• Ongoing obligations:
  • The "free float" requirement must be complied with at all times.
  • Further issues of securities of the same class must be admitted to listing as soon as possible and in any event within one year of the issue.
  • Copies of circulars, notices, reports or other documents to which the listing rules apply and all special resolutions passed by the company must be forwarded to Euronext Dublin and a regulatory information service notified with the contents of the document or of the company having forwarded the document.
  • A company with a secondary listing must also consider its obligations under EU market abuse and transparency legislation.
  • Where Ireland is a host member state for that company under transparency legislation and where 200 or more shareholders are resident in Ireland or 10% or more of the shares are held by shareholders resident in Ireland, the company must appoint a registrar in Ireland.
  • A Regulatory Information Service must be notified for any changes relating to the company's capital.

Financial statements

A company must publish an annual financial report not later than four months after the end of its financial year. The report must remain publicly available for at least 10 years. The report must include the audited financial statements, a management report and responsibility statements.

For a company which is required to prepare consolidated accounts, the audited financial statements must comprise consolidated accounts prepared in accordance with IFRS and accounts of the parent company prepared in accordance with the laws of the State in which the parent is incorporated.

These financial statements must be audited in accordance with the auditing standards applicable in an EEA State and the audit report must be reproduced in full as part of the annual financial report.

Where a foreign company is incorporated in a country or territory that is not an EEA State, it must ensure that the person who provides the audit report is either:

• Entered on the register of third country auditors kept for the purposes of the Companies Act 2014.
• Eligible for appointment as a statutory auditor under the Irish Companies Act 2014.
• Approved by the competent authority of another EEA State to carry out audits of annual or consolidated accounts.

The management report must contain a fair review of the company's business and a description of the principal risks and uncertainties facing the company and must otherwise comply with more detailed requirements set out by the CBI in its role as competent authority under the Transparency Directive (Directive 2004/109/EC).

Responsibility statements must be made by the persons responsible within the company (whose names and functions must be clearly indicated) and set out that, to the best of the knowledge of each person making the statement, the financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss of the company and its consolidated undertakings, taken as a whole; and the management report includes a fair review of the development and performance of the business and the position of the company and its consolidated undertakings, taken as a whole, together with a description of the principal risks and uncertainties that they face.

All listed companies must also include in its annual report a report to the shareholders by the board containing details of the unexpired term of the director's service contract of any director proposed for election or re-election at the next annual general meeting, or a statement that such director has no service contract.

The auditors' report on the company's financial statements must cover some of these disclosures. If the company has not made the requisite disclosures, the report must include, to the extent possible, a statement giving details of the non-compliance.

The EU Corporate Sustainability Reporting Directive is applicable in Ireland. For financial years commencing on or after 1 January 2024 (reporting year 2025), large issuers with over 500 employees listed on Euronext Dublin will be in scope and will have to include additional sustainability information in the directors’ report in accordance with European Sustainability Reporting Standards.  

Interim financial statements

As well as the annual financial report described above, the company must also publish a half-yearly financial report covering the first six months of the financial year. The report must be published not later than three months after the end of the period to which it relates, and must remain publicly available for at least 10 years.

The half-yearly financial report must contain: a condensed set of financial statements, an interim management report and responsibility statements.

The half-yearly financial report must contain (a) an indication of important events that have occurred during the first six months of the financial year (and their impact on the condensed set of financial statements); and (b) a description of the principal risks and uncertainties facing the company for the remaining six months of the financial year and must otherwise comply with the detailed requirements set out by the CBI.

If the half-yearly financial report is not audited, a company must make a statement to this effect in the report.

The accounting policies and presentation applied to the half-yearly figures must be consistent with those applied in the latest published annual accounts, unless Euronext Dublin otherwise agrees or the accounting policies and presentation are to be changed in subsequent annual accounts.

Certain companies active in the extractive and primary logging of forestry industries are expected to be required to prepare a report annually on the payments that they make to governments each financial year for financial years beginning on or after 1 January 2015.

Insider dealing

The Irish market abuse regulations (European Union (Market Abuse) Regulations 2016, as amended) reflects Ireland's implementation of the Market Abuse Regulation (EU) No. 596/2014 (MAR) and the Market Abuse Directive 2014/57/EU. The Irish market abuse regulations provide that it is a criminal offence for an individual who has inside information, to deal in securities on Euronext Dublin or another regulated market, or through a professional intermediary, or to encourage another person to deal in such securities. It is also a criminal offence for an insider to disclose the information to another person, other than in the proper performance of their employment, office or profession. For an offence to be committed, the individual must know that the information is inside information and he must have knowingly acquired it from an inside source. There are also offences of encouraging dealing and disclosure by persons who have inside information.

For these purposes, inside information is, broadly speaking, specific or precise unpublished information relating to a particular issuer or particular securities which, if made public, would have a significant effect on the price of any securities. It should be noted that a director who knowingly has inside information about his company, or any other company with which his company has dealings, would be an insider for the purposes of the insider dealing legislation.

The penalty for an offence under the Irish market abuse regulations is a maximum fine of €10 million (approximately US$11.05 million) or imprisonment for a maximum of 10 years, or both. There are a number of defenses, but it should be noted that these are normally restrictively interpreted and the burden of proof lies with the defendant.

Market abuse

The civil prohibition on market abuse in the Irish market abuse regulations works in tandem with the criminal sanctions against insider dealing and market manipulation and extends the reach of the regulator to all market participants (whether or not authorized).

Under the Irish market abuse regulations, the CBI, as regulator of the financial markets, is empowered to decide that certain conduct constitutes market abuse. It can then impose fines of up to €15 million (approximately US$16.58 million), or 15% of the total annual turnover of a legal person, or up to €5 million (approximately US$5.53 million) in the case of an individual, and/or other penalties.

Broadly speaking, market abuse may be described as insider dealing, the unlawful disclosure of inside information and market manipulation in relation to any qualifying investments admitted to trading on a prescribed market or in respect of which a request has been made for admission.

MAR provides that there are certain safe harbors from market abuse for certain behavior including buy-backs of securities and stabilisation, provided the specified conditions are satisfied.

The CBI may institute proceedings not only for direct engagement in market abuse but also for acts or omissions which require or encourage another to engage in behavior which would constitute market abuse if engaged in by the person who encouraged the other.

It should be noted that proof of intent to engage in market abuse is not required: it is sufficient that the behavior satisfies the criteria for market abuse.

The requirements in this section do not vary from what would be expected of a domestic company.

Dematerialization of shares

The EU Central Securities Depositories Regulation (EU) No. 909/2014 is directly applicable in Ireland and requires new issues of transferable securities to be represented in dematerialized (i.e. book-entry) form from 1 January 2023.  Shares issued before 1 January 2023 must be dematerialized by 1 January 2025.