Principal listing and maintenance requirements and procedures
Principal listing and maintenance requirements and procedures

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

The listing requirements are set forth in Act No. 256/2004 Coll., the Czech Capital Market Act and in the Prague Stock Exchange Rules and Regulations (including the Conditions for the Admission of Shares for Trading on the Prime Market of the Exchange) (referred to as the Rules of the PSE), which are available on the PSE's website.

There are very few differences in listing requirements of the Prime Market, Standard Market and Free Market between foreign and domestic companies and there are no jurisdictions of incorporation or industries that would not be acceptable for a listed company.

A foreign issuer needs to submit, together with its application, a statement declaring that its legal status complies with the legal code of the country where the issuer has its registered office and that the shares comply with the legal code of the country in which they have been issued. As regards issues admitted for trading on multiple European regulated markets which wish to be dual listed, the name and address of the relevant capital markets supervisory authority must be provided. The domestic or foreign regulated market on which the issue is traded or on which an application was filed for admission to trading, including the date of admission, must also be specified.

There are no particular financial requirements in terms of profits, revenues or cash flows to be met in order to obtain a listing. There is no minimum market capitalization of the shares for companies applying for admission to the EU-regulated market (the Prime Market or the Standard Market), however, if such companies wish to be listed on the Prime Market or Standard Market operated as "official markets" (that is, not "regulated markets"), they must fulfil certain stricter statutory conditions. Such conditions include that companies must satisfy a requirement that at least 25% of the issued shares are freely tradeable by the public (free-float) and the market capitalization of their shares must amount to a sum in Czech crowns equivalent to at least €1 million (approx. US$1.11 million). However, this minimum amount plays only a small role in practice, since all the listed companies have a much higher market capitalization.

There are no ongoing financial requirements that must be met by the issuer in order to maintain a listing on the exchange.

In order to list its securities, the company does not need to demonstrate a particular length of trading history or a particular length of time in operation. Generally, the application for admission to the Prime Market must contain unconsolidated or consolidated regular financial statements of an issuer for the last three fiscal years before the submission of the application, or both unconsolidated and consolidated regular financial statements of an issuer, depending on which of them the issuer produces, compiled in compliance with valid, generally binding legal regulations. However, if the issuer has been in existence in its current legal form for less than three years, it may submit financial statements of its legal predecessor or statements from the time of the company's founding.

No other conditions as to the operation history apply for admission to one of the PSE trading markets. Holding companies may therefore serve as a listing vehicle immediately prior to the listing.

There are no ownership requirements specifically applicable to a listing of a foreign company's securities, in terms of holders of a particular nationality or size of individual shareholdings.

There are no corporate governance requirements that a company must meet in order to qualify to list its securities on the PSE. The only relevant obligation is that the issuer applying to list its shares on the Prime Market or Standard Market must submit any codes of corporate control and management, which are mandatory or voluntarily complied with by the issuer.

There is no requirement specifically to appoint a sponsor or a broker for the listing. However, it is market practice for the issuer to appoint a broker and a law firm experienced in capital markets law in connection with its listing.

A company does not need to conduct any interviews with the PSE. However, it is good market practice for the representatives of the appointed broker and the law firm to meet several times with the PSE before the listing to discuss the process, organization and timing of all steps before the application for listing is made.

There is no requirement for listed companies to have or maintain a specific minimum number of security holders or to have or maintain a minimum trading price for their securities.

There is no requirement for any shares to be placed into escrow (or otherwise be restrained from being traded, such as through "lock-in" or "lock-up" arrangements) in connection with the listing. However, for market reasons, the underwriters may ask for undertakings from existing shareholders not to sell their shares for a certain period of time and may also ask the company to agree not to issue further shares for an agreed period of time.

Normally, whilst a company applying for a listing does not need to fulfil any specific free float requirements, it is usual that during the pre-listing stage, the amount of free float is agreed with the PSE representatives in order to allow sufficient liquidity for trading. However, if a company applies for a listing on the Prime Market or the Standard Market operated as "official markets", more stringent statutory rules apply and such company must distribute a minimum of 25% of the class of its shares to be listed to the public in one or more EEA states. This free float requirement can, in practice, be lowered in the case of very large issues which secure sufficient liquidity for trading.

There are no restrictions on the currency denomination of securities.

The securities to be listed or traded must be freely transferable. It is a market practice that dematerialized (book-entry) securities of Czech issuers are registered with and settled through the Czech Central Depository, a subsidiary of the PSE, through one of its participants (usually the same bank or broker that provides consultancy services with the PSE). In the case of shares in foreign companies, the securities are usually registered with a foreign central depository and, to allow their settlement in connection with the listing, such depository is either connected directly to the Czech Central Depository or there is an intermediary foreign depository that has a direct settlement link with both the Czech Central Depository and the foreign central depository that keeps the register of the shares.

Normally, a company applying for a listing does not need to obtain a compliance adviser that is established with the PSE. However, as mentioned above, it is a usual market practice that both a broker as well as a law firm are engaged in this process.

In addition to the details above, there are two further considerations when applying for admission of securities to the PSE's unregulated trading markets: (i) any issuer applying for admission of shares to the Start Market must have a guarantor for the issue that is a trading member with the PSE (the role of such guarantor is to assist the issuer in entering this market; the guarantor formally checks all the particulars of the application for admission to the Start Market, including the relevant annexes, and also oversees compliance with the disclosure duty of the issuer); and (ii) any issuer applying for admission of shares to the Free Market must either fulfil the conditions for this admission or otherwise obtain a guarantee from a trading member with the PSE.