Markets: where these structures are permitted

By Nadja Zehnder Published 11 August 2026 Last reviewed 18 August 2026

The instrument set is global; its legality is local. Of 58 markets screened, 12 are permissive, 32 are constrained and 14 are closed to a convertible whose conversion price is referenced to future market prices, or to a standby equity facility. What differs is not the instrument but the pricing floor, the vote, the capacity cap and the resale path.

Key takeaways

Only 12 markets are permissive. The United States, the United Kingdom, Ireland, France, the Netherlands, Luxembourg, Italy, Sweden, Norway, Poland, Australia and Singapore. Everywhere else the structure is modified or unavailable.
Closed is usually a formula, not a ban. India, China and Taiwan each prescribe a minimum price computed from a past trading average, which a price that refixes downward can never satisfy.
Par value closes more markets than regulators do. Germany, Greece, Romania, Kuwait and Colombia floor the issue price at nominal value, which for a fallen small cap sits above the market price.
Resale is a separate screen. Israel blocks privately allotted stock for six months and then meters it over six quarters; Taiwan freezes it for three years; Vietnam for one to three.
Permissive is not the same as uncontroversial. The AMF in France, the FSMA in Belgium and Consob in Italy have each published findings on severe dilution among issuers that used these structures.

What was screened, and how

Every market was put to the same four questions, and each answer had to come from a regulator, a rulebook or a statute.

Does a floating conversion price exist here?

Whether a convertible security may carry a conversion price referenced to future market prices, rather than fixed at issuance.
Does a standby equity facility exist here?

Whether an investor may subscribe for new listed shares on the company's demand, over time, at a price set at each drawdown.
Which specific rule governs?

Placement capacity, pre-emption, a pricing floor, a maximum discount, an approval threshold, a dilution cap or a lock-up, named and cited.
How does the stock become tradable?

The path and its conditions: registration, admission, prospectus thresholds, holding periods, and any repatriation gate behind them.

Three verdicts follow. Permissive means the structure works substantially as intended, subject to normal capacity and disclosure rules. Constrained means it works only with a material modification: a hard pricing floor, a capped discount, a mandatory vote, a dilution ceiling or a lock-up. Closed means market-referenced pricing is effectively unavailable, or that capital controls and foreign-ownership rules make the structure impractical for an outside investor. The screen itself, with its sources, its tier for every market and a confidence flag recording how much of the underlying law was read in primary form, is published as the market screen data file.

The verdicts are not spread evenly. The permissive tier is the smallest of the three and it is regionally concentrated: no market screened in the Middle East, in Africa or in East Asia is permissive, and no market in Europe is closed. Twelve markets clear the screen substantially intact; the other 46 need either a modification or a different instrument.

The tier table

Every market, its venues, its regulator, its tier, and the one rule that decides it.

Fifty-eight markets: tier and the rule that decides it
Market	Venues	Regulator	Tier	The rule that decides it
United States	Nasdaq, NYSE, NYSE American, OTC Markets	SEC	Permissive	Nasdaq Rule 5635(d): a vote for a 20% Issuance below the Minimum Price
Canada	TSX, TSXV, CSE	CSA	Constrained	TSXV Policy 4.1 s.3.3(a): conversion price never below Market Price
Brazil	B3	CVM	Constrained	Lei 6.404 art. 170: the issue price must be justified against dilution
Mexico	BMV, BIVA	CNBV	Constrained	LGTOC art. 210-bis: convertible obligations may not be placed below par
Chile	Bolsa de Santiago (nuam)	CMF	Closed	Ley 18.046 art. 25: a 30-day preferential offer over any convertible
Colombia	BVC (nuam)	SFC	Closed	Código de Comercio art. 386: the reglamento must state a price
Peru	BVL (nuam)	SMV	Constrained	Ley 26887 art. 259: pre-emption lifted only by an open-company vote
Argentina	BYMA, MAE	CNV, BCRA	Constrained	Ley 23.576 art. 12: pre-emption suppressed only on a 50% and 5% vote
United Kingdom	LSE Main Market, AIM, Aquis	FCA	Permissive	CA 2006 s.560: pre-emption is tested once, at grant of the conversion right
Ireland	Euronext Dublin, Euronext Growth	Central Bank of Ireland	Permissive	CA 2014 s.1023(7): a directors' statement must justify the amount to be paid
Germany	Frankfurt, Xetra, Scale	BaFin	Constrained	AktG s.186(3): 20% of capital, and not materially below the exchange price
France	Euronext Paris, Growth, Access	AMF	Permissive	C. com. L.22-10-52: the board may fix the price freely on delegation
Netherlands	Euronext Amsterdam, Growth	AFM	Permissive	Pre-emption excluded by the meeting or a designated board; Civil Code text not read
Belgium	Euronext Brussels, Growth	FSMA	Constrained	CCA art. 7:193: special board and auditor reports filed with the FSMA
Luxembourg	LuxSE, Euro MTF	CSSF	Permissive	Authorised capital in the articles, EU-capped at five years; 1915 Law text not read
Switzerland	SIX Swiss Exchange, BX Swiss	FINMA, SIX	Constrained	CO art. 653c(3): advance subscription rights lifted only on appropriate conditions
Austria	Wiener Borse	FMA	Constrained	AktG s.153(3): a three-quarters vote, with no simplified exclusion route
Sweden	Nasdaq Stockholm, First North, Spotlight, NGM	Finansinspektionen	Permissive	ABL 15 kap.: the only floor is quota value; each directed issue must be justified
Norway	Oslo Bors, Euronext Expand, Euronext Growth	Finanstilsynet	Permissive	Allmennaksjeloven s.10-14: board authority capped at 50% for two years
Denmark	Nasdaq Copenhagen, First North	Finanstilsynet	Constrained	Selskabsloven s.169(2): the resolution must state a tegningskurs
Finland	Nasdaq Helsinki, First North	FIN-FSA	Constrained	LLCA 9:4(1): a directed issue needs a weighty financial reason
Iceland	Nasdaq Iceland, First North	Central Bank of Iceland	Constrained (provisional)	Act 2/1995 could not be read; only the EEA framework can be stated
Italy	Euronext Milan, STAR, Growth Milan	Consob	Permissive	Civil Code art. 2441: no pricing floor, but Consob Richiamo 14/25 governs conduct
Spain	Bolsa de Madrid (SIBE), BME Growth	CNMV	Constrained	LSC: fair value presumed only within 10% of the quoted price
Portugal	Euronext Lisbon, Access	CMVM	Constrained	CSC art. 460: the board must publish the price and the criteria used
Greece	ATHEX Main Market, EN.A.	HCMC	Constrained	Law 4548/2018 art. 71: a conversion range must be voted; par is a hard floor
Poland	GPW Main Market, NewConnect	KNF	Permissive	KSH art. 433: the resolution may state the method of determining the price
Czech Republic	Prague Stock Exchange, START	Czech National Bank	Constrained	ZOK s.488: pre-emption excluded only in an important interest of the company
Hungary	Budapest Stock Exchange, Xtend	MNB	Constrained	Civil Code: a closed-circle increase must name the subscriber in the resolution
Romania	Bucharest Stock Exchange, AeRO	ASF	Constrained	Law 31/1990 arts. 92 and 216: a nominal-value floor plus a one-month preference period
Turkey	Borsa Istanbul	CMB (SPK)	Constrained	Pay Tebligi VII-128.1: allocated increases priced at a floor, not a discount
Israel	TASE; many issuers dual-listed on Nasdaq	ISA	Constrained	Securities Law s.15C: a six-month block, then six quarters of capped selling
United Arab Emirates	DFM, ADX (onshore)	CMA (formerly SCA)	Closed	Commercial Companies Law: the regulator consents and prescribes the premium formula
Saudi Arabia	Saudi Exchange (Tadawul), Nomu	CMA	Constrained	ROSCO: a 15% conversion ceiling and one private placement per twelve months
Qatar	Qatar Stock Exchange, QEVM	QFMA	Closed	Board Decision 8 of 2025: every offering approved individually, no refixing regime
Kuwait	Boursa Kuwait	CMA Kuwait	Closed	Companies Law 1/2016: an assembly resolution fixes the amount and manner of every increase
Australia	ASX	ASIC, ASX	Permissive	ASX Listing Rule 7.1: 15% placement capacity, plus 10% under Rule 7.1A
New Zealand	NZX Main Board	FMA, NZX	Constrained	NZX Rule 4.11.1(e): conversion at least 85% of Average Market Price
South Africa	JSE; A2X, Cape Town Stock Exchange	JSE, FSCA	Constrained	JSE: maximum 10% discount to the 30-business-day VWAP, measured at issue
Nigeria	NGX, NASD OTC	SEC Nigeria	Closed	Securities are registered and the offer documents approved before the offer is made
Kenya	Nairobi Securities Exchange	CMA Kenya	Closed	2023 Regulations: private offers capped at 100 investors, 24-month repeat bar
Egypt	EGX, Nilex	FRA	Closed	Companies Law 159/1981: the extraordinary general assembly fixes the price
Morocco	Bourse de Casablanca	AMMC	Closed	Loi 17-95: only the AGE may lift the DPS and fix the issue price
Japan	TSE Prime, Standard, Growth	FSA, JPX	Constrained	TSE Rule 434: conversion capped at 10% of listed shares per calendar month
South Korea	KOSPI, KOSDAQ, KONEX	FSC, FSS	Constrained	Issuance Regulation art. 5-23: refixing floored at 70% of the initial price
China	Shanghai, Shenzhen, Beijing	CSRC	Closed	CSRC refinancing rules: not below 80% of the 20-trading-day average
Hong Kong	HKEX Main Board, GEM	SFC, HKEX	Constrained	Rule 13.36(5) and (6): initial conversion price within 20% of the benchmark
Taiwan	TWSE, TPEx	FSC	Closed	Securities and Exchange Act art. 43-8: private placements frozen for three years
India	NSE, BSE, NSE Emerge, BSE SME	SEBI	Closed	ICDR reg. 164: not below the higher of the 90-day and 10-day VWAP
Singapore	SGX Mainboard, Catalist	MAS, SGX RegCo	Permissive	Mainboard Rule 811: maximum 10% discount to the full-day VWAP at signing
Malaysia	Bursa Malaysia Main, ACE, LEAP	SC, Bursa	Constrained	Bursa Chapter 6: a 10% mandate and a 10% cap on the discount to the VWAMP
Indonesia	Indonesia Stock Exchange	OJK	Constrained	POJK 38/2014: non-pre-emptive increases capped at 10% of paid-up capital
Thailand	SET, mai	SEC Thailand	Constrained	SET: below 90% of market price triggers a one-year silent period
Philippines	PSE Main Board, SME Board	SEC Philippines, PSE	Constrained	PSE Article V: a 10% to 35% creeping issue needs a rights or public offering
Vietnam	HOSE, HNX, UPCoM	SSC	Closed	Decree 155/2020: privately placed stock restricted for one to three years
Pakistan	Pakistan Stock Exchange	SECP	Constrained (provisional)	Further Issue of Shares Regulations 2020: special resolution plus a valuation
Sri Lanka	CSE Main, Diri Savi, Empower	SEC Sri Lanka	Constrained (provisional)	CSE Listing Rules Section 5: further issues are discrete, approved events
Bangladesh	DSE, CSE Chittagong	BSEC	Closed	A BSEC consent regime, a distribution quota and a lock-in on converted stock
Screened August 2026 and current at that date only. Rulebooks change and several items screened are proposals, not law. Provisional marks a verdict that rests on an absence of located evidence rather than on a rule we can name: the market has not been established either way, and the tier should be read as a holding position. General information, not legal advice, and not an offer, a quote, or a rate card.

Permissive: 12 markets

The structure works substantially as intended, subject to normal capacity and disclosure rules. That is a statement about law, not desirability: France, Italy and Belgium sit in three different tiers, yet all three regulators have published findings on what these instruments did to the issuers that used them.

Constrained: 32 markets

The structure works only with a material modification, and the modification differs sharply. Germany's is a par-value floor at every conversion, Japan's a 10% monthly conversion cap, Israel's a resale block, Saudi Arabia's a 15% dilution ceiling, New Zealand's a capped discount in the listing rules.

Closed: 14 markets

Market-referenced conversion pricing is effectively unavailable, or capital controls and approval architecture make the structure impractical for an outside investor. These pages exist to say so plainly and to set out what is possible instead. They are not sales pages.

Four patterns worth knowing before you read a page

A minimum price is the commonest way a market closes

India, China and Taiwan each compute a floor from a past trading average and forbid issuing beneath it. A conversion price that refixes downward is not a discount to that floor, it is a breach of it, so no drafting solves the problem. Colombia goes further and requires a stated price in a pre-approved subscription regulation.

Par value is a hidden floor, and it binds the issuers who need this most

Germany, Greece, Romania, Kuwait and Colombia floor the issue price at nominal value. A company whose shares have fallen far enough to need a facility is often trading below its own par, which makes the structure unlawful until it reduces capital or reverse-splits. That is a separate corporate action, and it comes first.

Pre-emption decides Europe; capacity decides Asia-Pacific

In Chile, Argentina, Portugal, Austria and the Czech Republic the argument is whether shareholders' subscription rights can be lifted at all, and on what majority. In Australia, Hong Kong, Singapore, Malaysia and Indonesia it is how much stock is left inside a standing mandate. Both settle before price.

The exit is a separate screen from the entry

Israel, Taiwan, Vietnam, China and Bangladesh all permit a placement and then immobilise the resulting stock. Thailand meters the lock to the discount: price below 90% of market and a one-year silent period attaches. Where economics depend on recycling capital, the resale rule is the binding one.

Working note

A listing here is a statement of law, not of capability or appetite. Publishing a market page does not mean we transact in that market, hold any licence there, or have done business there. Several pages exist to explain why the structure does not work locally, and a constrained or closed page says so rather than offering a workaround.

General information, not legal advice. This directory and the market pages beneath it describe statutes, listing rules and resale mechanics in general terms, at a point in time, and several entries carry items the screen could not verify against a primary source. Rules change, and application turns on facts specific to the issuer. Take advice from qualified securities counsel in the relevant jurisdiction before acting on anything here.

Where to go next

If the market is settled and the structure is not, start at the instruments hub and its comparison matrix, or with the two that travel furthest: convertible notes for listed issuers and standby and committed equity facilities. For the United States, resale is the harder half: read the Rule 144 pillar on restricted securities, resale registration on Form S-1, and whether you qualify.

Primary sources

The market directory: frequently asked questions

Where is a convertible with a market-referenced conversion price actually permitted?

Twelve of the 58 markets screened are permissive, meaning the structure works substantially as intended subject to normal capacity and disclosure rules. Thirty-two are constrained: they permit it only with a material modification such as a pricing floor, a capped discount, a mandatory shareholder vote, a dilution ceiling or a lock-up. Fourteen are closed.

What makes a market closed rather than merely constrained?

One of two things. Either a mandatory pricing formula makes a floating or refixing conversion price unlawful, which is the position in India, China and Taiwan. Or the structure survives on paper and dies in practice, because capital controls, distribution quotas or multi-year transfer restrictions stop an outside investor recycling capital.

Does a market appearing here mean you fund issuers in it?

No. A market page is a statement of law, not of capability or of appetite. Many of these pages exist to explain why the structure is unavailable and what an issuer there might do instead. Nothing on this site is an offer, and no transaction is agreed until definitive documents are signed.

Which single question matters most before terms are discussed?

Whether the price can still move after signing. In the United States that is a shareholder-approval test rather than a formula. In India, China and Taiwan it is a mandatory minimum price. In Australia, Hong Kong and Singapore it is placement capacity read together with a maximum discount.

How current is this screen?

Every market page carries a published date and a last reviewed date, and the screen behind it is dated to the same review. Rulebooks in this field move quickly, several items screened are proposals rather than law, and every threshold must be checked against the primary source before anyone relies on it.

Markets: where these structures are permitted, constrained or closed