{ "name": "Issuer Financing market screen", "url": "https://issuerfinancing.com/markets", "description": "Screen of 58 markets for whether a market-referenced (floating) conversion price and a standby equity facility are available to a listed issuer. Tiers: PERMISSIVE the structure works substantially as intended; CONSTRAINED it works only with a material modification; CLOSED market-referenced pricing is effectively unavailable, or capital controls make the structure impractical.", "screenedAt": "2026-08", "lastReviewed": "2026-09-10", "disclaimer": "General information, not legal advice, and not an offer, a quote, or a rate card. Current at the screening date only. The confidence flag records how much of the underlying law was read in primary form: high, medium or low. A market carrying \"low\" should be treated as a screen to be confirmed with local counsel rather than as a finding. Publishing a market page is not a representation that the structure is available in that market: CONSTRAINED and CLOSED entries say plainly that it is not.", "tierCounts": { "PERMISSIVE": 12, "CONSTRAINED": 32, "CLOSED": 14 }, "confidenceCounts": { "high": 9, "medium": 31, "low": 18 }, "markets": [ { "country": "United States", "slug": "united-states", "exchanges": "Nasdaq (Global Select, Global Market, Capital Market), NYSE, NYSE American, Cboe BZX; OTC Markets tiers (OTCQX, OTCQB, Pink)", "regulator": "US Securities and Exchange Commission (SEC); FINRA; exchange listing qualifications departments (Nasdaq, NYSE Regulation)", "tier": "PERMISSIVE", "floatingConversion": "Yes, and this is the market the structure was built in. No US securities statute fixes a conversion price; the discipline is exchange shareholder-approval law, not a pricing formula. Nasdaq Listing Rule 5635(d) requires shareholder approval before a '20% Issuance' (a transaction other than a public offering involving the sale, issuance or potential issuance of common stock, or securities convertible into or exercisable for common stock, equal to 20% or more of the common stock or voting power outstanding pre-issuance) at a price less than the 'Minimum Price', defined as the lower of (i) the closing price immediately preceding signing of the binding agreement and (ii) the average closing price for the five trading days immediately preceding signing. Nasdaq's interpretive material IM-5635-4 addresses 'Future Priced Securities' and applies to any security with variable conversion terms: because the share count is indeterminate, a floorless instrument is treated as potentially exceeding 20% unless a share cap or price floor is built into the document. Price-based antidilution resets that can drive the conversion price below the Minimum Price, and payment of principal or interest in stock below market, are caught on the same reasoning. NYSE Listed Company Manual 312.03(c) and NYSE American Company Guide Section 713 are the analogues. On the OTC Markets tiers there is no 20% rule at all, which is why the discounted floating convertible is predominantly an OTC-quoted instrument. The live US constraint is now on the INVESTOR, not the issuer: SEC v. Keener (11th Cir., No. 22-14237, decided 29 May 2024) affirmed that a person whose business model is buying convertible notes from microcap issuers, converting at a discount and reselling converted stock in volume is a 'dealer' who must register under Exchange Act Section 15(a)(1); the court held the dealer definition turns on business function, not on having customers.", "standbyFacility": "Yes, and this is the deepest market for it. The SEPA / SEDA / committed equity facility / equity line works on the SEC staff's equity-line doctrine: the private placement is treated as complete on signing of the binding purchase agreement, and the investor's onward sales are registered as an indirect primary offering by the issuer. Under the revised Division of Corporation Finance Compliance and Disclosure Interpretation on equity line financings, four conditions must hold: a binding agreement exists at the time of filing; the resale registration statement is on a form the issuer is eligible to use for a primary offering; there is an existing market for the securities (national exchange or ATS); and the equity line investor is named both as a statutory underwriter and as a selling shareholder. The November 2020 revision removed the older requirement that the private transaction be 'completed' before the registration statement is filed, provided the parties have agreed the share count, maximum principal amount, term and the discounted price formula. The binding capacity constraint for a small issuer is Form S-3 General Instruction I.B.6, the 'baby shelf' rule: where public float is under US$75 million, primary sales by or on behalf of the registrant on Form S-3 in any 12 calendar months are capped at one-third of public float. SEC Release 33-11418, proposed 19 May 2026 (comment period 60 days from Federal Register publication), would eliminate the one-third limitation and the US$75 million threshold outright and replace the WKSI framework with ELI/SELI categories, but as at August 2026 it is a proposal, not law.", "governingRule": "Nasdaq Listing Rule 5635(d) 20% Issuance / Minimum Price test, read with IM-5635-4 on Future Priced Securities (NYSE 312.03(c); NYSE American Company Guide Section 713); Form S-3 General Instruction I.B.6, the one-third-of-public-float cap below US$75 million float; Securities Act Section 5 and the equity-line C&DI for registering the investor's resales; Exchange Act Section 15(a)(1) dealer registration as construed in SEC v. Keener (11th Cir. 2024).", "resalePath": "Two routes, and a US deal usually plans for both. Registered: file a resale registration statement (Form S-1, or Form S-3 if eligible), name the investor as a selling shareholder and, in an equity line, as an underwriter; shares sold while the registration statement is effective and the prospectus current are freely tradable, subject to prospectus-delivery mechanics and the issuer keeping its reports current. Unregistered: Rule 144, with a six-month holding period for securities of an issuer subject to and current in its Exchange Act reporting, twelve months otherwise, and tacking back to the note date where the conversion price is fixed rather than variable. Rule 144(i) removes the rule entirely for a current or former shell company until one year after the company has filed 'Form 10 information' showing it ceased to be a shell and is current in its reports. No timeline should be promised: effectiveness turns on SEC review, and current-reporting status can lapse.", "localInstrumentTerms": "PIPE transaction (private investment in public equity); registered direct offering; standby equity purchase agreement (SEPA); standby equity distribution agreement (SEDA); committed equity facility; equity line of credit (ELOC); at-the-market program (ATM); variable rate convertible; 'Future Priced Security' (Nasdaq's own drafting in IM-5635-4); baby shelf; toxic convertible or death-spiral note (pejorative, used by the SEC and the courts).", "sources": [ "https://caselaw.findlaw.com/court/us-11th-circuit/116219817.html", "https://law.justia.com/cases/federal/appellate-courts/ca11/22-14237/22-14237-2024-05-29.html", "https://natlawreview.com/article/sec-s-division-corporation-finance-issues-updated-cdi-regarding-equity-line", "https://www.goodwinlaw.com/en/insights/publications/2026/05/alerts-practices-pca-sec-proposes-significant-changes-to-registered-offering-framework" ], "confidence": "high", "lastReviewed": "2026-09-10" }, { "country": "Canada", "slug": "canada", "exchanges": "Toronto Stock Exchange (TSX), TSX Venture Exchange (TSXV), Canadian Securities Exchange (CSE); Cboe Canada", "regulator": "Canadian Securities Administrators (the provincial commissions, principally the OSC, BCSC, ASC and AMF); the exchanges themselves as listing regulators", "tier": "CONSTRAINED", "floatingConversion": "Only in a narrow form, and the answer differs by venue - this is the fact that decides Canadian deals. On the TSXV, Policy 4.1 section 3.3(a) states that 'the minimum conversion price per share must never be less than the Market Price' and that where the convertible security has a term of more than one year, 'the minimum allowable conversion price after the first year must be the greater of the Market Price and $0.10'; the policy works its own example (Market Price C$0.07 on issuance gives a C$0.07 floor in year one and C$0.10 thereafter). Market Price is fixed when the issuer reserves the price by news release or Form 4A, so a TSXV convertible cannot be priced at a discount to a future VWAP and cannot refix downward. Section 3.3(b) caps the conversion right at five years. On the CSE, Policy 6 section 6.7(1)(c) (version as at 22 May 2025) is more open and says the conversion price for convertible debentures 'may be established at the time of issuance as a fixed price in accordance with s6.7(1)(a), or at the market price at the time of conversion, determined by the most recent closing price of the underlying security on the day of conversion' - so a genuinely market-referenced conversion price is expressly permitted on the CSE, but at market, not at a discount to it, and subject to the C$0.05 minimum in s6.7(1)(a). On the TSX, section 607(f)(iii) of the Company Manual provides that unless the conversion price is defined as at least the applicable market price at the time of conversion, the underlying listed securities are treated as issued below market price and counted into the transaction, which pulls the deal into the 607(g) test requiring shareholder approval where securities issuable exceed 25% of those outstanding at a price below market price.", "standbyFacility": "Not in the US form. Each drawdown is a fresh treasury issuance that must clear the exchange's pricing rule on its own facts: on the TSXV, Policy 4.1 section 1.6 requires the purchase price of listed shares to be not less than the Discounted Market Price, with maximum discounts of 25% up to C$0.50, 20% from C$0.51 to C$2.00 and 15% above C$2.00; the CSE table in Policy 6 is the same three bands, the 25% band being subject to a C$0.05 minimum price, with a sub-C$0.05 carve-out only where the price is not below the 20-day VWAP and the proceeds go to working capital or bona fide debt settlement. What Canada has instead is a genuine at-the-market regime: the CSA amendments to National Instrument 44-102 Shelf Distributions, effective 31 August 2020, removed both the 10% and the 25% caps on ATM distributions and codified the relief that previously had to be applied for, so an ATM off a base shelf prospectus through a registered dealer now runs without exemptive relief. That, not a SEPA, is the Canadian answer to committed on-demand equity.", "governingRule": "TSXV Policy 4.1 s.3.3(a) (conversion price never below Market Price; greater of Market Price and C$0.10 after year one) and s.1.6 (Discounted Market Price floor, 25/20/15% bands); CSE Policy 6 s.6.7(1)(a) and (c) (C$0.05 minimum; conversion at issuance-fixed price or at the closing price on the day of conversion) and s.6.2(2) (same discount bands); TSX Company Manual s.607(e), (f)(iii) and (g) (allowable discount, treatment of convertibles not priced at market-at-conversion, and the 25% shareholder-approval threshold); NI 45-106 Part 5A Listed Issuer Financing Exemption with CSA Coordinated Blanket Order 45-935; NI 45-102 s.2.5 four-month restricted period; NI 44-102 Part 9 for ATM distributions.", "resalePath": "Ordinary prospectus-exempt private placements carry a legend and a restricted period under National Instrument 45-102: no resale until four months and a day after the distribution date. TSXV Policy 4.1 s.1.5(c) adds that where convertible securities are issued in a private placement, the Exchange Hold Period starts on the distribution date of the convertible, and listed shares issued on conversion before it expires carry the unexpired remainder. Two routes give freely tradeable stock instead: securities distributed under the Part 5A Listed Issuer Financing Exemption escape the four-month hold, and securities distributed under a prospectus (including an ATM off a base shelf) are freely tradeable on issue. Part 5A base limits are the greater of C$5 million and 10% of market capitalisation to a maximum of C$10 million over 12 months; CSA Coordinated Blanket Order 45-935, effective 15 May 2025, raises those for issuers that opt in to the greater of C$25 million and 20% of the aggregate market value of listed securities, to a maximum of C$50 million, with a 50% dilution limit. The blanket order is time-limited and expiry dates differ by province (Ontario: 15 November 2026). Part 5A does not extend to convertible debentures - it covers listed equity securities, or units of listed equity securities and warrants - so debenture financings stay in private-placement territory with the four-month hold. A resale by a control person remains a control distribution under NI 45-102 s.2.8 regardless.", "localInstrumentTerms": "Listed Issuer Financing Exemption (LIFE); Listed Issuer Financing Document, Form 45-106F19; bought deal; short-form prospectus; private placement of units (share plus half warrant); Discounted Market Price and Market Price (defined terms in TSXV Policy 1.1); Price Reservation Form (Form 4A); Private Placement Notice (Form 4B); Exchange Hold Period; convertible debenture; at-the-market distribution (ATM); accredited investor exemption (NI 45-106 s.2.3); cleansing of the four-month hold.", "sources": [ "https://www.tsx.com/en/resource/435", "https://cms.thecse.com/wp-content/uploads/2025/01/CSE-Policy_6_-_Distributions_Corporate_Finance.doc-as-of-May-22-2025.pdf", "https://www.blg.com/en/insights/2023/05/how-to-price-an-offering-on-the-tsx", "https://www.mltaikins.com/insights/private-placements-for-cleantech-companies-on-the-tsxv/", "https://www.osc.ca/en/securities-law/instruments-rules-policies/4/45-935/csa-notice-regarding-coordinated-blanket-order-coordinated-blanket-order-45-935-exemptions-certain" ], "confidence": "high", "lastReviewed": "2026-09-10" }, { "country": "Brazil", "slug": "brazil", "exchanges": "B3 (Brasil, Bolsa, Balcao), including the Novo Mercado, Nivel 2, Nivel 1 and Basico listing segments", "regulator": "Comissao de Valores Mobiliarios (CVM); Banco Central do Brasil (BCB) for non-resident investment and foreign exchange", "tier": "CONSTRAINED", "floatingConversion": "Not prohibited, but it collides with a statutory fair-pricing duty and there is no established market for it. Article 57 of Lei 6.404/1976 lets the deed of issue (escritura de emissao) of a debenture conversivel set 'as bases da conversao', so a formula rather than a fixed number is contemplated by the statute. The constraint is Article 170 paragraph 1, which requires the issue price of shares to be fixed without unjustified dilution of existing shareholders, taking into account alternatively or jointly (i) the prospects of profitability, (ii) net asset value per share, and (iii) the market quotation of the shares, with a premium or discount admitted according to market conditions, and requires the chosen criterion to be justified in detail. Brazilian practice reads that as a duty to justify the discount economically, which a floorless discount to a future VWAP cannot easily satisfy. What is actually done in the market is a formula measured at issuance: recent B3 convertible issues have used a trailing VWAP window ending at or shortly before the issue date (for example a 90-day VWAP to a stated date, or a percentage of the 30-day VWAP before issuance) to set a conversion price that is then fixed. A conversion price that refixes downward against a post-issuance measurement period is not standard and should be treated as untested with the CVM.", "standbyFacility": "Difficult, because of preemption. Article 171 gives shareholders a preemptive right in a capital increase, exercisable over a period the statute sets at not less than 30 days, and paragraph 3 extends that right to the subscription of convertible debentures, subscription bonuses (bonus de subscricao) and other securities convertible into shares. Article 172 is the only escape: a listed company whose bylaws contain authorised capital may issue shares, convertible debentures or bonus de subscricao without preemptive rights, or with a shortened period, only where the placement is made (I) by sale on a stock exchange or by public subscription, or (II) in exchange for shares in a public offer to acquire control. A negotiated, on-demand subscription by a single named investor is neither. The workable route is therefore a registered offering: CVM Resolution 160, in force since 2 January 2023, replaced Instrucoes 400, 471 and 476 and created a rito de registro automatico under which a listed category A issuer can launch on the date of filing without prior CVM review, and Article 53 gives existing shareholders a priority right of five business days in any offering with a restricted target audience that carries dilution risk. That five-business-day priority, repeated at every drawdown, is what makes a rolling facility awkward rather than impossible.", "governingRule": "Lei 6.404/1976 Article 170 paragraph 1 (issue price fixed without unjustified dilution, on justified criteria of profitability, net asset value and market quotation); Article 171 including paragraph 3 (preemptive rights, extended to convertible debentures and subscription bonuses, minimum 30-day period); Article 172 (exclusion of preemption only where the bylaws authorise capital and the placement is by stock-exchange sale or public subscription); Article 57 (bases of conversion set in the escritura de emissao); CVM Resolution 160 Article 53 (five-business-day priority right in dilutive restricted-audience offerings) and Article 86 (secondary-trading restrictions).", "resalePath": "Shares issued on conversion are admitted to trading on B3 and are not subject to a statutory holding period as shares. The restriction bites on the offering, not the security. Under CVM Resolution 160 Article 86 the restrictions on secondary trading depend on the security and the target audience of the offering: for an automatic-rite offering placed exclusively with professional investors, resale may be made to qualified investors only after three months from the closing date of the offering, and to the general public only after six months from that date. Subsequent offerings of the same security to the same target audience do not restart the clock. The 90-day lock-up that applied to restricted-effort offerings under the old Instrucao 476 no longer exists as such. Separately, a non-resident investor must hold and repatriate through the registered non-resident investment regime supervised by the BCB and CVM, which since 1 January 2025 runs under Joint Resolution No. 13 in place of CMN Resolution 4.373.", "localInstrumentTerms": "debenture conversivel em acoes (convertible debenture); bonus de subscricao (subscription warrant); aumento de capital por subscrição privada / subscricao publica (private / public subscription capital increase); capital autorizado (authorised capital); direito de preferência (preemptive right); direito de prioridade (the Resolution 160 priority right); escritura de emissao (deed of issue); rito de registro automatico; oferta com esforcos restritos (the superseded Instrucao 476 route); aviso aos acionistas; investidor profissional / investidor qualificado.", "sources": [ "https://www.demarest.com.br/wp-content/uploads/2023/01/DEMAREST_Resolucao_CVM_160_v2.pdf", "https://conteudo.cvm.gov.br/export/sites/cvm/legislacao/pareceres-orientacao/anexos/pare001.pdf", "https://www.jusbrasil.com.br/topicos/11492843/artigo-172-da-lei-n-6404-de-15-de-dezembro-de-1976", "https://www.b3.com.br/pt_br/produtos-e-servicos/negociacao/renda-variavel/direitos-de-subscricao.htm" ], "confidence": "medium", "lastReviewed": "2026-09-10" }, { "country": "Mexico", "slug": "mexico", "exchanges": "Bolsa Mexicana de Valores (BMV); Bolsa Institucional de Valores (BIVA)", "regulator": "Comision Nacional Bancaria y de Valores (CNBV); Banco de Mexico for certain matters", "tier": "CONSTRAINED", "floatingConversion": "Untested, and hemmed in by two par-value rules. Mexican convertible debt is issued as obligaciones convertibles en acciones under Article 210-bis of the Ley General de Titulos y Operaciones de Credito (text as last reformed DOF 26 March 2024). The article requires the company to reserve treasury shares for the conversion (fraction I), disapplies Article 132 of the Ley General de Sociedades Mercantiles for that purpose (fraction II), requires the acuerdo de emision to fix the period within which the conversion right must be exercised (fraction III), and provides in fraction IV that 'las obligaciones convertibles no podran colocarse abajo de la par' - convertible obligations may not be placed below par. Fraction VI then locks the economics: during the life of the issue the issuer may take no resolution prejudicing the obligationists' rights derived from 'las bases establecidas para la conversion'. Nothing in Article 210-bis expressly forbids a variable conversion basis, but the bases must be established in the acuerdo de emision, and Article 115 of the LGSM independently prohibits a sociedad anonima from issuing shares 'por una suma menor de su valor nominal'. Where the listed shares are sin expresion de valor nominal, that floor has less to bite on, but the point is unsettled. Treat a floating discounted conversion price in Mexico as novel, not as market practice.", "standbyFacility": "Newly plausible, and this is the fact that has changed. Article 55 Bis of the Ley del Mercado de Valores, added by the reform published DOF 28 December 2023 and in force from 29 December 2023, lets the shareholders' meeting of a sociedad anonima bursatil or a sociedad anonima promotora de inversion bursatil delegate to the board the power to increase capital and to determine the terms of subscription, 'incluyendo la exclusion del derecho de suscripción preferente' for the delegated issuances. Where the shares so issued are offered exclusively to institutional and qualified investors, or to shareholders exercising preemptive rights, the placement requires neither a prospectus nor a prior update of the Registro Nacional de Valores; the company discloses the terms of the capital increase through the exchange, and may do so on the same day as the offering, then applies to update its registration afterwards. That is a real authorised-capital, preemption-excluded, institutional-only route on which a share subscription facility could in principle be built. The older Article 53 route is narrower: treasury shares held under an authorised-capital mandate may be subscribed only 'mediante oferta publica, previa inscripcion en el Registro', with preemptive rights under LGSM Article 132 disapplied for capital increases made by public offering. A private, on-demand placement to one designated investor does not fit Article 53; it may fit Article 55 Bis.", "governingRule": "LMV Article 55 Bis (board-delegated capital increase with exclusion of preemptive rights; institutional and qualified investors only; no prospectus and no prior RNV update; same-day disclosure through the exchange) - added DOF 28 December 2023; LMV Article 53 (treasury shares subscribed only by public offering; LGSM Article 132 preemption disapplied for capital increases by public offering); LGTOC Article 210-bis fractions I to VIII, in particular IV (no placement below par) and VI (conversion bases may not be prejudiced); LGSM Article 115 (no issuance of shares below nominal value); LGSM Article 132 (preemptive rights).", "resalePath": "There is no Mexican equivalent of a Rule 144 holding period. Shares issued on conversion or subscription become tradable once they are inscribed in the Registro Nacional de Valores and listed, which is the step Article 55 Bis defers: the issuer places first, then applies to update its inscription within the period the CNBV sets by general provisions. Until that update is granted, the investor holds securities that are not yet quotable on the BMV or BIVA. That sequencing - place, disclose through the exchange, then update the register - is the single operational risk in a Mexican facility and should be modelled as a gating item, never as a timeline.", "localInstrumentTerms": "obligaciones convertibles en acciones (convertible obligations); acuerdo de emision; bases de la conversion; acciones en tesoreria (treasury shares); capital autorizado para conversion de obligaciones en acciones (the phrase LGTOC fraction VII requires); derecho de suscripción preferente (preemptive right); oferta publica / colocacion privada; inversionistas institucionales y calificados; Registro Nacional de Valores (RNV); inscripcion simplificada (the 2023 reform's SME registration route); sociedad anonima bursatil (SAB); SAPIB.", "sources": [ "http://www.diputados.gob.mx/LeyesBiblio/pdf/LMV.pdf", "https://www.diputados.gob.mx/LeyesBiblio/pdf/LGTOC.pdf", "https://www.diputados.gob.mx/LeyesBiblio/pdf/LGSM.pdf", "https://www.diputados.gob.mx/LeyesBiblio/ref/lmv/LMV_ref06_28dic23.pdf", "https://www.hklaw.com/en/insights/publications/2023/12/reforma-a-la-ley-del-mercado-de-valores-en-mexico" ], "confidence": "medium", "lastReviewed": "2026-08-12" }, { "country": "Chile", "slug": "chile", "exchanges": "Bolsa de Santiago (operating within the nuam exchange regional group with Lima and Colombia; the shared equity-trading platform went live in Chile on 21 July 2026)", "regulator": "Comision para el Mercado Financiero (CMF)", "tier": "CLOSED", "floatingConversion": "Effectively unavailable, not because of a pricing formula but because of an unavoidable preemption gate that catches the instrument itself. Article 25 of Ley 18.046 provides that the options to subscribe shares of a capital increase - expressly including a capital increase agreed for the issue of debentures convertible into shares of the issuer, 'o de cualesquiera otros valores que confieran derechos futuros sobre estas acciones' - must be offered at least once, preferentially, to shareholders pro rata to their holdings. That catch-all reaches any instrument conferring future rights over the shares: a convertible bond, a warrant, a subscription right, a drawdown facility. The right is renounceable and transferable, and must be exercised or transferred within 30 days from publication of the option. Article 26 leaves the price itself free - 'la sociedad podra emitir acciones de pago y se ofreceran al precio que determine libremente la junta de accionistas' - so Chile has no statutory pricing floor at all. The bar is procedural and it is absolute: every issuance of a convertible must first sit in front of shareholders for 30 days. Article 24 adds that a capital-increase resolution may not set a period longer than three years for issue, subscription and payment, and that while a convertible-bond issue is outstanding an unsubscribed margin of the increase must remain in force for the shares needed to satisfy the option.", "standbyFacility": "No. Each drawdown would be an issuance of shares or of a security conferring future rights over shares, and would trigger the Article 25 preferential offer and its 30-day period afresh. What can be done with the remainder is also constrained: Article 29 of the Reglamento de Sociedades Anonimas (DS 702 de 2011) provides that shares not subscribed by shareholders may not be offered to third parties at lower values or on more advantageous conditions than those offered to shareholders, with the final paragraph of that article permitting the board to offer the remainder freely, at different prices and conditions, only where the offer to third parties is made through a stock exchange. In practice the remnant is placed by remate (auction) on the Bolsa de Santiago, where an outside investor cannot be guaranteed an allocation and cannot contract for one in advance. The only statutory carve-out from the preferential option is Article 24 inciso 3, which allows up to 10% of a capital increase to be set aside for employee compensation plans. A committed, on-demand subscription by a designated investor at a discount to VWAP cannot be built through that machinery.", "governingRule": "Ley 18.046 Article 25 (preferential option over shares, over convertible debentures and over any other securities conferring future rights over the shares; 30 days from publication; renounceable and transferable); Article 24 (three-year maximum placement period; unsubscribed margin reserved while a convertible-bond issue is outstanding; 10% employee-plan carve-out); Article 26 (price freely set by the shareholders' meeting - no pricing floor); Reglamento DS 702 de 2011 Article 29 (remainder may not go to third parties at lower value or on better terms, save where offered through a stock exchange).", "resalePath": "Not the binding question in Chile, because the investor rarely gets the shares in the first place. Chile imposes no general statutory holding period on shares of a listed sociedad anonima abierta; shares issued in a registered capital increase are registered with the CMF and tradable on the Bolsa de Santiago once issued and deposited. Convertible bond issues must be registered with the CMF under the Ley 18.045 regime before they may be publicly offered. A non-resident investor should assume it will acquire either by exercising rights bought in the market during the 30-day option period, or by bidding in the exchange auction of the unsubscribed remainder - both of which are market purchases, with the pricing risk that implies.", "localInstrumentTerms": "opcion preferente / derecho de opcion preferente (the 30-day preferential option); debentures convertibles en acciones and bonos convertibles; junta extraordinaria de accionistas; aumento de capital; remanente de acciones no suscritas; remate en bolsa (exchange auction of the remainder); escritura de emision de bonos; sociedad anonima abierta; nuam.", "sources": [ "http://www.cmfchile.cl/portal/principal/623/articles-808_doc_pdf.pdf", "https://www.cmfchile.cl/portal/principal/623/articles-1762_doc_pdf.pdf", "https://www.cmfchile.cl/institucional/legislacion_normativa/normativa/doc/ncg_30_IV.pdf", "https://ir.sqm.com/static-files/0d81b329-f871-4085-88fe-f77c6879e13c" ], "confidence": "medium", "lastReviewed": "2026-09-10" }, { "country": "Colombia", "slug": "colombia", "exchanges": "Bolsa de Valores de Colombia (BVC), part of the nuam exchange group; the shared equity-trading platform is already live in Colombia", "regulator": "Superintendencia Financiera de Colombia (SFC); Banco de la Republica for the foreign-exchange regime", "tier": "CLOSED", "floatingConversion": "No. Colombia has a mandatory stated-price rule that a floating conversion cannot satisfy. Every issuance of shares runs through a reglamento de suscripción de acciones, and Article 386 of the Código de Comercio prescribes its contents: the quantity of shares offered, the proportion and manner of subscription, the offer period, which 'no sera menor de quince dias ni excedera de tres meses', 'el precio a que sean ofrecidas, que no sera inferior al nominal', and the payment terms. The price must be stated in the reglamento and may not be below nominal value. A conversion price referenced to a VWAP measured after issuance is not a stated price. Decreto 2555 de 2010 carries the same logic into convertible instruments: bonos convertibles en acciones may not be placed at a price below their nominal value, the conditions of conversion must be set out in the prospecto de emision, and while bonds generally may not be issued with maturities under one year, a convertible may provide for conversion before a year has run. For a public offering the reglamento and prospectus must be authorised by the SFC and the securities inscribed in the Registro Nacional de Valores y Emisores.", "standbyFacility": "No. Each drawdown would require its own reglamento de suscripción, its own minimum 15-day offer period, and - unless preemption has been disapplied - an offer to existing shareholders first. Article 388 of the Código de Comercio gives every shareholder the right to subscribe preferentially, in proportion to holdings as at the date the reglamento is approved; it may be disapplied by the bylaws or by a decision of the general assembly, but Article 420 numeral 5 requires that decision to carry the favourable vote of not less than 70% of the shares present at the meeting, and the faculty may not be exercised without the Superintendencia having verified compliance with the reglamento. A committed facility drawn at the issuer's option, at a price referenced to the market on each drawdown date, cannot be reconciled with a regime that requires a fixed price in a pre-approved reglamento and a supervisory sign-off before each offer.", "governingRule": "Código de Comercio Article 386 numeral 4 (the reglamento must state the price, not below nominal value) and numeral 3 (offer period not less than 15 days and not more than 3 months); Article 388 (preemptive right measured at the date the reglamento is approved; disapplication only by bylaws or assembly decision and only with Superintendencia verification); Article 420 numeral 5 (70% of shares present required to waive preemption); Decreto 2555 de 2010 (bonos convertibles may not be placed below nominal value; conversion conditions in the prospecto de emision; RNVE inscription and SFC authorisation for public offerings).", "resalePath": "Shares issued under an approved reglamento and inscribed in the Registro Nacional de Valores y Emisores are tradable on the BVC without a statutory holding period; the gate is registration and SFC authorisation, not time. The practical constraints for an outside investor are liquidity - the BVC has a small number of actively traded issuers - and the foreign-exchange regime, under which a non-resident's portfolio investment must be channelled and registered through the international investment rules administered under the Banco de la Republica's exchange regime, with a local administrator, so that capital and returns can lawfully be repatriated.", "localInstrumentTerms": "reglamento de suscripción de acciones; derecho de preferencia; asamblea general de accionistas; bonos convertibles en acciones; BOCEAS (bonos obligatoriamente convertibles en acciones); prospecto de emision; Registro Nacional de Valores y Emisores (RNVE); emision y colocacion; nuam.", "sources": [ "https://leyes.co/codigo_de_comercio/386.htm", "https://leyes.co/codigo_de_comercio/388.htm", "https://normativa.colpensiones.gov.co/colpens/docs/decreto_2555_2010_pr051.htm", "https://www.funcionpublica.gov.co/eva/gestornormativo/norma.php?i=40032" ], "confidence": "medium", "lastReviewed": "2026-08-12" }, { "country": "Peru", "slug": "peru", "exchanges": "Bolsa de Valores de Lima (BVL), part of the nuam exchange group; the shared equity-trading platform is already live in Peru", "regulator": "Superintendencia del Mercado de Valores (SMV)", "tier": "CONSTRAINED", "floatingConversion": "Permitted in principle, and Peru is the least restrictive of the Spanish-speaking markets in this region on pricing. Article 315 of the Ley General de Sociedades (Ley 26887) allows a sociedad anonima to issue obligaciones convertibles en acciones 'de conformidad con la escritura publica de emision, la cual debe contemplar los plazos y demas condiciones de la conversion' - the conversion terms are whatever the deed says, with no statutory formula and no pricing floor. Unusually for the region, Article 85 expressly contemplates issuance below nominal value: where the placement value of a share is lower than its nominal value the difference is recorded as a perdida de colocacion, and shares placed below nominal value are treated as fully paid at nominal value once the placement price is settled. Article 207 then removes the obstacle that closes Chile and Colombia: 'No existe derecho de suscripción preferente en el aumento de capital por conversion de obligaciones en acciones' - no preemptive right arises on the conversion itself. Article 317 completes it: the capital increase resulting from conversion is formalised without any resolution beyond the one that gave rise to the deed of issue. The constraint sits one step earlier, on the convertible itself.", "standbyFacility": "Legally constructible, but only for a sociedad anonima abierta and only through two specific gates. Article 316 gives shareholders a preferential right to subscribe the convertible obligations themselves, applying the rules for shares so far as pertinent, and Article 208 makes the ordinary preemptive process a multi-round affair: at least two ruedas, the first not shorter than 10 days from publication of the notice and each further round not shorter than three days. Article 259 disapplies preemption altogether for a sociedad anonima abierta: a capital increase by new contributions may provide that shareholders have no preferential right if (1) the resolution is adopted with the quorum required by Article 257 and additionally carries the vote of not less than 40% of subscribed voting shares, and (2) the increase is not intended, directly or indirectly, to improve the shareholding position of any shareholder; exceptionally a lower vote suffices where the shares to be created will be the subject of a public offering. Article 206 numeral 2 supplies the mandate: the shareholders' meeting may delegate to the board the power to agree one or more capital increases up to a determined amount, over a maximum of five years, at times, amounts and on conditions the board decides without returning to the meeting, capped at the paid-in capital in force when the delegation was granted. Article 259 plus Article 206 numeral 2 is, on its face, an authorised-capital, preemption-excluded, board-drawn facility. The second condition of Article 259 is the live risk: an investor taking a large stake through repeated drawdowns invites the argument that the increase improves a shareholder's position.", "governingRule": "Ley 26887 Article 259 (disapplication of preemptive rights in a sociedad anonima abierta: Article 257 quorum plus at least 40% of subscribed voting shares, and the increase must not directly or indirectly improve any shareholder's position; lower vote where the shares will be publicly offered); Article 206 numeral 2 (five-year board delegation to agree capital increases up to the paid-in capital in force); Article 207 (no preemptive right on conversion of obligations into shares); Article 208 (two ruedas; 10 days first round, 3 days minimum thereafter); Article 315 (conversion terms set in the escritura publica de emision); Article 316 (preemptive right over the convertible obligations themselves); Article 317 (conversion capital increase formalised without further resolution); Article 85 (placement below nominal value permitted, recorded as perdida de colocacion).", "resalePath": "Shares issued on conversion or subscription by an issuer with securities inscribed in the Registro Publico del Mercado de Valores are tradable on the BVL once the corresponding inscription is updated; Article 252 requires a sociedad anonima abierta to register all its shares in that register. There is no LGS holding period. The restriction to check is on the offering: a placement made as an oferta privada under the Ley del Mercado de Valores (Decreto Legislativo 861) rather than as a registered public offering carries transfer restrictions on the securities acquired, which is the point that decides how quickly an investor can sell. The practical limit is liquidity: the BVL's actively traded universe is small, and a facility sized to average daily traded value will be small too.", "localInstrumentTerms": "obligaciones convertibles en acciones; escritura publica de emision; derecho de suscripción preferente; certificado de suscripcion preferente (the tradable preemptive-rights certificate under Article 209); ruedas (the rounds of the preemptive process); sociedad anonima abierta (S.A.A.); aumento de capital por nuevos aportes; delegacion al directorio; Registro Publico del Mercado de Valores; oferta publica primaria; nuam.", "sources": [ "https://docs.peru.justia.com/federales/leyes/26887-dec-5-1997.pdf", "https://www.smv.gob.pe/sil/LEY0000199726887001.pdf", "https://leyes.congreso.gob.pe/Documentos/Leyes/26887.pdf" ], "confidence": "medium", "lastReviewed": "2026-09-10" }, { "country": "Argentina", "slug": "argentina", "exchanges": "Bolsas y Mercados Argentinos (BYMA); Mercado Abierto Electronico (MAE) for debt", "regulator": "Comision Nacional de Valores (CNV); Banco Central de la Republica Argentina (BCRA) for foreign exchange", "tier": "CONSTRAINED", "floatingConversion": "Possible, but only inside the obligaciones negociables statute and only after a specific shareholder vote. Article 194 of the Ley General de Sociedades 19.550 gives ordinary shareholders a preferential right to subscribe new shares of the same class in proportion to their holdings, and expressly extends that right to the subscription of debentures convertible into shares; the offer is published for three days in the legal-notices journal and in a widely circulated newspaper, and shareholders have 30 days from the last publication, which for companies making public offerings an extraordinary meeting may reduce to a minimum of 10 days, for both shares and convertible debentures. Article 194 states that these rights may not be suppressed or conditioned except as provided in Article 197 - and Article 197 is narrow: an extraordinary meeting, with the majorities of the last paragraph of Article 244, may resolve in particular and exceptional cases, when the company's interest requires it, to limit or suspend preemptive rights, on two conditions: that the item is on the agenda, and 'que se trate de acciones a integrarse con aportes en especie o que se den en pago de obligaciones preexistentes'. A cash subscription does not qualify. A cash PIPE into new shares therefore cannot escape preemption. The escape is the convertible: Ley 23.576 Article 11 applies Articles 194 to 196 of Ley 19.550 to convertible obligaciones negociables, and Article 12 permits an extraordinary meeting to suppress the preferential subscription right altogether for companies authorised to make public offerings, provided the resolution carries the favourable vote of at least 50% of the subscribed capital with option rights and votes against do not exceed 5% of that capital; the same article allows the derecho de acrecer to be suppressed and the preference period cut to not less than 15 days where the company has a firm-placement agreement with an intermediary for public distribution. Article 17 then provides that the resolution to issue convertible obligations simultaneously decides the capital increase needed to meet future conversion requests, and Article 20 makes the holder a shareholder from the moment it notifies its election, so conversion itself does not reopen preemption.", "standbyFacility": "Not as a share subscription facility. Every drawdown of new shares for cash runs into Article 194 preemption, which Article 197 cannot lift for a cash subscription. The only structure that clears the gate is a publicly offered convertible obligacion negociable whose preferential right has been suppressed by the Article 12 vote of Ley 23.576, drawn down as a single instrument rather than as a revolving on-demand facility. Even then, the 10-day reduced preference period under Article 194 for public-offering companies, the 15-day floor where Article 12's firm-placement route is used, and the CNV's public-offering authorisation set the cadence of the deal, not the issuer's cash needs.", "governingRule": "Ley 19.550 Article 194 (preferential right and derecho de acrecer over new shares and over convertible debentures; three days' publication; 30 days to exercise, reducible to a minimum of 10 days for companies making public offerings; rights may not be suppressed or conditioned save under Article 197); Article 197 (limitation or suspension only in particular and exceptional cases, on the agenda, and only for shares to be paid in kind or given in payment of pre-existing obligations); Ley 23.576 Article 11 (preemption applies to convertible obligaciones negociables; Articles 194 to 196 apply), Article 12 (suppression of the preferential right for companies authorised to make public offerings on at least 50% of the capital with option rights in favour and no more than 5% against; suppression of the derecho de acrecer and a 15-day floor where there is a firm-placement agreement), Article 17 (capital increase decided simultaneously) and Article 20 (holder becomes a shareholder on notifying conversion).", "resalePath": "Shares issued on conversion of a publicly offered obligacion negociable convertible are, once the corresponding capital increase and listing are processed, tradable on BYMA; the Argentine statute imposes no holding period on them. The gates are CNV authorisation of the public offering and BYMA's listing of the new shares. The determinative question for an outside investor is not tradability but convertibility of the proceeds: whether, when and on what terms a non-resident may access the official foreign-exchange market to repatriate sale proceeds and interest. That is a BCRA question, it has moved repeatedly, and it is the reason Argentina is screened as constrained rather than permissive.", "localInstrumentTerms": "obligaciones negociables convertibles (convertible negotiable obligations, ONs convertibles); derecho de preferencia and derecho de acrecer; asamblea extraordinaria; aumento de capital; suscripcion preferente; oferta publica autorizada por la CNV; colocacion en firme (firm placement); regimen de oferta publica; BYMA; contado con liquidacion (the market convention for moving value out, relevant only as context).", "sources": [ "https://servicios.infoleg.gob.ar/infolegInternet/anexos/20000-24999/20643/norma.htm", "https://leyes-ar.com/ley_general_de_sociedades/197.htm", "https://leyes-ar.com/ley_general_de_sociedades/194.htm" ], "confidence": "low", "lastReviewed": "2026-09-10" }, { "country": "United Kingdom", "slug": "united-kingdom", "exchanges": "London Stock Exchange Main Market (UK Listing Rules, equity shares commercial companies category), AIM, Aquis Stock Exchange Growth Market", "regulator": "Financial Conduct Authority (FCA) as listing authority and UK MAR regulator; London Stock Exchange as AIM operator", "tier": "PERMISSIVE", "floatingConversion": "Yes. Nothing in UK company law or the listing rules mandates a fixed conversion price. The governing mechanic is Companies Act 2006 s.560: 'equity securities' means ordinary shares OR 'rights to subscribe for, or to convert securities into, ordinary shares' (s.560(1)); s.560(2) treats the GRANT of that right as an allotment of equity securities and s.560(3) excludes 'the allotment of shares pursuant to such a right'. Practical consequence, and this is the point an issuer needs: the pre-emption analysis happens ONCE, when the convertible is issued. A disapplication must be in place at that moment; later conversions at a floating VWAP-referenced price do not need a fresh disapplication. The one hard floor is s.580(1): 'A company's shares must not be allotted at a discount' (to nominal value), with s.580(2) making the allottee liable for the discount plus interest. For a sub-penny AIM company that is a live constraint, which is why UK micro-caps run share capital reorganisations subdividing each ordinary share into a low-nominal new ordinary plus a valueless deferred share before signing a floating-price instrument.", "standbyFacility": "Yes. Requires (i) authority to allot under CA 2006 ss.549-551 and (ii) disapplication of the s.561 pre-emption right under ss.570-571, both from the general meeting; a facility running past the next AGM needs those authorities renewed, so the annual AGM is the real capacity clock. On the Main Market UKLR 9.4.13 requires shareholder approval where an open offer, placing, vendor consideration placing or offer for subscription of equity shares is priced 'at a discount of more than 10% to the middle market price' - but with a decisive carve-out at UKLR 9.4.13(4)(b): the rule does not bite on 'an issue of shares for cash or the sale of treasury shares for cash under a pre-existing general authority to disapply section 561 of the Companies Act 2006'. So the 10% cap constrains only issuers with no general disapplication headroom. On AIM there is no UKLR at all; the constraint is the Companies Act plus investor guidance.", "governingRule": "CA 2006 s.551 (authority to allot), s.561 (pre-emption), ss.570-571 (disapplication by special resolution), s.560 (grant of conversion right is the allotment; conversion itself is not), s.580 (no allotment at a discount to nominal value). UKLR 9.4.13: shareholder approval for a placing/open offer at more than a 10% discount to middle market price, disapplied where a pre-existing general s.561 disapplication is used. Pre-Emption Group Statement of Principles, issued 4 November 2022 by the FRC on the PEG's behalf: annual non-pre-emptive authority of 10% of issued share capital for any purpose plus a further 10% for a specified acquisition or capital investment (each raised from 5%), with an additional allowance in connection with a follow-on offer to retail holders. PEG applies to the Premium/ESCC universe; companies on other segments and on AIM are 'encouraged' to adopt it, not bound. PEG is investor guidance enforced by voting, not FCA rules - a distinction that matters when negotiating an AIM facility.", "resalePath": "There is no UK analogue of SEC Rule 144 and no statutory holding period. Shares issued on conversion or drawdown become tradable on admission to trading, which for a rolling facility is normally handled by a block admission so each tranche does not need a separate application. The gate is the prospectus, and it just moved dramatically: under the Public Offers and Admissions to Trading Regulations 2024 and the FCA's implementing prospectus rules in force 19 January 2026, the threshold for a prospectus on a further issue of a class already admitted rose from 20% to 75% of the shares already admitted over 12 months (up to 100% for closed-ended investment funds). That single change makes the UK the most capacious market in this region for a multi-year drawdown facility - the EU equivalent threshold is 30%.", "localInstrumentTerms": "placing; cashbox placing (a Jersey SPV structure using the CA 2006 s.565 non-cash-consideration exemption to step around pre-emption entirely); open offer; convertible loan note (CLN); equity sharing / subscription agreement; block admission; RNS announcement; nominated adviser (nomad) on AIM; deferred shares created on a capital reorganisation to lower the nominal-value floor", "sources": [ "https://www.handbook.fca.org.uk/handbook/UKLR/9/4.html", "https://www.legislation.gov.uk/ukpga/2006/46/section/560", "https://www.legislation.gov.uk/ukpga/2006/46/section/580", "https://www.hsfkramer.com/notes/corporate/2026-posts/capital-markets-new-uk-prospectus-regime-in-force-from-19-january", "https://www.lw.com/en/insights/the-new-uk-prospectus-regime", "https://cms.law/en/gbr/legal-updates/Pre-Emption-Group-issues-new-Statement-of-Principles", "https://www.frc.org.uk/news-and-events/news/2015/03/the-pre-emption-group-publishes-a-revised-statement-of-principles-for-the-disapplication-of-pre-emption-rights/" ], "confidence": "high", "lastReviewed": "2026-09-10" }, { "country": "Ireland", "slug": "ireland", "exchanges": "Euronext Dublin Main Securities Market; Euronext Growth Dublin", "regulator": "Central Bank of Ireland (prospectus and market abuse); Euronext Dublin as listing authority under its own Rule Book", "tier": "PERMISSIVE", "floatingConversion": "Yes. Irish law imposes no mandatory pricing formula and no maximum discount on a convertible, so a conversion price referenced to future market prices is available. The architecture mirrors the UK's because both descend from the same EU company-law directive: Companies Act 2014 s.1022 gives PLCs a statutory pre-emption right over equity securities allotted for cash, and s.1023 permits disapplication. The distinctive Irish pressure point sits in s.1023(7): the special resolution 'shall not be proposed unless it is recommended by the directors' and unless a written directors' statement has been circulated setting out their reasons, 'the amount to be paid to the PLC' and 'the directors' justification of that amount'. A floating conversion price is, by construction, an amount not yet known when that statement is written - so the statement has to justify a formula rather than a figure. That is the Irish drafting problem, and it is real.", "standbyFacility": "Yes in principle, on the same two-step stack: an allotment authority under s.1021 and a disapplication under s.1023, both renewed at the AGM. Section 1023(5) ties the disapplication to the underlying allotment authority - it ceases when that authority is revoked or expires, and may be renewed only 'for a period not longer than that for which the authority is renewed'. So a multi-year drawdown facility is governed by the life of the allotment authority, not by the facility agreement. Section 1022's exclusion for equity securities 'wholly or partly paid up otherwise than in cash' is the Irish analogue of the UK cashbox route.", "governingRule": "Companies Act 2014 s.1021 (authority to allot), s.1022 (statutory pre-emption for PLCs; offer pro rata to nominal value held, on the same or more favourable terms, open for not less than 14 days and not withdrawable in that period; excludes non-cash allotments and employees' share schemes), s.1023 (disapplication by special resolution, 75%, on a directors' recommendation and a written statement justifying the amount to be paid). Euronext Dublin Listing Rules Book II as revised with effect from 1 January 2025 - the significant-transaction (class tests), related-party, own-securities and treasury-share regimes were removed, materially reducing the transactions needing shareholder approval. EU Prospectus Regulation as amended by Regulation (EU) 2024/2809 (the Listing Act), applying from 4 December 2024. Below-par floor: Article 47 of Directive (EU) 2017/1132 - 'Shares may not be issued at a price lower than their nominal value or accountable par' - as implemented in Irish law.", "resalePath": "Freely tradable on admission to trading; no Irish holding period and no resale registration concept. The gate is the prospectus threshold, which the Listing Act raised from 20% to 30% of the securities already admitted over 12 months for follow-on admissions on a regulated market or SME growth market, and extended on the same terms to shares resulting from the conversion or exchange of other securities. Exempt further issues above the old threshold now require a short summary document (up to 11 pages) filed with, but not approved by, the competent authority.", "localInstrumentTerms": "PLC; special resolution; the section 1023 directors' statement; placing; Euronext Dublin (formerly the Irish Stock Exchange); Euronext Growth Dublin; Main Securities Market (MSM); Euronext Growth Advisor", "sources": [ "https://revisedacts.lawreform.ie/eli/2014/act/38/section/1022/revised/en/html", "https://revisedacts.lawreform.ie/eli/2014/act/38/section/1023/revised/en/html", "https://revisedacts.lawreform.ie/eli/2014/act/38/section/1026/revised/en/html", "https://www.arthurcox.com/insights/euronext-dublin-publishes-revised-listing-rules/", "https://eur-lex.europa.eu/eli/dir/2017/1132/oj/eng", "https://eur-lex.europa.eu/eli/reg/2024/2809/oj/eng", "https://www.davispolk.com/insights/client-update/changes-eu-prospectus-regulation-under-new-eu-listing-act-effective-today" ], "confidence": "medium", "lastReviewed": "2026-08-12" }, { "country": "Germany", "slug": "germany", "exchanges": "Frankfurter Wertpapierborse - Regulierter Markt (Prime Standard, General Standard) and the exchange-regulated Freiverkehr (Scale, Basic Board); regional exchanges", "regulator": "BaFin (prospectus, market abuse); Deutsche Borse as market operator", "tier": "CONSTRAINED", "floatingConversion": "Lawful in form, but boxed in on four sides. The enabling provision is section 193(2) no. 3 AktG: the conditional-capital resolution must state 'der Ausgabebetrag oder die Grundlagen, nach denen dieser Betrag errechnet wird' - the issue price OR the basis on which it is calculated. A VWAP formula is a permissible basis, so a moving conversion price is not prohibited. What constrains it: (a) section 9(1) AktG, 'Fur einen geringeren Betrag als den Nennbetrag oder den auf die einzelne Stuckaktie entfallenden anteiligen Betrag des Grundkapitals durfen Aktien nicht ausgegeben werden' - a hard par floor at every single conversion, typically EUR 1.00 per no-par share, which for a distressed German micro-cap is the binding constraint and forces a capital reduction or reverse split before any facility can function; (b) section 192(3) AktG, conditional capital capped at 60% of share capital in aggregate and at half (50%) for conversion and subscription rights under section 192(2) no. 1 - the dilution ceiling on the whole instrument; (c) section 221(1) AktG, convertible bonds require a general meeting resolution carried by at least three quarters of the share capital represented.", "standbyFacility": "Constructible but heavy. The simplified route is closed by design: section 186(3) sentence 4 AktG allows exclusion of subscription rights only 'wenn die Kapitalerhohung gegen Bareinlagen zwanzig vom Hundert des Grundkapitals nicht ubersteigt und der Ausgabebetrag den Borsenpreis nicht wesentlich unterschreitet' - the cash increase must not exceed 20% of share capital (raised from 10% by the Zukunftsfinanzierungsgesetz, in force 15 December 2023) AND the issue price must not fall materially below the market price. A deep-discount drawdown fails the second limb by construction, so it cannot use the simplified route and needs a specific Bezugsrechtsausschluss with the board report required by section 186(4) sentence 2 and a three-quarters majority. Authorised capital (genehmigtes Kapital, section 202 AktG) is capped at 50% of share capital for a maximum of five years. In practice German issuers reach the intended economics through a tranche-drawn Wandelanleihe against bedingtes Kapital rather than a pure equity line.", "governingRule": "Section 186(3) sentence 4 AktG is the rule that decides it: 20% of share capital AND issue price not materially below the exchange price. Supporting: section 221 AktG (convertible bonds, three-quarters majority), section 186(3) sentence 2 (three-quarters majority to exclude), section 186(4) sentence 2 (board report justifying the exclusion and the proposed issue price), section 192(3) (conditional capital: 60% aggregate, 50% for convertibles, 20% for employee options), section 193(2) no. 3 (price or the basis for computing it), section 202 (authorised capital, 50%, five years), section 9(1) (no issue below par). One genuinely favourable change: section 255 AktG as revised by the Zukunftsfinanzierungsgesetz removes the inadequately-low-issue-price ground from the challenge (Anfechtung) of a capital increase resolution and replaces it with a court-determined compensation claim (Ausgleichszahlung) for excluded shareholders - and for a listed company the reference value is the exchange price, with the claim excluded where the issue price does not fall materially below it. That converts a deal-killing rescission risk into a money claim, and it is the single most useful thing to tell a German issuer about this structure.", "resalePath": "Shares arising from conditional capital are created on exercise of the conversion right and admitted to trading; freely tradable, with no German holding period or resale restriction. The gate is admission and prospectus, not a lock-up. Under the EU Prospectus Regulation as amended by Regulation (EU) 2024/2809 from 4 December 2024, follow-on admissions of a fungible class, and shares resulting from conversion or exchange, are exempt below 30% of the securities already admitted over 12 months, with a short summary document filed rather than approved. MAR ad hoc disclosure and directors' duties apply at each drawdown.", "localInstrumentTerms": "Wandelschuldverschreibung / Wandelanleihe (convertible bond); bedingtes Kapital (conditional capital); genehmigtes Kapital (authorised capital); Bezugsrechtsausschluss (exclusion of subscription rights) and vereinfachter Bezugsrechtsausschluss (the simplified 20% version); Ausgabebetrag (issue price); Stuckaktie (no-par share); Kapitalherabsetzung (capital reduction); Hauptversammlung; Zukunftsfinanzierungsgesetz (Future Financing Act)", "sources": [ "https://www.gesetze-im-internet.de/aktg/__186.html", "https://www.gesetze-im-internet.de/aktg/__192.html", "https://www.gesetze-im-internet.de/aktg/__193.html", "https://www.gesetze-im-internet.de/aktg/__9.html", "https://www.aoshearman.com/en/insights/das-zukunftsfinanzierungsgesetz-neuerungen-fuer-deutsche-ecmtransaktionen", "https://gleisslutz.com/en/news-events/know-how/future-financing-act-additional-options-structuring-capital-measures-and-governance", "https://www.mofo.com/resources/insights/240214-update-kapitalmarkt-und-gesellschaftsrecht", "https://eur-lex.europa.eu/eli/reg/2024/2809/oj/eng" ], "confidence": "high", "lastReviewed": "2026-09-10" }, { "country": "France", "slug": "france", "exchanges": "Euronext Paris (regulated market); Euronext Growth Paris (SME growth market); Euronext Access", "regulator": "Autorite des marches financiers (AMF)", "tier": "PERMISSIVE", "floatingConversion": "Yes - and France became materially more permissive in 2024, which is the single most important fact on this page. Loi n. 2024-537 of 13 June 2024 (the loi Attractivite), article 9, in force 14 September 2024, rewrote the pricing regime. Article L.22-10-52 of the Code de commerce now provides that for companies whose capital securities are admitted to a regulated market, the issue price of capital securities without preferential subscription rights by way of an offre au public 'peut, sur delegation de l'assemblee generale extraordinaire, etre librement fixe par le conseil d'administration ou le directoire' - freely set by the board on delegation, subject to a supplementary board report certified by the statutory auditor describing the final terms and the effect on the shareholder's position. The old regulatory floor no longer governs that route. Separately, the new Article L.22-10-52-1 lets the extraordinary general meeting delegate to the board the power to designate the named beneficiaries of a reserved capital increase 'dans la limite de 30 % du capital social par an', with the price then set 'selon des modalites prevues par decret en Conseil d'Etat' - and that decree is Article R.22-10-32 (current version in force 13 December 2025, as amended by decret n. 2025-1198 of 11 December 2025), which sets the floor at the closing price of the last trading session preceding the board's decision, 'eventuellement diminue d'une decote maximale de 10 %'. So the 10% floor now attaches specifically to the board-designation route, not to the whole field.", "standbyFacility": "Yes, and France is one of the very few markets in this region with a named, established local instrument set for it. The OCABSA (obligation convertible en actions avec bons de souscription d'actions) is a tranche-drawn convertible with attached warrants whose conversion price is set at each conversion by reference to recent VWAP at a discount. The PACEO (programme d'augmentation de capital par exercice d'options), commonly called an equity line, is the French standby equity facility: an investor subscribes for newly issued shares on the company's demand over time at a market-referenced price. Both are widespread on Euronext Growth Paris and Euronext Access. Capacity for the private-placement route under Article L.411-2 1. of the Code monetaire et financier was raised from 20% to 30% of share capital per year by the same 2024 law.", "governingRule": "Article L.22-10-52 C. com. (free board pricing of a public offer without DPS, on EGM delegation, in force 14 September 2024) and Article L.22-10-52-1 C. com. (reserved issue to named persons, EGM may delegate the designation power, 30% of share capital per year), with Article R.22-10-32 C. com. supplying the pricing floor for the third paragraph of L.22-10-52-1: last closing price less a maximum 10% discount. Article L.411-2 1. C. mon. fin.: private placement capacity 30% of share capital per year. Both changes come from loi n. 2024-537 of 13 June 2024, article 9. THE COUNTERWEIGHT, and it must appear prominently on any French page: the AMF published a study on 13 October 2022 of 69 companies using OCABSA or equity-line financing. 57 companies - 83% of the sample - recorded a fall in their share price, with an average decline of 72%; 29% fell by more than 90%; only 17% rose. The AMF received more than 250 complaints in 2021, a 232% increase on 2020. The AMF asked directors to think carefully before adopting such financing, to disclose the dilutive risk transparently, and asked shareholders to scrutinise general meeting resolutions waiving subscription rights. A French page that reads as a sales page against that evidence would be indefensible.", "resalePath": "Shares issued on conversion or on exercise of the warrants are admitted to trading and freely tradable; there is no French holding period. The gate is the prospectus. Under the EU Prospectus Regulation as amended by Regulation (EU) 2024/2809 from 4 December 2024, follow-on admissions of a fungible class and shares resulting from conversion or exchange are exempt below 30% of the securities already admitted over 12 months, with a short summary document filed rather than approved. The below-par floor applies: Article 47 of Directive (EU) 2017/1132, shares may not be issued below nominal value or accountable par, so a French issuer whose valeur nominale sits near the market price must reduce it first.", "localInstrumentTerms": "OCABSA (obligations convertibles en actions avec bons de souscription d'actions); OCA (obligations convertibles en actions); BSA (bons de souscription d'actions); PACEO / equity line (programme d'augmentation de capital par exercice d'options); DPS (droit préférentiel de souscription); augmentation de capital reservee; offre au public; placement prive; assemblee generale extraordinaire; decote; financements dilutifs (the AMF's own term for the category)", "sources": [ "https://www.legifrance.gouv.fr/codes/article_lc/LEGIARTI000049720349", "https://www.legifrance.gouv.fr/codes/article_lc/LEGIARTI000049712174", "https://www.legifrance.gouv.fr/codes/article_lc/LEGIARTI000053017595", "https://www.legifrance.gouv.fr/jorf/id/JORFTEXT000049707573", "https://www.amf-france.org/en/news-publications/news-releases/amf-publishes-study-share-price-performance-companies-using-dilutive-financing-form-ocabsas-or", "https://www.legifrance.gouv.fr/codes/article_lc/LEGIARTI000039260673/", "https://eur-lex.europa.eu/eli/reg/2024/2809/oj/eng" ], "confidence": "medium", "lastReviewed": "2026-08-12" }, { "country": "Netherlands", "slug": "netherlands", "exchanges": "Euronext Amsterdam (regulated market); Euronext Growth Amsterdam; Euronext Access Amsterdam", "regulator": "Autoriteit Financiele Markten (AFM); De Nederlandsche Bank for prudential matters", "tier": "PERMISSIVE", "floatingConversion": "Yes. Dutch law prescribes no pricing formula, no minimum price by reference to a trading average and no maximum discount, so a conversion price referenced to future market prices is available on ordinary corporate authority. The competence to issue shares sits with the general meeting under Article 2:96 of the Dutch Civil Code, which may designate another corporate body - in practice the management board - as the competent body for a period of no more than five years per designation, renewable. The only hard floor is the one every EU public company shares: Article 47 of Directive (EU) 2017/1132, 'Shares may not be issued at a price lower than their nominal value or accountable par', implemented in Book 2 DCC. Dutch micro-caps therefore reduce the nominal value of their shares to create headroom before signing a floating-price instrument - the same manoeuvre as a UK deferred-share subdivision or a German Kapitalherabsetzung.", "standbyFacility": "Yes, and the binding constraint in the Netherlands is governance rather than statute. Article 2:96a DCC gives shareholders a pre-emptive right on cash issues pro rata to the aggregate nominal value of the shares they hold; the right may be restricted or excluded by the general meeting, or by the board where the board has been designated for that purpose, and a general meeting resolution to restrict or exclude requires a two-thirds majority of the votes cast where less than half the issued capital is represented. What actually sets the size of a facility is the market standard: Eumedion and the proxy advisers hold the line at a 10% non-pre-emptive issuance authorisation (with a further tranche where pre-emption is respected), granted annually at the AGM for 12 months. A facility drawing beyond that needs an EGM, and a multi-year facility needs annual renewal. That renewal cycle, not any pricing rule, is the real Dutch negotiation.", "governingRule": "Article 2:96 DCC (competence to issue; designation of another corporate body for a maximum of five years, renewable) and Article 2:96a DCC (pre-emptive right on cash issues; restriction or exclusion by the general meeting or by a designated board; two-thirds of votes cast where less than half the capital is represented). Article 47 of Directive (EU) 2017/1132 as implemented (no issue below nominal value or accountable par). Article 72 of the same Directive supplies the underlying procedural spine used across the EU markets in this region: pre-emption on cash issues may be restricted or withdrawn by the general meeting on a board report justifying the proposed issue price, carried by a two-thirds majority. Eumedion guidance and the ISS and Glass Lewis policies converge on 10% non-pre-emptive as the acceptable annual authorisation.", "resalePath": "Freely tradable on admission to Euronext Amsterdam; no Dutch holding period and no resale registration. The gate is the prospectus threshold, raised by the Listing Act, Regulation (EU) 2024/2809, from 20% to 30% of the securities already admitted over 12 months from 4 December 2024, on the same terms for shares resulting from conversion or exchange, with a short summary document filed but not approved.", "localInstrumentTerms": "naamloze vennootschap (NV); algemene vergadering (general meeting); aanwijzing (the designation of the board as the competent issuing body); voorkeursrecht (pre-emptive right); onderhandse plaatsing (private placement); converteerbare obligatie (convertible bond); claimemissie (rights issue); Eumedion (the institutional investors' governance forum whose 10% line effectively caps a facility)", "sources": [ "https://practiceguides.chambers.com/practice-guides/shareholders-rights-shareholder-activism-2025/netherlands", "https://iclg.com/practice-areas/corporate-governance-laws-and-regulations/netherlands/", "https://cms.law/en/int/expert-guides/cms-expert-guide-to-international-ecm-listings/netherlands", "https://eur-lex.europa.eu/eli/dir/2017/1132/oj/eng", "https://eur-lex.europa.eu/eli/reg/2024/2809/oj/eng", "https://www.sec.gov/Archives/edgar/data/1000229/000156459021004561/clb-ex41_10.htm" ], "confidence": "low", "lastReviewed": "2026-08-12" }, { "country": "Belgium", "slug": "belgium", "exchanges": "Euronext Brussels (regulated market); Euronext Growth Brussels; Euronext Access Brussels", "regulator": "Autorite des services et marches financiers / Autoriteit voor Financiele Diensten en Markten (FSMA)", "tier": "CONSTRAINED", "floatingConversion": "Yes - and this is the opposite of what the screening hypothesis would predict. Belgium used to have exactly the kind of hard pricing floor that closes a market: under the former Article 598 of the Companies Code, where the preferential subscription right was cancelled in favour of one or more specified persons, a listed company's issue price could not be lower than the average of the share price over the 30 days preceding the issue. The Code of Companies and Associations, in force 1 January 2020, ABOLISHED that mandatory minimum issue price. With the floor gone, a conversion price fixed at each conversion by reference to the then-prevailing market price, at a discount, is lawful - and it demonstrably happens.", "standbyFacility": "Yes in law, but Belgium is CONSTRAINED rather than permissive because of what replaced the pricing floor: a disclosure, special-report and directors'-liability regime, plus an explicit regulator warning that any honest Belgian page has to lead with. FSMA Communication FSMA_2023_02 of 1 February 2023 identified 9 companies under FSMA supervision relying on such convertible bonds, mostly biotech and medtech issuers, and recorded that on the Belgian market 'the discounts are usually around 5 to 8% but can in some cases reach 20%'. The FSMA 'asks listed companies and their directors to think carefully before they issue these sorts of convertible bonds and to be aware of the responsibility they are assuming by doing so', flags directors' liability, and points to disclosure obligations under the Market Abuse Regulation where the transaction constitutes inside information. It also notes that the foreign investment funds providing this financing receive high fees and favourable conversion terms and typically sell the converted shares immediately, with no intention of remaining shareholders. The structural cap is Article 7:198 CCA: authorised capital may not exceed the amount of the share capital at the relevant date and the authorisation runs for a maximum of five years.", "governingRule": "Article 7:193 CCA is the operative procedural rule: where the preferential subscription right is limited or waived in favour of one or more specified persons who are not employees, the identity of the beneficiary must be disclosed, and for a listed company issuing convertible bonds or subscription rights on that basis the board's special report and the auditor's report must be communicated to the FSMA and made available ahead of the meeting deliberating on the issue. Article 7:198 CCA caps authorised capital at the amount of the share capital, for five years. Articles 7:188 and 7:191 CCA govern the preferential subscription right and its restriction or cancellation in the company's interest. Article 47 of Directive (EU) 2017/1132 supplies the below-par floor. FSMA_2023_02 of 1 February 2023 is not a rule but is the document that decides how a Belgian page must be written.", "resalePath": "Freely tradable on admission to Euronext Brussels; no Belgian holding period. The gate is the special-report procedure before issue and the prospectus threshold after it: under Regulation (EU) 2024/2809 from 4 December 2024, follow-on admissions of a fungible class and shares resulting from conversion or exchange are exempt below 30% of the securities already admitted over 12 months, with a short summary document filed rather than approved.", "localInstrumentTerms": "naamloze vennootschap / société anonyme (NV/SA); toegestaan kapitaal / capital autorisé (authorised capital); voorkeurrecht / droit de preference (preferential subscription right); bijzonder verslag van de raad van bestuur / rapport special du conseil d'administration (the special board report that is the real gate); converteerbare obligaties / obligations convertibles; warrants / inschrijvingsrechten; Wetboek van vennootschappen en verenigingen (WVV) / Code des societes et des associations (CSA)", "sources": [ "https://www.fsma.be/en/news/fsma-warns-against-issues-convertible-bonds-companies-need-financing", "https://www.jonesday.com/en/insights/2023/03/belgian-regulator-beware-of-convertible-bonds", "https://www.lexology.com/library/detail.aspx?g=c53342bc-81b7-4d50-a956-caa4ebd6aa21", "https://eur-lex.europa.eu/eli/dir/2017/1132/oj/eng", "https://eur-lex.europa.eu/eli/reg/2024/2809/oj/eng", "https://www.fsma.be/sites/default/files/media/files/2023-02/fsma_2023_02_eng.pdf" ], "confidence": "medium", "lastReviewed": "2026-08-12" }, { "country": "Luxembourg", "slug": "luxembourg", "exchanges": "Luxembourg Stock Exchange (LuxSE) - the EU regulated market and the exchange-regulated Euro MTF; plus the Securities Official List (SOL), registration without admission to trading", "regulator": "Commission de Surveillance du Secteur Financier (CSSF); LuxSE as market operator", "tier": "PERMISSIVE", "floatingConversion": "Yes as a matter of company law, and Luxembourg is best understood as an incorporation question rather than a venue question. The Law of 10 August 1915 on commercial companies, as amended by the 2016 modernisation, imposes no fixed conversion formula, no reference-price floor and no maximum discount. Article 420-27(1) applies the rules governing capital increases to the issue of convertible bonds, with the capital increase itself occurring only on conversion - so the corporate authority has to be in place when the instrument is issued, not at each conversion. The one floor is Article 47 of Directive (EU) 2017/1132 as implemented: shares may not be issued below nominal value or accounting par. In Luxembourg that floor bites far less than in Germany or Austria, because Luxembourg SAs routinely carry a very low accounting par or shares without nominal value.", "standbyFacility": "Yes, and the Luxembourg machinery is unusually well suited to it. Under Article 420-22 the authorised capital (capital autorisé) may be granted for a maximum of five years and is renewable, and the articles may authorise the board both to issue shares within that authorised capital and to remove or limit the shareholders' preferential subscription right. That is precisely the pre-authorisation a drawdown facility needs: a board that can issue on demand, over time, without going back to shareholders each time. It is a large part of why so many cross-border issuers use a Luxembourg SA as the listed topco.", "governingRule": "Articles 420-22 (authorised capital, maximum five years, renewable; board may be authorised to issue and to limit or remove the preferential subscription right), 420-26 (preferential subscription right on cash issues and its withdrawal or delegation) and 420-27 (instruments giving access to capital; capital-increase rules applied to convertible bonds) of the Law of 10 August 1915. Article 47 of Directive (EU) 2017/1132 (no issue below nominal value or accounting par). Where the shares are admitted on an EU regulated market, the EU Prospectus Regulation as amended by Regulation (EU) 2024/2809 applies with the 30% follow-on threshold from 4 December 2024.", "resalePath": "This is where the honest caveat belongs, and it should be the spine of the page rather than a footnote. The resale path depends on where the shares actually trade, not on Luxembourg. LuxSE is overwhelmingly a debt and fund venue: as at January 2026 more than 1,800 issuers from more than 100 countries had securities on the official list, more than 43,000 securities in total, consisting of debt securities, investment fund share classes, stocks and shares, warrants and others - and historically the listed population has been mainly foreign issuers and Luxembourg special purpose vehicles. A Luxembourg SA that needs a liquid float to support a market-referenced conversion price will in practice be trading on Euronext Amsterdam, Brussels or Paris, on Nasdaq or on the NYSE, and it is THAT venue's rules - placement capacity, discount limits, shareholder approval, resale and prospectus - that govern the structure. Publishing Luxembourg as a market page without saying that would mislead.", "localInstrumentTerms": "société anonyme (SA); capital autorisé (authorised capital); droit préférentiel de souscription (preferential subscription right); obligations convertibles (convertible bonds); Euro MTF; Securities Official List (SOL); CSSF", "sources": [ "https://www.ogier.com/news-and-insights/insights/establishing-a-bitcoin-treasury-company-via-convertible-bonds-in-luxembourg/", "https://www.lexgo.lu/en/news-and-articles/14267-establishing-a-bitcoin-treasury-company-via-convertible-bonds-in-luxembourg", "https://iclg.com/practice-areas/corporate-governance-laws-and-regulations/luxembourg/", "https://resourcehub.bakermckenzie.com/en/resources/cross-border-listings-guide/europe-middle-east--africa/luxembourg-stock-exchange/topics/overview-of-exchange", "https://www.luxse.com/market-overview/official-list", "https://elvingerhoss.lu/sites/default/files/upload/media/document/2024-03/EHP_Capital%20Markets_Shares.pdf", "https://eur-lex.europa.eu/eli/dir/2017/1132/oj/eng" ], "confidence": "low", "lastReviewed": "2026-09-10" }, { "country": "Switzerland", "slug": "switzerland", "exchanges": "SIX Swiss Exchange; BX Swiss", "regulator": "FINMA (prudential and FinSA prospectus supervision); SIX Exchange Regulation for listing and ad hoc publicity", "tier": "CONSTRAINED", "floatingConversion": "Yes, and there is a verified worked example - but the legal footing is narrower than it first looks. Two hard limits sit in Article 653a of the Code of Obligations: paragraph 1, 'The nominal amount by which the share capital may be increased in this contingent manner must not exceed one-half of the share capital specified in the commercial register' - a 50% ceiling on the entire conditional-capital facility; and paragraph 2, 'The capital contribution must be at least equal to the nominal value' - a par floor tested at every conversion, exactly as in Germany, though the revised law in force 1 January 2023 permits a very low nominal value, which softens it. The worked example: WISeKey International Holding Ltd, listed on SIX, signed an agreement for the issuance and subscription of convertible notes with the Swiss investor Nice and Green SA in May 2020, under which Nice and Green committed to advance up to CHF 10 million over 25 months, each loan repayable by conversion into Class B shares of CHF 0.05 nominal value at a conversion price determined by reference to the 10-trading-day volume weighted average price on SIX. That settles the question of whether a Swiss-listed, Swiss-domiciled VWAP-referenced drawdown facility is possible.", "standbyFacility": "Yes, and since 1 January 2023 Switzerland has a purpose-built vehicle for it. The capital band (Kapitalband, Articles 653s to 653v CO) lets the general meeting authorise the board, for up to five years, to move the registered share capital within a pre-set bandwidth of up to 50% - to a maximum of 150% and a minimum of 50% of the capital existing when the band was introduced, and never below CHF 100,000. Putting a capital band in place is the single most useful thing a Swiss issuer can do before negotiating a facility. The constraint that makes Switzerland CONSTRAINED rather than PERMISSIVE is Article 653c(3) CO: the shareholders' advance subscription right over bonds carrying conversion or option rights may be restricted or cancelled only where there is good cause, or where the shares are listed on a stock exchange AND 'the bonds or similar debt instruments are issued subject to appropriate conditions'. A facility priced at a deep discount to VWAP at each drawdown has to be defended as issued on appropriate conditions, and the deeper the discount the harder that defence becomes. Article 653c(4) adds that 'No one may gain an undue advantage or suffer an undue disadvantage as a result of the restriction or cancellation of the subscription right or the priority subscription right'.", "governingRule": "Article 653c(3) CO is the rule that decides it: advance subscription rights over convertible instruments may be restricted or cancelled only for good cause, or where the shares are listed and the instruments are issued on appropriate conditions. Supporting: Article 653a(1) CO (conditional capital may not exceed one-half of registered share capital), Article 653a(2) CO (contribution at least equal to nominal value), Article 653c(2) CO (advance subscription right pro rata), Article 653c(4) CO (no undue advantage or disadvantage), Article 652b CO (subscription rights on an ordinary increase may be restricted or cancelled only for good cause - takeovers and employee share ownership are named as good cause - with the same no-undue-advantage test applied to the fixing of the issue price), Articles 653s to 653v CO (capital band, up to plus or minus 50%, maximum five years). All in force since the company law revision of 1 January 2023. Switzerland sits outside the EU Prospectus Regulation; the FinSA/FIDLEG prospectus regime applies instead, and disclosure of significant shareholdings under FinfraG can be triggered as conversions accumulate.", "resalePath": "Shares are created out of conditional capital on conversion, admitted to trading on SIX, and freely tradable; there is no Swiss holding period or resale restriction. The gate is the FinSA prospectus regime rather than any lock-up, together with SIX ad hoc publicity obligations at each material drawdown and FinfraG shareholding notifications as the investor's position moves through the disclosure thresholds.", "localInstrumentTerms": "bedingtes Kapital (conditional capital); Kapitalband (capital band, new since 2023); Wandelanleihe / Wandeldarlehen (convertible bond / convertible loan); Vorwegzeichnungsrecht (advance subscription right, the right specific to convertible instruments); Bezugsrecht (subscription right); wichtiger Grund (good cause); Nennwert (nominal value); SIX Swiss Exchange; BX Swiss", "sources": [ "https://www.swissrights.ch/gesetze/Artikel-653a-OR-2025-EN.php", "https://www.swissrights.ch/gesetze/Artikel-653c-OR-2025-EN.php", "https://www.swissrights.ch/gesetze/Artikel-652b-OR-2025-EN.php", "https://www.lexology.com/library/detail.aspx?g=4af42d69-71cf-4cb7-9c66-dc2e557f4040", "https://www.lexology.com/library/detail.aspx?g=968376b6-74c2-4a52-bc3c-b48622110030", "https://www.globenewswire.com/news-release/2020/05/18/2035169/0/en/WISeKey-signs-a-CHF-10-0-million-investment-with-Swiss-investment-firm-Nice-Green-to-finance-its-new-IoT-Division-in-Europe-and-future-M-A-opportunities.html" ], "confidence": "medium", "lastReviewed": "2026-08-12" }, { "country": "Austria", "slug": "austria", "exchanges": "Wiener Börse - Amtlicher Handel (prime market, standard market) and the exchange-regulated direct market and direct market plus", "regulator": "Finanzmarktaufsicht (FMA); Wiener Börse as market operator", "tier": "CONSTRAINED", "floatingConversion": "Available in principle, but Austria makes every exclusion of subscription rights a full-dress exercise, and that is the distinguishing local fact: Austria did NOT follow Germany's liberalisation and has no equivalent of German section 186(3) sentence 4 AktG. There is no percentage safe harbour and no 'not materially below the market price' shortcut. Under section 153(3) of the Austrian AktG the subscription right may be excluded, wholly or partly, only in the resolution increasing the share capital, and only with a majority of at least three quarters of the share capital represented at the meeting; section 153(4) requires the exclusion to be expressly announced in the agenda and requires the management board to make available a written report on the reason for the exclusion, in which the proposed issue price must be justified. An Austrian board therefore has to justify a discount that, in a floating structure, is not yet known - and it cannot do quietly what a German board can do inside the 20% simplified route.", "standbyFacility": "Constructible through authorised capital with a delegated exclusion, but materially heavier than in Germany, the Netherlands or the UK. Section 169 AktG: the nominal amount of authorised capital may not exceed half of the share capital existing at the time of the authorisation, the authorisation runs for a maximum of five years, supervisory board approval is required for the issue of new shares, and the authorising resolution needs a three-quarters majority. Section 159(4) AktG: the nominal amount of conditional capital may not exceed half of the share capital existing at the time of the resolution. Between the 50% ceilings, the five-year limit, supervisory board consent at each drawdown and the absence of any simplified-exclusion route, a rolling multi-year facility carries real corporate friction in Austria. The listed universe is also small, so the population of issuers for whom the question arises is limited.", "governingRule": "Section 153(3) AktG (exclusion of subscription rights only in the capital increase resolution, three-quarters of the share capital represented) with section 153(4) (express agenda announcement plus a written management board report justifying the proposed issue price) - and the absence of any Austrian counterpart to German section 186(3) sentence 4 is itself the governing fact. Section 159(2) no. 1 AktG permits conditional capital 'zur Gewahrung von Umtausch- oder Bezugsrechten an Glaubiger von Wandelschuldverschreibungen'; section 159(4) caps conditional capital at half the share capital (10% for the employee stock option purpose under section 159(2) no. 3); section 159(5) caps the shares deliverable under all outstanding options at 20% of share capital. Section 169 AktG caps authorised capital at half the share capital for a maximum of five years. Article 47 of Directive (EU) 2017/1132 supplies the below-par floor. EU Prospectus Regulation as amended by Regulation (EU) 2024/2809 from 4 December 2024, 30% follow-on threshold.", "resalePath": "Shares arising on conversion are admitted to trading on the Wiener Börse and freely tradable; there is no Austrian holding period. The gate is the corporate procedure before issue and the prospectus threshold after it - exempt below 30% of the securities already admitted over 12 months for a fungible follow-on admission and for shares resulting from conversion or exchange, with a short summary document filed rather than approved.", "localInstrumentTerms": "Aktiengesellschaft (AG); Wandelschuldverschreibung (convertible bond); bedingtes Kapital (conditional capital); genehmigtes Kapital (authorised capital); Bezugsrechtsausschluss (exclusion of subscription rights); Vorstandsbericht (the management board report justifying the exclusion and the price); Aufsichtsrat (supervisory board, whose consent is needed for each issue); Hauptversammlung; Wiener Börse prime market / standard market / direct market plus", "sources": [ "https://www.jusline.at/gesetz/aktg/paragraf/153", "https://www.jusline.at/gesetz/aktg/paragraf/159", "https://www.jusline.at/gesetz/aktg/paragraf/169", "https://eur-lex.europa.eu/eli/dir/2017/1132/oj/eng", "https://eur-lex.europa.eu/eli/reg/2024/2809/oj/eng", "https://www.wienerborse.at/en/legal/legal-framework/" ], "confidence": "medium", "lastReviewed": "2026-08-12" }, { "country": "Sweden", "slug": "sweden", "exchanges": "Nasdaq Stockholm (regulated market); Nasdaq First North Growth Market Sweden (MTF); Spotlight Stock Market (MTF); NGM Nordic SME and Nordic MTF (MTF)", "regulator": "Finansinspektionen (FI). Self-regulation is material here and sits alongside FI: Aktiemarknadsnamnden (the Swedish Securities Council) issues statements on god sed pa vardepappersmarknaden, and Aktiemarknadens sjalvregleringskommitte (ASK) issues the Recommendation on directed cash issues (Rekommendation om riktade kontantemissioner).", "tier": "PERMISSIVE", "floatingConversion": "Yes. Convertibles (konvertibler) are issued under Aktiebolagslagen (2005:551) Chapter 15. Nothing in Swedish law fixes the conversion price at issuance and nothing caps the discount. The single hard floor is the below-par rule: the conversion price may not be set below the quota value (kvotvärde) of the existing shares, i.e. the portion of share capital each share represents. Where the conversion price would fall below quota value, the shortfall must be met by a cash payment at conversion. This is a live, observable market: Saniona (Nasdaq Stockholm) priced its Nice and Green convertible facility at 92% of the lowest daily VWAP over the 5 trading days before each conversion notice; Bublar Group (First North, later Goodbye Kansas) at a 7% discount to VWAP at the time of each conversion request. Because the floor is the quota value rather than a market reference, a Swedish issuer with a low quota value has effectively unlimited downward room, and issuers routinely reduce share capital or reverse-split to create it.", "standbyFacility": "Yes, and Sweden is one of the few European markets where the committed multi-tranche facility is ordinary market furniture rather than an exotic. Bublar Group's SEK 50.4 million agreement with Nice and Green committed the investor to subscribe for convertibles in 12 monthly tranches of up to SEK 4.2 million over 14 months. Episurf Medical did the same with the European Select Growth Opportunities Fund. Mechanically the facility runs off a board authorisation (bemyndigande) from the general meeting under ABL Chapter 13 (share issues) or Chapter 15 (convertibles), with the shareholders' preferential right (foretradesratt) deviated from. The recurring practical constraint is the life of the bemyndigande, which is believed to lapse at the next annual general meeting rather than running for a fixed multi-year term - so a Swedish facility is usually structured around the AGM calendar and re-authorised annually. That duration point is flagged unverified.", "governingRule": "ABL 13 kap. 2 - shareholders have a preferential right to subscribe in proportion to their holding unless the general meeting resolves otherwise; a directed issue (riktad nyemission) needs a two-thirds majority, and the Leo rules in ABL 16 kap. escalate to nine-tenths where the subscriber is a related party. ABL 15 kap. - the conversion price may not be below the quota value of existing shares. The pricing discipline is not a statutory percentage but a self-regulatory standard: the ASK Recommendation on directed cash issues, reinforced by Aktiemarknadsnamnden statements (AMN 2021:41 and AMN 2022:36 were the ones traceable), requires the board to state clearly and in detail the reasons for deviating from the preferential right, how the issue price was determined, and the steps taken to ensure it is on market terms. In 2021 AMN underlined that a directed issue is a deviation from the general rule that cash issues carry preferential rights. That justification burden falls on the board at each drawdown, not once at signing - which is the single most important thing an issuer needs to know before signing a Swedish facility.", "resalePath": "Fast and clean, and materially better than the US. There is no Swedish holding period and no resale registration. Shares issued on conversion are registered with Euroclear Sweden and are fungible with the listed line on admission. On Nasdaq Stockholm (a regulated market) admission is prospectus-exempt for securities fungible with an existing listed line representing less than 30% of the number already admitted over 12 months - the threshold was raised from 20% by the EU Listing Act, Regulation (EU) 2024/2809, with effect from 4 December 2024. On First North, Spotlight and NGM (MTFs) the Prospectus Regulation's admission obligation does not bite at all, so a facility on those venues faces no prospectus constraint on the resale side. Above the threshold on Nasdaq Stockholm, a prospectus or the new short-form summary document is required.", "localInstrumentTerms": "riktad nyemission (directed cash issue); företrädesemission (rights issue); konvertibel / konvertibelt lån (convertible / convertible loan); teckningsoptioner (warrants); bemyndigande (board authorisation to issue); foretradesratt (preferential/pre-emption right); kvotvärde (quota value, the Swedish substitute for par); god sed pa vardepappersmarknaden (generally accepted practice in the securities market); Leo-reglerna (the related-party issue rules)", "sources": [ "https://lagen.nu/2005:551", "https://regelkommitten.se/", "https://www.davispolk.com/insights/client-update/changes-eu-prospectus-regulation-under-new-eu-listing-act-effective-today", "https://eur-lex.europa.eu/eli/dir/2017/1132/oj/eng" ], "confidence": "high", "lastReviewed": "2026-09-10" }, { "country": "Norway", "slug": "norway", "exchanges": "Oslo Bors and Euronext Expand Oslo (regulated markets); Euronext Growth Oslo (MTF). All operated by Euronext Oslo Bors ASA.", "regulator": "Finanstilsynet (the Norwegian Financial Supervisory Authority), with the exchange itself running first-line issuer supervision under the Oslo Rule Book II Issuer Rules and the Euronext Growth Oslo Rule Book Part II.", "tier": "PERMISSIVE", "floatingConversion": "Yes. A convertible loan (konvertibelt lån) is raised under Chapter 11 of the allmennaksjeloven and registered in the Norwegian Register of Business Enterprises, after which the holder can convert without further corporate approvals. Nothing in the Act fixes the conversion price at the time the loan is raised, and there is no statutory maximum discount. Live example on Euronext Growth Oslo: a convertible allowing conversion at the 30-day VWAP immediately prior to conversion less an 11% discount. The binding EEA-level floor is the below-par rule in Directive (EU) 2017/1132 Article 47 - shares may not be issued at a price lower than their nominal value or accountable par - which for a Norwegian ASA means the pålydende (nominal value) of the share.", "standbyFacility": "Yes, and Norway is structurally the most private-placement-friendly market in the region: directed issues (rettede emisjoner) account for more than 90% of total issue volume on Oslo Bors-operated venues, a share Finanstilsynet describes as very high compared with other EEA countries. The enabling mechanic is the styrefullmakt under allmennaksjeloven Section 10-14: the general meeting may authorise the board to increase the share capital, the resolution must state the maximum amount and the period, the authorisation may run for no more than two years at a time, the aggregate nominal value issuable under it must be within half of the share capital registered at the time the authorisation was registered, and the resolution must state expressly whether shareholders' pre-emptive right under Section 10-4 may be set aside. So the practical ceiling on a Norwegian facility is 50% of share capital per authorisation, refreshed at least every two years.", "governingRule": "Two rules do the work. Company law: allmennaksjeloven Section 10-4 gives shareholders a pre-emptive right, Section 10-5 allows it to be set aside by the general meeting, and Section 10-14 caps a board authorisation at 50% of registered share capital and two years. Securities law: Section 5-14 of the Securities Trading Act requires the issuer to treat shareholders equally and not to subject them to differential treatment that is not objectively justified - supplemented by the Oslo Bors Guidelines for Equal Treatment and the Continuing Obligations. That equal-treatment duty is the real constraint, and Norwegian market practice answers it with a subsequent repair offering (reparasjonsemisjon) to excluded shareholders. The regime is under active review: Finanstilsynet's December 2023 thematic report found that investment firms often failed to challenge issuers' private placement plans or advise properly on equal treatment, that documentation and insider lists were substantially deficient, and that Oslo Bors' own monitoring of the equal-treatment obligation was nearly absent for placements between January and September 2022 (only one documented assessment). In 2024 Finanstilsynet proposed to the Ministry of Finance that a public committee review the practice and consider rule changes. Treat this as a moving target.", "resalePath": "Shares issued on conversion are registered in Euronext Securities Oslo (the VPS) and are fungible with the listed line. No Norwegian holding period, no resale registration. On Euronext Growth Oslo (an MTF) there is no admission prospectus obligation. On Oslo Bors and Euronext Expand the fungible-securities admission exemption applies - but Norway is an EEA state, not an EU member, so the raised 30% threshold under Regulation (EU) 2024/2809 only applies once that Regulation has been incorporated into the EEA Agreement and taken into Norwegian law. Do not assume 30% is live in Norway. Verify the EEA incorporation date before publishing a number; write the principle without the number if it cannot be confirmed.", "localInstrumentTerms": "rettet emisjon (directed issue / private placement); reparasjonsemisjon (repair issue); fortrinnsrettsemisjon (rights issue); konvertibelt lån (convertible loan); styrefullmakt (board authorisation); fortrinnsrett (pre-emptive right); likebehandling (equal treatment); pålydende (nominal value); allmennaksjeloven (Public Limited Liability Companies Act)", "sources": [ "https://www.finanstilsynet.no/en/news-archive/news/2023/private-placements-and-equal-treatment-of-shareholders/", "https://lovdata.no/lov/1997-06-13-45/%C2%A710-14", "https://eur-lex.europa.eu/eli/dir/2017/1132/oj/eng", "https://www.davispolk.com/insights/client-update/changes-eu-prospectus-regulation-under-new-eu-listing-act-effective-today" ], "confidence": "medium", "lastReviewed": "2026-09-10" }, { "country": "Denmark", "slug": "denmark", "exchanges": "Nasdaq Copenhagen (regulated market); Nasdaq First North Growth Market Denmark (MTF)", "regulator": "Finanstilsynet (the Danish Financial Supervisory Authority)", "tier": "CONSTRAINED", "floatingConversion": "Qualified. Convertible debt instruments (konvertible gældsbreve) are issued under selskabsloven Section 167 by the general meeting with the majority required to amend the articles, and the general meeting must simultaneously resolve the corresponding capital increase; or by the central governing body under an authorisation, per Section 169. The constraint is in Section 169(2): the resolution must state, among other terms, the size or number of the capital shares and the tegningskurs - the subscription price. A Danish resolution therefore has to put a price on the page. Whether a formula (a stated discount to a future VWAP) satisfies that requirement, or whether a figure is needed, is the whole question for Denmark and it is not settled by any published source found. On top of that sits a hard floor: Section 31 - kapitalandele kan ikke tegnes under forbehold eller til underkurs (capital shares may not be subscribed conditionally or below par). Practically, a Danish facility is workable with a stated minimum conversion price; an open-ended floating price is not obviously compliant.", "standbyFacility": "Possible in principle, unproven in practice. The enabling route is selskabsloven Section 155: the general meeting may, by a provision in the articles, authorise the central governing body to increase the share capital; the articles must state the maximum amount; the authorisation runs for up to 5 years at a time and is renewable; and under Section 155(4) the general meeting may decide that pre-emption rights are deviated from, which must appear in the articles. The 5-year window is the longest in the region and is genuinely attractive for a multi-year facility. Against that, Section 169(2) requires a minimum 2-week subscription period, and no Danish committed equity facility or floating-price convertible facility could be identified in this pass. Denmark should be presented as legally navigable and commercially untested, not as an active market.", "governingRule": "Selskabsloven Section 31 (no subscription below par) is the hard floor; Section 162 is the pre-emption rule - on a cash capital increase shareholders have a right to proportional subscription of the new shares, and the general meeting may waive it in favour of others with the majority required to amend the articles (two-thirds), with Section 162(5) requiring consent from shareholders whose rights are worsened beyond what the meeting notice disclosed and Section 162(6) requiring two-thirds approval from a disadvantaged class; Section 155 governs the authorisation (5 years, amount stated in the articles, pre-emption waiver must be in the articles); Sections 167 and 169 govern convertible instruments, with Section 169(2) requiring the resolution to state the number of shares and the tegningskurs.", "resalePath": "No Danish holding period and no resale registration. Shares issued on conversion are registered with Euronext Securities Copenhagen and are fungible with the listed line. On Nasdaq Copenhagen the fungible-securities admission exemption runs to 30% of the number already admitted over 12 months (raised from 20% by Regulation (EU) 2024/2809 with effect from 4 December 2024); on First North Denmark, an MTF, no admission prospectus arises. Denmark is an EU member so the raised threshold applies directly, unlike Norway and Iceland.", "localInstrumentTerms": "konvertible gældsbreve (convertible debt instruments); warrants (the Danish statute uses the English word); rettet emission (directed issue); fortegningsret (pre-emption right); bemyndigelse (authorisation to the central governing body); tegningskurs (subscription price); underkurs (below par); selskabsloven (Danish Companies Act); det centrale ledelsesorgan (the central governing body)", "sources": [ "https://danskelove.dk/selskabsloven/31", "https://danskelove.dk/selskabsloven/155", "https://danskelove.dk/selskabsloven/162", "https://danskelove.dk/selskabsloven/167", "https://danskelove.dk/selskabsloven/169", "https://eur-lex.europa.eu/eli/dir/2017/1132/oj/eng", "https://www.davispolk.com/insights/client-update/changes-eu-prospectus-regulation-under-new-eu-listing-act-effective-today" ], "confidence": "medium", "lastReviewed": "2026-08-12" }, { "country": "Finland", "slug": "finland", "exchanges": "Nasdaq Helsinki (regulated market); Nasdaq First North Growth Market Finland (MTF)", "regulator": "Finanssivalvonta (FIN-FSA)", "tier": "CONSTRAINED", "floatingConversion": "Constrained by a purposive test rather than by a price floor. Finnish law does not treat convertibles as a separate instrument: they sit in Chapter 10 of the Limited Liability Companies Act (624/2006) as option rights and other special rights entitling to shares, and Chapter 10 pulls in the Chapter 9 issue rules. The gate is Chapter 9 Section 4(1): an issue may deviate from shareholders' pre-emptive rights only if there is a weighty financial reason (painava taloudellinen syy) for the company, and in assessing the permissibility of a directed issue special attention shall be paid to the relation between the subscription price and the fair price of the share. That second limb is exactly what a deep, open-ended discount to a future VWAP fails. There is no fixed maximum discount and no statutory percentage - which is worse for planning, not better, because the test is qualitative and applied after the fact by a court on a shareholder challenge.", "standbyFacility": "Legally available, practically demanding. The board can be authorised to resolve on a share issue and on the issuance of special rights under Chapter 10 Section 1, and such issues may be directed if there is a weighty financial reason. But the weighty-financial-reason test is applied to the directed issue, and a facility drawn in many tranches over time invites the question at every drawdown rather than once. The board's exposure is the point: the test protects all shareholders and the relation of price to fair value is expressly part of the assessment. A Finnish facility therefore works best where the issuer can document a genuine funding need that a rights issue could not meet on the timetable available, and where the discount is modest.", "governingRule": "Limited Liability Companies Act (624/2006) Chapter 9 Section 4(1) - the weighty financial reason test and the subscription-price-to-fair-price assessment; Chapter 10 Sections 1-3 - option rights and other special rights entitling to shares, which is where convertibles live and to which the same test applies; Chapter 5 Section 27 - the two-thirds qualified majority for a directed issue or an authorisation permitting one. Finland is also unusual on the below-par question: the LLCA has no nominal value, and the subscription price may be credited to the reserve for invested unrestricted equity (sijoitetun vapaan oman pääoman rahasto, SVOP) rather than to share capital, which would remove the accountable-par floor that binds Sweden, Denmark, Greece and the Southern European markets. That reading is NOT verified and must not be published without confirmation - it is the difference between a hard floor and no floor at all.", "resalePath": "Shares issued on exercise of a special right are registered with Euroclear Finland and are fungible with the listed line; no Finnish holding period and no resale registration. Nasdaq Helsinki is a regulated market, so the fungible-securities admission exemption applies up to 30% of the number already admitted over 12 months (raised from 20% by Regulation (EU) 2024/2809 with effect from 4 December 2024). First North Finland is an MTF and carries no admission prospectus obligation. The prospectus side is therefore not the constraint in Finland; the company-law test is.", "localInstrumentTerms": "suunnattu anti (directed issue); painava taloudellinen syy (weighty financial reason); merkintäetuoikeus (pre-emptive subscription right); erityinen oikeus / optio-oikeus (special right / option right entitling to shares); merkintahinta (subscription price); sijoitetun vapaan oman pääoman rahasto, SVOP (reserve for invested unrestricted equity); osakeyhtiölaki (Limited Liability Companies Act); vaihtovelkakirjalaina (convertible bond loan, the older term)", "sources": [ "https://eur-lex.europa.eu/eli/dir/2017/1132/oj/eng", "https://www.davispolk.com/insights/client-update/changes-eu-prospectus-regulation-under-new-eu-listing-act-effective-today" ], "confidence": "medium", "lastReviewed": "2026-08-12" }, { "country": "Iceland", "slug": "iceland", "exchanges": "Nasdaq Iceland Main Market (regulated market); Nasdaq First North Growth Market Iceland (MTF)", "regulator": "The Financial Supervisory Authority of the Central Bank of Iceland (Fjarmalaeftirlit Sedlabanka Islands) - the former standalone FME was merged into the Central Bank of Iceland on 1 January 2020. This merger date is stated from general knowledge and was not verified in this pass.", "tier": "CONSTRAINED", "floatingConversion": "Not established, and this page must say so. Iceland is an EEA state, so the Second Company Law Directive as recast in Directive (EU) 2017/1132 was transposed into Icelandic law (Act No 137/1994 amending Act No 32/1978, republished as the Act on Public Limited Companies No 2/1995). That means the Article 47 floor applies - shares may not be issued at a price lower than their nominal value or accountable par - and shareholders have a pre-emptive right on cash increases capable of being restricted or withdrawn by a qualified-majority resolution on a written report from the board. Beyond that framework position, nothing about Icelandic practice on floating conversion pricing could be verified: the statute could not be opened, and no Icelandic listed issuer was found to have done a floating-price convertible or a committed equity facility. The honest verdict is CONSTRAINED on the ground of an unproven market and an unread statute, not on the ground of a rule we can name.", "standbyFacility": "Not established. The EEA framework permits an authorised-capital mandate (Directive (EU) 2017/1132 Article 68, five-year maximum, renewable) with pre-emption disapplied, and Icelandic law will carry a transposition of it. But Nasdaq Iceland is a very small market with roughly two dozen listed companies, and no equity-facility practice was found. Two further practical questions bear on whether an outside investor can operate here at all and neither could be resolved: the current status of Icelandic capital-flow management measures (controls imposed in 2008 were largely lifted in March 2017 and the special reserve requirement on inflows was later reduced, but the Central Bank's present position was not confirmed), and sector-specific foreign-ownership restrictions, which exist in Iceland for fisheries and energy.", "governingRule": "Cannot be named with a number. The Act on Public Limited Companies No 2/1995 is the governing statute and the Nasdaq Iceland Rules for Issuers of Financial Instruments sit on top of it, but neither could be opened (althingi.is returned 403, government.is returned 402, the Lex Mundi Iceland guide returned 403). Until the Act is read, the Iceland page must carry the EEA-level rule (Directive (EU) 2017/1132 Articles 47, 68 and 72, which was read verbatim) and no Icelandic article numbers at all. Publishing an invented or half-remembered article number here would be the worst single error available in this region.", "resalePath": "Framework position only. Shares issued on conversion would be registered with Nasdaq CSD Iceland and would be fungible with the listed line; there is no Icelandic holding period analogous to Rule 144. On the Main Market the Prospectus Regulation fungibility exemption applies, but Iceland is EEA and not EU: the increase from 20% to 30% under Regulation (EU) 2024/2809 only applies once incorporated into the EEA Agreement and taken into Icelandic law, and that date was not confirmed. Do not publish 30% for Iceland. First North Iceland, as an MTF, carries no admission prospectus obligation. Repatriation of proceeds is a separate question that turns on the capital-flow position above.", "localInstrumentTerms": "hlutafelag, hf. (public limited company); hlutafjaraukning (share capital increase); forgangsrettur (pre-emptive right); breytanleg skuldabref (convertible bonds); nafnverd (nominal value); Kauphollin (the Exchange). These Icelandic terms are offered from general knowledge and each should be confirmed against Act No 2/1995 before it appears on the page.", "sources": [ "https://eur-lex.europa.eu/eli/dir/2017/1132/oj/eng", "https://www.davispolk.com/insights/client-update/changes-eu-prospectus-regulation-under-new-eu-listing-act-effective-today" ], "confidence": "low", "lastReviewed": "2026-08-12" }, { "country": "Italy", "slug": "italy", "exchanges": "Euronext Milan and Euronext STAR Milan (regulated market); Euronext Growth Milan (MTF). Operated by Borsa Italiana, part of Euronext.", "regulator": "Consob (Commissione Nazionale per le Societa e la Borsa)", "tier": "PERMISSIVE", "floatingConversion": "Yes, explicitly and on the regulator's own description. Consob's Richiamo di attenzione n. 14/25 of 7 July 2025 sets out the structure it calls the POC non standard (non-standard convertible bond loan): issued to a single investor, drawn in multiple tranches over time, usually accompanied by warrants, with the conversion price set against the market shortly before each conversion request rather than fixed at signing. No pricing window and no discount percentage are published because neither was confirmed. Consob states there are currently no quantitative limits on the number of shares issuable on conversion requests and no rule prohibiting the investor from trading during the period over which the conversion price is measured; only MAR restrictions apply. There is no percentage floor of the kind Spain applies: the hard limit is the EU below-par rule. Article 2441, sixth paragraph, does direct the resolution to determine the issue price on the basis of net asset value, taking account, for shares listed on a regulated market, of the trend of quotations over the last six months, but that is a reference and a sign-off rather than a floor - and a six-month quotation trend is not the same reference as a short VWAP window measured just before each conversion, which is the live Italian drafting question. There is no lock-up; Consob records that the single investor rarely settles into a stable shareholding and sells the converted shares back into the market to recover the loan. Italy is, in law, the most open floating-conversion market in this region. It is also the one where the regulator has published the most hostile findings, and a page on Italy that omits them would be indefensible.", "standbyFacility": "Yes. The tranche-drawdown POC is functionally the Italian committed convertible facility, and straight equity lines are also used. The corporate mechanics run through Article 2420-bis of the Civil Code (convertible bonds resolved by an extraordinary general meeting, which must simultaneously resolve the capital increase serving conversion and cannot act unless the existing capital is fully paid up) or a board delegation under Article 2420-ter, combined with an exclusion of the option right under Article 2441. Because Article 2441(4) second sentence allows exclusion for up to 10% of pre-existing share capital at market value on an auditor's report - extended to companies traded on multilateral trading facilities, so Euronext Growth Milan issuers can use it - a facility larger than that runs under Article 2441(5), which requires the directors to justify the exclusion by the company's interest and the collegio sindacale to opine on the congruity of the issue price. One mechanic has to be reconciled with the drawdown schedule in the term sheet: under Article 2420-bis conversion settles half-yearly by default, the directors issuing shares in the first month of each semester to bondholders who asked to convert during the previous one.", "governingRule": "Civil Code Article 2441 is the pre-emption rule (diritto di opzione). Article 2441(4), second sentence: exclusion is permitted for shares up to 10% of pre-existing share capital where the issue price corresponds to market value and that is confirmed in a report by the statutory auditor or audit firm - extended to MTF-listed companies. Article 2441(5): exclusion where the company's interest requires it, by the capital-increase resolution itself. Article 2441(6) requires the directors to illustrate the proposal in a report giving the reasons for the exclusion and the criteria used to determine the issue price, with the collegio sindacale opining on the congruity of that price within 15 days, and then directs the resolution to determine the issue price on the basis of net asset value, taking account, for shares listed on a regulated market, of the trend of quotations over the last six months. Italian law therefore does direct how the resolution arrives at the price; it is a reference and a sign-off, not a floor. Articles 2420-bis and 2420-ter govern convertible bonds and the board delegation. Layered on top since July 2025: Consob Comunicazione n. 13/25 of 4 July 2025 imposes heightened disclosure on POC issuers - full transparency at signing including the express absence of any lock-up, disclosure at each tranche drawdown and each conversion request, and supplementary monthly or quarterly reporting for qualifying companies - and Richiamo di attenzione n. 14/25 of 7 July 2025 records the findings: issuers that were already in serious balance-sheet difficulty at the outset, most of which had not recovered years later, several entering insolvency proceedings, and a single investor that sells the converted shares back into the market, depreciating the price and diluting the register. No percentages are published for the depreciation or the dilution because they were not confirmed. Consob also invokes Article 149 TUF, requiring the control body to verify that the decision process was transparent and adequately informed. Nothing in that package prohibits the structure. Everything in it raises the disclosure and governance bar and the reputational cost.", "resalePath": "The fastest in the region. Shares issued on conversion are fungible with the listed line and freely tradable on delivery through Euronext Securities Milan; there is no Italian holding period, no resale registration, and Consob confirms there is no lock-up in these structures. On Euronext Milan the fungible-securities admission exemption runs to 30% of the number already admitted over 12 months (raised from 20% by Regulation (EU) 2024/2809 with effect from 4 December 2024). On Euronext Growth Milan, an MTF, no admission prospectus arises at all - which is why so much of this activity sits there.", "localInstrumentTerms": "prestito obbligazionario convertibile, POC (convertible bond loan); POC non standard (Consob's own label for the single-investor, tranche-drawn, variable-price structure); aumento di capitale con esclusione del diritto di opzione (capital increase excluding pre-emption); diritto di opzione (pre-emption right); delega ex art. 2420-ter (board delegation for convertible bonds); parere di congruita del revisore (auditor's congruity opinion); richiamo di attenzione (Consob attention call); equity line", "sources": [ "https://www.consob.it/web/area-pubblica/-/richiamo-di-attenzione-n-14-25-del-7-luglio-2025", "https://www.dirittobancario.it/art/prestiti-obbligazionari-convertibili-non-standard-richiamo-consob/", "https://eur-lex.europa.eu/eli/dir/2017/1132/oj/eng", "https://www.davispolk.com/insights/client-update/changes-eu-prospectus-regulation-under-new-eu-listing-act-effective-today" ], "confidence": "high", "lastReviewed": "2026-08-12" }, { "country": "Spain", "slug": "spain", "exchanges": "Bolsas y Mercados Espanoles: Bolsa de Madrid, Barcelona, Bilbao and Valencia trading on SIBE (regulated market); BME Growth and BME Scaleup (MTFs)", "regulator": "Comision Nacional del Mercado de Valores (CNMV)", "tier": "CONSTRAINED", "floatingConversion": "Constrained by a capped discount, which is the single most important fact about Spain. Under the Ley de Sociedades de Capital as amended by Ley 5/2021 of 12 April 2021, where the pre-emptive subscription right is excluded in a listed company the issue price must correspond to fair value (valor razonable), and Article 504 presumes fair value to be the market value established by reference to the stock-exchange quotation provided the issue price is not more than ten per cent below that quotation. A conversion or subscription price struck at 90% of a reference price sits at that edge. Anything deeper leaves the presumption: Article 504 still contemplates an issue below fair value, but on a directors' justification and an independent expert report on the resulting economic dilution, which converts a mechanical pricing formula into a contested valuation exercise on every drawdown. An open-ended floating price that can fall to whatever the market does is not compatible with the presumption. Spain therefore permits a market-referenced conversion price, but only a shallow one, and the practical answer is a documented floor under the discount.", "standbyFacility": "Available but hard-capped at 20% of capital on the board route. A delegation to the board to increase capital with the pre-emptive right excluded may not cover more than twenty per cent of the company's capital at the moment of the authorisation (Article 506 LSC), and shares issuable on conversion of obligaciones convertibles issued under a delegation with pre-emption excluded aggregate against that same twenty per cent rather than taking a bucket of their own. The independent expert report is optional inside the delegation: Article 506 provides that the company may obtain it voluntarily. It becomes a requirement where the board proposes to issue shares or convertible securities with pre-emption excluded above that threshold. Article 505 LSC is the hook a Spanish facility hangs on: the general meeting may fix the date, price and other conditions of the issue or delegate that fixing to the board, and the board may either set the price itself or establish a procedure for determining it that it considers reasonable and that, consistently with accepted market practice, produces a price corresponding to fair value. A pricing procedure rather than a price is what a drawdown facility needs, and Spain provides it; what it does not provide is a procedure that can output any number the market happens to reach. A facility sized beyond 20% of capital cannot run off a board delegation and needs the general meeting each time.", "governingRule": "Ley de Sociedades de Capital, Titulo XIV (sociedades cotizadas), as amended by Ley 5/2021 of 12 April 2021. Three articles do the work. Article 504 carries the fair-value presumption: market value by reference to the stock-exchange quotation, provided the issue price is not more than ten per cent below it, and it also carries the trigger for the independent expert report above twenty per cent. No paragraph numbers are published for either limb: the article numbering in secondary commentary is inconsistent and was not confirmed in primary form. Article 505 is the power to fix the date, price and conditions of the issue, to delegate that fixing to the board, and for the board to establish a pricing procedure which, consistently with accepted market practice, produces a price corresponding to fair value. Article 506 caps a delegation excluding the pre-emptive right at twenty per cent of capital at the moment of the authorisation, and provides that the expert report may be obtained voluntarily within that delegation. Shares issuable on conversion of convertible securities issued under such a delegation aggregate against the same ceiling; no section number is published for that aggregation because it was not confirmed. The LSC's general delegation to increase capital does not carry the power to exclude pre-emption - that power is what Article 506 caps at twenty per cent. Ley 5/2021's direction of travel was liberalising, but the effect for this structure is a defined, low ceiling on both discount and size.", "resalePath": "Clean and quick. Shares issued on conversion are registered with Iberclear, are fungible with the listed line and are freely tradable on admission; there is no Spanish holding period and no resale registration. On the regulated market the fungible-securities admission exemption runs to 30% of the number already admitted over 12 months (raised from 20% by Regulation (EU) 2024/2809 with effect from 4 December 2024). On BME Growth and BME Scaleup, as MTFs, no admission prospectus arises. The resale side is not the Spanish constraint; the pricing and capacity side is.", "localInstrumentTerms": "ampliación de capital con exclusión del derecho de suscripción preferente (capital increase excluding pre-emptive subscription rights); derecho de suscripción preferente (pre-emptive subscription right); obligaciones convertibles (convertible bonds); valor razonable (fair value); delegacion en el consejo de administracion (delegation to the board); colocación acelerada (accelerated bookbuild); informe de experto independiente (independent expert report); sociedad cotizada (listed company)", "sources": [ "https://www.boe.es/buscar/act.php?id=BOE-A-2021-5773", "https://www.iberley.es/legislacion/articulo-505-ley-sociedades-capital", "https://eur-lex.europa.eu/eli/dir/2017/1132/oj/eng", "https://www.davispolk.com/insights/client-update/changes-eu-prospectus-regulation-under-new-eu-listing-act-effective-today" ], "confidence": "medium", "lastReviewed": "2026-08-12" }, { "country": "Portugal", "slug": "portugal", "exchanges": "Euronext Lisbon (regulated market); Euronext Access Lisbon (MTF)", "regulator": "Comissao do Mercado de Valores Mobiliarios (CMVM)", "tier": "CONSTRAINED", "floatingConversion": "Constrained by a procedural gate rather than a numeric cap. Article 365 of the Código das Sociedades Comerciais permits a sociedade anonima to issue bonds convertible into shares representing its capital or held by it. Article 460 imposes no percentage floor on the issue price and prescribes no valuation method, so a discount to a market window is not prohibited on its face. What constrains is the rest of Article 460: the legal pre-emption right on the subscription of shares may not be limited or suppressed except under the conditions of that article; the same article requires the resolution limiting or suppressing it to be taken separately from any other resolution, by the majority required for a capital increase; and it requires the board's written report to state the justification for the proposal, the method of allotting the new shares, the payment conditions, the issue price and the criteria used to determine that price. A conversion price discovered against a market window months later is not a price that can be put in that report; it is a formula. Whether a stated formula, with its reference period and its bounds, satisfies the requirement is not settled by the text. On top sits the EU below-par floor (Directive (EU) 2017/1132 Article 47).", "standbyFacility": "Structurally possible, and not demonstrated. Article 460 lets the general meeting suppress the pre-emption right, for the same corporate-interest reason, in relation to a capital increase resolved or to be resolved by the board under Article 456 - forward suppression, which is what makes a standing arrangement structurally possible at all. The Article 456 authorised-capital route is the only way to avoid a meeting per drawdown: the articles must fix a maximum amount and a period of no more than five years, and where they are silent on the period it is five years. The third paragraph of Article 456 then places a standing reviewer inside that authority, sending every draft board resolution to the conselho fiscal, the audit committee or the general and supervisory board, with an unfavourable opinion allowing the board to refer the disagreement to the general meeting. What remains open is narrower than whether forward suppression is possible: it is whether one Article 460 report can carry a series of drawdowns priced months apart. No Portuguese listed issuer was identified as having run a committed equity facility or a floating-price convertible with a single outside investor; Euronext Lisbon is a small market and the absence may reflect only that. Workable for a small number of sized tranches at a bounded price, a poor fit for a facility drawn opportunistically.", "governingRule": "Código das Sociedades Comerciais Article 460 - limitation or suppression of the pre-emption right. Article 460 permits the general meeting to suppress it in relation to an increase resolved or to be resolved by the board under Article 456; requires that resolution to be taken separately from any other resolution, by the majority required for a capital increase; and requires the board's written report to state the justification, the method of allotment, the payment conditions, the issue price and the criteria used to determine it. No paragraph numbers are published for Article 460 because the Portuguese text was not read in primary form. Articles 365 to 367 - convertible bonds, their deliberation, and shareholders' preference over them; Articles 366 and 367 were not available in full and are not described. Article 456 - capital increase resolved by the board under an authorisation in the articles, which must fix a maximum amount and a period of no more than five years, five years applying where the articles are silent, with its third paragraph sending every draft board resolution to the conselho fiscal, the audit committee or the general and supervisory board. Above the CSC sits Directive (EU) 2017/1132 Article 47 (no issue below nominal value or accountable par), Article 68 (authorised capital, five-year maximum, renewable) and Article 72 (pre-emption and the qualified majority to restrict or withdraw it on a written report from the administrative body).", "resalePath": "Shares issued on conversion are registered through Euronext Securities Porto and are fungible with the listed line; no Portuguese holding period and no resale registration. On Euronext Lisbon the fungible-securities admission exemption runs to 30% of the number already admitted over 12 months (raised from 20% by Regulation (EU) 2024/2809 with effect from 4 December 2024); on Euronext Access Lisbon, an MTF, no admission prospectus arises. As in Spain, the resale side is not the constraint.", "localInstrumentTerms": "obrigações convertíveis (convertible bonds); obrigações com direito de subscrição de acções (bonds with a right to subscribe shares, CSC Article 372-A); aumento de capital (capital increase); direito de preferência (pre-emption right); supressao do direito de preferência (suppression of the pre-emption right); capital autorizado (authorised capital); sociedade anonima, SA; preço de emissão (issue price)", "sources": [ "https://informador.pt/legislacao/lexit/codigos/direito-comercial/codigo-das-sociedades-comerciais/titulo-iv-sociedades-anonimas/capitulo-iv-obrigacoes/seccao-ii-modalidades-de-obrigacoes/artigo-365-o-obrigacoes-convertiveis-em-acoes-ou-noutros-valores-mobiliarios/", "https://informador.pt/legislacao/lexit/codigos/direito-comercial/codigo-das-sociedades-comerciais/titulo-iv-sociedades-anonimas/capitulo-v-alteracoes-do-contrato/seccao-ii-aumento-de-capital/artigo-460-o-limitacao-ou-supressao-do-direito-de-preferencia/", "https://eur-lex.europa.eu/eli/dir/2017/1132/oj/eng", "https://www.davispolk.com/insights/client-update/changes-eu-prospectus-regulation-under-new-eu-listing-act-effective-today" ], "confidence": "low", "lastReviewed": "2026-08-12" }, { "country": "Greece", "slug": "greece", "exchanges": "Athens Exchange (ATHEX) Main Market (regulated market); ATHEX Alternative Market, EN.A. (MTF)", "regulator": "Hellenic Capital Market Commission (Epitropi Kefalaiagoras / HCMC), with the Athens Exchange operating the market rulebook", "tier": "CONSTRAINED", "floatingConversion": "Permitted only within a pre-approved range, and hard-floored at par. Article 71 of Law 4548/2018 requires the competent body resolving on a convertible bond loan to establish the time and manner of exercising the conversion right and the price or conversion ratio or their range, with the board fixing the final ratio before issuance. A range is therefore expressly contemplated - Greece accommodates a refixing mechanic, not an open-ended floating one, because the outer bounds must be voted before the money arrives. The hard stop is also in Article 71: it is prohibited to grant shares whose nominal value exceeds the issue price of the convertible bonds. That is the below-par rule applied to conversion, and in Greece it bites hard, because Article 35 sets the nominal value of a share between EUR 0.04 and EUR 100 and prohibits issuing shares below par. Greek listed companies that have fallen a long way carry nominal values above their market price, and for those issuers a market-referenced conversion price is unavailable until they reduce par or reverse-split. For that population Greece is effectively CLOSED, and the page must say so.", "standbyFacility": "Constrained by the same two gates. A drawdown facility needs the pre-emption right disapplied and a standing authority to issue. Article 27 permits the general meeting, by increased quorum and majority, to limit or abolish the pre-emption right, on a written board report justifying the disapplication and proposing the issue price or minimum price, with both the report and the resolution published; where the board decides under an authority granted by the articles or a resolution, it needs a majority of at least two-thirds of all its members. Article 71 records that the pre-emption provisions do not apply at the moment of conversion itself - pre-emption bites on the issue of the bond, not on the shares delivered under it, which is helpful. Article 24 provides the board's delegated authority to increase share capital, but its ceiling and duration were not read. A Greek facility is therefore workable where the parties can define a conversion range in advance and the issuer's par value leaves room beneath its market price.", "governingRule": "Law 4548/2018 (Reform of the Law on Societes Anonymes, Government Gazette A 104 of 13 June 2018). Article 71 - convertible bonds: the resolution must set the price or conversion ratio or their range, the board fixes the final ratio before issuance, pre-emption does not apply on conversion, and shares whose nominal value exceeds the issue price of the bonds may not be granted. Article 27 - limitation or abolition of the pre-emption right: increased quorum and majority at the general meeting, a published written board report justifying the disapplication and proposing the issue price or minimum price, and a two-thirds-of-all-members board majority where the board exercises the power. Article 35 - nominal value between EUR 0.04 and EUR 100 and no issue below par. Article 24 - the board's delegated capital-increase authority. The distinctively Greek feature is that the pricing floor is the issuer's own nominal value rather than a market reference, which makes the answer issuer-specific in a way it is not anywhere else in this region.", "resalePath": "Shares issued on conversion are registered in the Dematerialised Securities System operated by ATHEXCSD and are fungible with the listed line; there is no Greek holding period and no resale registration. On the ATHEX Main Market the fungible-securities admission exemption runs to 30% of the number already admitted over 12 months (raised from 20% by Regulation (EU) 2024/2809 with effect from 4 December 2024); on the Alternative Market, an MTF, no admission prospectus arises. The Greek constraint sits entirely on the issuance side, not the resale side.", "localInstrumentTerms": "metatrepsimo omologiako daneio / μετατρέψιμο ομολογιακό δάνειο (convertible bond loan); afxisi metochikou kefalaiou / αύξηση μετοχικού κεφαλαίου (share capital increase); dikaioma protimisis / δικαίωμα προτίμησης (pre-emption right); katargisi dikaiomatos protimisis / κατάργηση δικαιώματος προτίμησης (abolition of the pre-emption right); artio / άρτιο (par); onomastiki axia / ονομαστική αξία (nominal value); afximeni apartia kai pleiopsifia / αυξημένη απαρτία και πλειοψηφία (increased quorum and majority); EN.A. (the ATHEX Alternative Market)", "sources": [ "https://www.taxheaven.gr/law/4548/2018/article/27/view", "https://www.taxheaven.gr/law/4548/2018/article/71/view", "https://eur-lex.europa.eu/eli/dir/2017/1132/oj/eng", "https://www.davispolk.com/insights/client-update/changes-eu-prospectus-regulation-under-new-eu-listing-act-effective-today" ], "confidence": "medium", "lastReviewed": "2026-08-12" }, { "country": "Poland", "slug": "poland", "exchanges": "Giełda Papierów Wartościowych w Warszawie (GPW / Warsaw Stock Exchange) Main Market; NewConnect (GPW's SME growth market / alternative trading system); Catalyst (bond market)", "regulator": "Komisja Nadzoru Finansowego (KNF - Polish Financial Supervision Authority)", "tier": "PERMISSIVE", "floatingConversion": "YES - expressly contemplated by statute. Art. 433 §2 of the Kodeks spółek handlowych (KSH) requires the management board, when pre-emptive rights (prawo poboru) are excluded, to present a written opinion justifying the exclusion and stating 'proponowaną cenę emisyjną akcji bądź sposób jej ustalenia' - the proposed issue price OR THE MANNER OF DETERMINING IT. Art. 433 §6 applies §§1-5 to securities convertible into shares and to instruments carrying subscription rights, so a formula-priced convertible is within the statutory contemplation. Art. 453 §3 likewise lets a subscription-warrant (warrant subskrypcyjny) resolution state 'cenę emisyjną lub sposób jej ustalenia', with an exercise term of up to 10 years. Convertible bonds (obligacje zamienne) run through Bonds Act (Ustawa o obligacjach, 15 January 2015) Art. 19 plus a conditional share capital increase (warunkowe podwyższenie kapitału zakładowego) under KSH Art. 448-452. Two hard limits, neither usually binding: Bonds Act Art. 19 caps the conversion ratio at no more than PLN 1 of share nominal value per PLN 1 of bond nominal value, and KSH Art. 448 caps conditional capital at twice the share capital at the date of the resolution. The absolute price floor is nominal value - Directive (EU) 2017/1132 Art. 47 (shares may not be issued below nominal value or accountable par) read with KSH Art. 308 §2 (minimum nominal value 1 grosz, i.e. PLN 0.01). A PLN 0.01 floor leaves very large headroom for a resetting conversion price.", "standbyFacility": "YES, and Poland has the cleanest statutory route in the region. KSH Art. 444 permits authorised capital (kapitał docelowy) - a statutory authorisation to the management board to increase share capital, capped at three-quarters of the share capital at the date of the authorisation and running for a maximum of 3 years (renewable for successive 3-year periods). KSH Art. 446 §1 makes the board's resolution a substitute for a general meeting resolution, and Art. 446 §2 provides that board resolutions 'w sprawach ustalenia ceny emisyjnej' - setting the issue price - require supervisory board consent unless the statute provides otherwise. That is a drawdown-by-drawdown pricing mechanism written into the companies code. Art. 447 permits exclusion of pre-emptive rights inside authorised capital either by a general meeting resolution under Art. 433 §2 or by the board itself with supervisory board consent, if the statute so authorises. Practical shape: statute amendment creating kapitał docelowy with pre-emption disapplied, then a private subscription (subskrypcja prywatna) to the investor at each drawdown, board resolution in notarial form (Art. 446 §3), price set by the board against a VWAP window with supervisory board sign-off.", "governingRule": "KSH Art. 433 §2 - exclusion of prawo poboru requires a general meeting majority of at least FOUR-FIFTHS of votes (higher than the EU minimum of two-thirds in Directive (EU) 2017/1132 Art. 83), plus the board's written opinion on the issue price or the method of determining it. Secondary governing limits: KSH Art. 444 (authorised capital <= 3/4 of share capital, 3 years); KSH Art. 448 (conditional capital <= 2x share capital); KSH Art. 308 §2 (nominal value floor PLN 0.01) with Directive (EU) 2017/1132 Art. 47. Note Directive Art. 72 applies pre-emption to the ISSUE of convertible securities but expressly not to their conversion or the exercise of subscription rights - so the 4/5 vote is a one-time event at signing, not a per-conversion event.", "resalePath": "Shares subscribed under a conditional capital increase come into existence on crediting of the subscriber's securities account (KSH Art. 451-452), so no registration-court delay for the shares themselves. Tradability then depends on admission: for GPW Main Market a prospectus approved by the KNF or an exemption under the EU Prospectus Regulation (EU) 2017/1129; for NewConnect (an alternative trading system) an information document under GPW's ATS rules is generally the route. There is NO statutory lock-up on privately subscribed shares in Poland - the constraint is admission-to-trading paperwork, not a holding period. Until admitted, the shares exist but cannot be sold on-market.", "localInstrumentTerms": "obligacje zamienne (convertible bonds); warranty subskrypcyjne (subscription warrants); warunkowe podwyższenie kapitału zakładowego (conditional share capital increase); kapitał docelowy (authorised/target capital); subskrypcja prywatna (private subscription); prawo poboru (pre-emptive right); emisja akcji z wyłączeniem prawa poboru (issue with pre-emption excluded); cena emisyjna (issue price); rada nadzorcza (supervisory board)", "sources": [ "https://lexlege.pl/ksh/art-433/", "https://lexlege.pl/ksh/art-308/", "https://lexlege.pl/ksh/art-449/", "https://lexlege.pl/ksh/rozdzial-5-kapital-docelowy-warunkowe-podwyzszenie-kapitalu-zakladowego/62/", "https://arslege.pl/uchwaly-zarzadu-w-sprawie-podwyzszenia-kapitalu-zakladowego-spolki-ustalenia-ceny-emisyjnej-lub-przyznania-akcji-w-zamian-a-wklady-niepieniezne/k8/a1913/", "https://arslege.pl/uchwala-w-sprawie-warunkowego-podwyzszenia-kapitalu-zakladowego-spolki/k8/a1917/", "https://lexlege.pl/o-obligacjach/art-19/", "https://www.legislation.gov.uk/eudr/2017/1132/article/47", "https://www.legislation.gov.uk/eudr/2017/1132/article/72" ], "confidence": "medium", "lastReviewed": "2026-08-12" }, { "country": "Czech Republic", "slug": "czech-republic", "exchanges": "Burza cenných papírů Praha (Prague Stock Exchange, PSE/BCPP) - Prime and Standard Markets, plus the START market for smaller companies; RM-SYSTÉM (a separate regulated/MTF venue)", "regulator": "Česká národní banka (ČNB - Czech National Bank; the ČNB is both the central bank and the securities regulator, there is no separate securities commission)", "tier": "CONSTRAINED", "floatingConversion": "POSSIBLE IN PRINCIPLE, BUT GATED BY A SUBSTANTIVE LEGAL TEST THAT REPEAT DISCOUNTED ISSUANCE STRAINS. Convertible bonds (vyměnitelné dluhopisy) and priority bonds (prioritní dluhopisy) are provided for in the Business Corporations Act (zákon č. 90/2012 Sb., o obchodních korporacích, 'ZOK') § 286 and following, and are paired with a conditional increase of registered capital (podmíněné zvýšení základního kapitálu) under ZOK § 505. ZOK § 506 requires that a § 505(2) conditional increase be authorised in advance in the articles of association. The decisive constraint is on pricing access, not on the formula: ZOK § 484 gives every shareholder a pre-emptive right (přednostní právo) to subscribe new shares for cash; ZOK § 487 provides that the right 'nelze ve stanovách omezit ani vyloučit' - it cannot be limited or excluded in the articles; and ZOK § 488 permits the general meeting to limit or exclude it ONLY where 'je to v důležitém zájmu společnosti' (it is in an important interest of the company) and only on terms applying equally to all shareholders. That 'important interest' test is a substantive, challengeable standard, not a box-tick, and a facility whose economics rest on repeatedly issuing discounted shares to one outside investor is the fact pattern that test exists to police. The absolute floor remains Directive (EU) 2017/1132 Art. 47 - no issue below nominal value or accountable par.", "standbyFacility": "WORKS ONLY IN A CAPPED, SHORT-DATED FORM. ZOK § 511(1) allows the general meeting to authorise the board to increase registered capital by no more than 'jednu polovinu dosavadní výše základního kapitálu' - one half of the existing registered capital - and ZOK § 512(2) limits the authorisation to 'nejdéle 5 let', a maximum of five years (renewable). So the drawdown headroom is half the registered capital, against three-quarters in Poland, and every drawdown still has to survive the § 488 'important interest' test if pre-emption is being displaced. The practical ceiling is commercial rather than legal: the PSE has a very small number of listed issuers and the START market is thin, so the free float and average daily traded value that a market-referenced facility depends on are frequently absent.", "governingRule": "ZOK § 488 - the general meeting may limit or exclude the pre-emptive right ONLY where it is in an important interest of the company (důležitý zájem společnosti) and only equally as to all shareholders; ZOK § 487 forbids excluding it in the articles. Capacity is governed by ZOK § 511(1) (authorised capital <= one half of registered capital) and ZOK § 512(2) (maximum 5 years). Conditional capital for convertibles sits in ZOK § 505 with the § 506 requirement of prior authorisation in the articles. Price floor: Directive (EU) 2017/1132 Art. 47.", "resalePath": "No statutory lock-up on privately subscribed Czech shares. Shares arising from a conditional increase come into existence on the exercise of the exchange/subscription right; the constraint is admission to trading - a prospectus approved by the ČNB, or an exemption under the EU Prospectus Regulation (EU) 2017/1129, before the new shares can trade on the PSE. In practice the binding constraint on exit is liquidity, not law: on-market disposal of a meaningful block into PSE Standard or START order books is slow.", "localInstrumentTerms": "vyměnitelné dluhopisy (convertible bonds); prioritní dluhopisy (priority bonds carrying a preferential subscription right); podmíněné zvýšení základního kapitálu (conditional increase of registered capital); přednostní právo (pre-emptive right); důležitý zájem společnosti (important interest of the company - the § 488 test); pověření představenstva ke zvýšení základního kapitálu (authorised capital / board mandate); emisní kurz (issue price); valná hromada (general meeting)", "sources": [ "https://businesscenter.podnikatel.cz/pravo/zakony/obchodni-korporace/f4591022/", "https://www.legislation.gov.uk/eudr/2017/1132/article/47", "https://www.legislation.gov.uk/eudr/2017/1132/article/72" ], "confidence": "medium", "lastReviewed": "2026-08-12" }, { "country": "Hungary", "slug": "hungary", "exchanges": "Budapesti Értéktőzsde (BÉT / Budapest Stock Exchange) - Prime and Standard categories, plus Xtend, the SME growth market", "regulator": "Magyar Nemzeti Bank (MNB - the Hungarian National Bank absorbed the former PSZÁF in 2013 and is the integrated financial supervisor and prospectus approver)", "tier": "CONSTRAINED", "floatingConversion": "Available in structure; a price discovered later is not. Hungarian law provides for a feltételes alaptőke-emelés (conditional capital increase) serviced by an átváltoztatható kötvény (a bond the holder may elect to convert into shares) or an átváltozó kötvény (a bond that converts automatically on terms fixed at issue), under Title XI of the Third Book of the Polgári Törvénykönyv (2013. évi V. törvény). Ptk. section 3:303(2) caps the aggregate nominal value of those bonds in issue at half the alaptőke - headroom an issuer can compute on day one, and which does not refresh annually the way a placement capacity does. The obstacle to a refixing price is procedural and sits earlier in the sequence than most investors expect. Section 3:297 gives existing shareholders, and then holders of convertible and subscription-right bonds, a jegyzési elsőbbségi jog over a cash issue; the general meeting may remove it only on the written submission of the igazgatóság, and that submission must set out the reasons, the planned issue price of the shares and the person who has given the prior commitment. A mechanic whose whole purpose is that the price is unknown until a drawdown window closes has nothing to put in that box. Section 3:296 closes the second door: a zártkörű alaptőke-emelés resolution must designate the persons authorised to take up the shares and the number each may take, and only a person who has already made a commitment declaration may be designated, so an investor cannot hold an unnamed, open-ended right to subscribe on the company's demand. Directive (EU) 2017/1132 Article 47 forbids issuing below névérték, so a fallen price is a corporate-action problem first.", "standbyFacility": "Structurally possible but not demonstrated. The Hungarian analogue of a committed facility would be a board authorisation to raise the alaptőke combined with named-subscriber closed-circle increases, or a conditional increase serviced by convertible bonds. Because a zártkörű alaptőke-emelés resolution must designate the persons entitled to take up the shares and the number each may take (section 3:296), a facility requires either a standing named designation of the investor or a fresh resolution per drawdown. Section 3:294 lets the general meeting authorise the igazgatóság to increase the alaptőke up to a stated maximum for no more than five years, carrying with it decisions that would otherwise belong to the general meeting or the articles; that is the Hungarian authorised-capital mandate and it is what makes repeat tranches administratively possible, but it moves the body that applies the naming and pricing requirements rather than disposing of them. A three-quarters majority of the general meeting is required for the capital resolution; the Ptk. section fixing it was not confirmed and no section number is published for it. The commercial reality is the harder constraint: BÉT runs Prime and Standard categories plus Xtend, a multilateral trading facility launched in 2017 for medium-sized companies, and very few Hungarian issuers trade with the average daily value a VWAP-referenced facility needs to fund without moving the price it is measuring.", "governingRule": "Polgári Törvénykönyv (2013. évi V. törvény), Third Book, Title XI, on the részvénytársaság. Five sections were located in the statutory text and are published: 3:293, the common rules on raising capital; 3:294, the general meeting's authorisation of the board to raise capital up to a stated maximum for no more than five years; 3:296, the closed-circle increase, which must designate the persons authorised to take up the shares and the number each may take, only a person who has already given a commitment declaration being eligible for designation; 3:297, subscription pre-emption and its exclusion on the written submission of the igazgatóság stating the reasons, the planned issue price and the committed subscriber; and 3:303(2), under which the aggregate nominal value of átváltoztatható and átváltozó kötvény in issue may not exceed half the alaptőke. Read with Directive (EU) 2017/1132 Article 47, which forbids issue below nominal value. Still unverified and therefore not published: the Ptk. section fixing the majority for a capital resolution, which is given as a principle only, and any Xtend rulebook provision, none having been reviewed.", "resalePath": "No Hungarian statutory lock-up on privately subscribed shares was identified. The route to tradability is registration of the capital increase and then admission of the new shares to BÉT, which requires a prospectus approved by the MNB or an exemption under the EU Prospectus Regulation (EU) 2017/1129. Until admitted, the shares exist but do not trade.", "localInstrumentTerms": "átváltoztatható kötvény (convertible bond, holder's option); átváltozó kötvény (automatically converting bond); feltételes alaptőke-emelés (conditional capital increase); zártkörű alaptőke-emelés (closed-circle / private capital increase); jegyzési elsőbbségi jog (subscription pre-emption right); alaptőke (share capital); névérték (nominal value); kibocsátási érték (issue value); igazgatóság (board of directors); közgyűlés (general meeting); nyilvánosan működő részvénytársaság / Nyrt. (public limited company)", "sources": [ "https://net.jogtar.hu/jogszabaly?docid=a1300005.tv", "https://www.legislation.gov.uk/eudr/2017/1132/article/47", "https://www.legislation.gov.uk/eudr/2017/1132/article/72" ], "confidence": "medium", "lastReviewed": "2026-09-10" }, { "country": "Romania", "slug": "romania", "exchanges": "Bursa de Valori București (BVB / Bucharest Stock Exchange) - Main Market (Premium, Standard and International tiers) and AeRO, the SME growth market", "regulator": "Autoritatea de Supraveghere Financiară (ASF - Financial Supervisory Authority), which supervises issuers, prospectuses and the capital market; Depozitarul Central handles registration", "tier": "CONSTRAINED", "floatingConversion": "CONSTRAINED BY A REAL, BINDING NOMINAL-VALUE FLOOR AND A SLOW REGISTRATION CHAIN. Law 31/1990 on companies, Art. 92(1): 'Acţiunile nu vor putea fi emise pentru o sumă mai mică decât valoarea nominală' - shares may not be issued for a sum lower than their nominal value; and Art. 93(1) sets the minimum nominal value of a share at RON 0.1. Unlike Poland's PLN 0.01, the RON 0.10 floor is not theoretical - a number of BVB and AeRO issuers trade at or near that level, and an issuer in that position must first pass a nominal-value reduction through the extraordinary general meeting and the Trade Registry before any discounted issue is lawful. Convertible bonds (obligaţiuni convertibile în acţiuni) exist under Law 31/1990 and listed issuers additionally sit under Law 24/2017 on issuers of financial instruments and market operations plus ASF regulations. The EU baseline applies: Directive (EU) 2017/1132 Art. 47 (no issue below nominal value) and Art. 72 (pre-emption on cash issues; withdrawal by general meeting on a written board report justifying the proposed issue price).", "standbyFacility": "MATERIALLY IMPEDED BY THE PREFERENCE-RIGHT TIMETABLE. Where the preference right (dreptul de preferinţă) is preserved, the period given to shareholders to exercise it may not be less than ONE MONTH from publication of the general meeting resolution (or the board/directorate decision) in the Monitorul Oficial, Part IV. A one-month statutory exercise window per tranche is incompatible with a drawdown facility that prices off a short VWAP window, so the right must be lifted by the extraordinary general meeting for the structure to function at all - and it must be lifted in advance, not tranche by tranche. Romania does permit delegated/authorised capital (capital autorizat) to the board, but the cap and duration were not verified, and neither is published on the Romania page. Commercially, AeRO is where small-cap Romanian issuers sit and its liquidity is thin.", "governingRule": "Law 31/1990 Art. 92(1) (no issue below nominal value) read with Art. 93(1) (minimum nominal value RON 0.1) - this is the rule that actually decides the Romanian answer for a distressed small cap. Second: the statutory minimum ONE-MONTH exercise period for the dreptul de preferinţă, which forces the right to be lifted in advance for any drawdown mechanic. Third: Law 24/2017 and ASF regulations govern the listed-issuer overlay. EU baseline: Directive (EU) 2017/1132 Arts. 47, 72 and 83.", "resalePath": "Slower than the EU norm because the corporate and market registers are sequential. New shares must be recorded at the Oficiul Naţional al Registrului Comerţului (Trade Registry), then registered with Depozitarul Central, then admitted to trading at BVB, with ASF involvement and either an approved prospectus or a Prospectus Regulation exemption. There is no Romanian statutory holding period on privately subscribed shares - the delay is administrative sequencing, and it is not short. Any free-trading statement for Romania must describe that chain and must not promise a timeline.", "localInstrumentTerms": "obligaţiuni convertibile în acţiuni (bonds convertible into shares); majorare de capital social (share capital increase); drept de preferinţă (preference/pre-emptive right); ridicarea dreptului de preferinţă (lifting the preference right); plasament privat (private placement); AGEA - adunarea generală extraordinară a acţionarilor (extraordinary general meeting); valoare nominală (nominal value); capital autorizat (authorised capital); Monitorul Oficial (Official Gazette); Depozitarul Central", "sources": [ "http://www.onrc.ro/documente/legislatie/noi/legea_31_1990.pdf", "https://www.legislation.gov.uk/eudr/2017/1132/article/47", "https://www.legislation.gov.uk/eudr/2017/1132/article/72" ], "confidence": "low", "lastReviewed": "2026-08-12" }, { "country": "Turkey", "slug": "turkey", "exchanges": "Borsa İstanbul (BIST) - Yıldız Pazar (Star Market), Ana Pazar (Main Market), Alt Pazar (Sub Market) and Yakın İzleme Pazarı (Watchlist Market); Merkezi Kayıt Kuruluşu (MKK) is the central registry; KAP is the public disclosure platform", "regulator": "Sermaye Piyasası Kurulu (SPK / Capital Markets Board of Türkiye, 'CMB'), under Capital Markets Law No. 6362", "tier": "CONSTRAINED", "floatingConversion": "NO DOWNWARD REFIXING. Turkey permits convertible bonds - hisse senedine dönüştürülebilir tahvil (HSDT), and exchangeable bonds, değiştirilebilir tahvil - under the CMB Communiqué on Debt Instruments (Borçlanma Araçları Tebliği, VII-128.8). But the conversion price (dönüştürme fiyatı) and conversion ratio (dönüştürme oranı) are fixed in the issuance document/prospectus at the time the CMB approves it. Adjustment is permitted only for corporate actions - capital increases, dividends and similar events affecting the share price - with the adjusted price disclosed through KAP. The governing principle stated in the framework is that 'conversion transactions cannot be made to the detriment of the issuer and its existing shareholders', which is the direct opposite of a discount-to-VWAP reset. Art. 17(1) of VII-128.8 sets a minimum maturity of 365 days, so no rapid convert-and-sell cycle is available in any event, and Art. 17(5) requires an issuer publicly offering convertibles to be exchange-listed and inside the registered capital system (kayıtlı sermaye sistemi). Net: market-referenced pricing exists in Turkey only as a FLOOR, never as a discount.", "standbyFacility": "ONLY AS A SERIES OF SEPARATELY APPROVED ALLOCATED PLACEMENTS, PRICED AT A FLOOR. The Turkish analogue is a tahsisli sermaye artırımı - an allocated capital increase to a named investor with pre-emptive rights (rüçhan hakkı) restricted. Under the CMB Communiqué on Shares (Pay Tebliği, VII-128.1), for a capital increase without a public offering the sale price of BIST-traded shares is determined according to exchange rules - in practice the base price produced by the Borsa İstanbul Toptan Alış Satış İşlemleri (Wholesale Trades) Procedure - and the price may be neither below that base price nor below nominal value. Separately, where shares are issued below nominal value, Pay Tebliği Art. 18(3) provides that 'İhraç edilecek payların fiyatı, sermaye artırım kararının kamuya açıklandığı tarihten önceki otuz gün içinde borsada oluşan ağırlıklı ortalama fiyatların ortalamasından aşağı olamaz' - the price may not be below the average of the 30-day weighted average exchange prices before the capital-increase decision was disclosed. Each tranche also needs a CMB-approved ihraç belgesi (issuance document), and the CMB can impose conditions on approval, for example that the price not be below a price at which the same investors bought previously. Inside the registered capital system the board fixes the amount and the sale principles by resolution, which is what makes repeat tranches administratively feasible at all.", "governingRule": "CMB Pay Tebliği (VII-128.1): for a capital increase without public offering, BIST-traded shares are priced per exchange rules (the Borsa İstanbul Toptan Alış Satış İşlemleri base price), with a floor at that base price and at nominal value; Art. 18(3) sets a hard floor at the average of the 30 days' weighted average exchange prices before disclosure of the capital-increase decision for below-nominal issues. CMB Borçlanma Araçları Tebliği (VII-128.8) Art. 17(1) (minimum 365-day maturity), Art. 17(5) (listed and in the registered capital system for a public offering), Art. 18 (conversion price definition), with conversion not to be to the detriment of the issuer or existing shareholders. Capital Markets Law No. 6362 governs the registered capital system and the restriction of rüçhan hakkı.", "resalePath": "Conversion or subscription shares are created by a board resolution inside the registered capital system against a CMB-approved ihraç belgesi, recorded dematerialised at MKK, and traded on BIST. There is no US-style restricted-securities concept; the gating item is CMB approval of the issuance document for each tranche, plus any conditions the CMB attaches to that approval. Currency and repatriation: Turkey has an FX regime under Decree No. 32 and foreign investors trade through licensed local intermediaries - cash-out mechanics need separate treatment and should NOT be described as frictionless.", "localInstrumentTerms": "hisse senedine dönüştürülebilir tahvil / HSDT (convertible bond); değiştirilebilir tahvil (exchangeable bond); tahsisli sermaye artırımı (allocated / private-placement capital increase); rüçhan hakkı (pre-emptive right); rüçhan hakkının kısıtlanması (restriction of pre-emptive rights); kayıtlı sermaye sistemi (registered capital system); ihraç belgesi (issuance document); Toptan Alış Satış İşlemleri / TAS (Wholesale Trades Procedure); ağırlıklı ortalama fiyat (weighted average price); KAP (Public Disclosure Platform)", "sources": [ "https://www.prmfinans.com/vii-128-1-paylar", "https://herdemlaw.com/en-us/explore/convertible-bonds-in-turkey/", "https://www.mondaq.com/turkey/financial-services/1065298/an-alternative-financing-tool-convertible-bonds" ], "confidence": "medium", "lastReviewed": "2026-09-10" }, { "country": "Israel", "slug": "israel", "exchanges": "Tel Aviv Stock Exchange (TASE / הבורסה לניירות ערך בתל אביב) - main list plus the TACT-Institutional and lower tiers; many Israeli issuers are also dual-listed on Nasdaq or NYSE", "regulator": "Israel Securities Authority (ISA / רשות ניירות ערך), under the Securities Law 5728-1968 and the Companies Law 5759-1999", "tier": "CONSTRAINED", "floatingConversion": "THE PRICING IS NOT THE PROBLEM - THE EXIT IS. Israeli law does not prohibit a convertible whose conversion price is referenced to future market prices, and Israeli issuers routinely issue convertible bonds (אג\"ח להמרה). What breaks the structure is Section 15C of the Securities Law 5728-1968 read with the Securities Regulations (Details regarding sections 15A to 15C of the Law), 5760-2000, regulation 5. Securities allotted in a private placement - an offering to not more than 35 offerees, an offering to classified/sophisticated investors, or an offering outside Israel not made under a prospectus - are subject to a BLOCKING PERIOD (חסימה): an absolute prohibition on selling them on the exchange for SIX MONTHS from allotment, followed by SIX CONSECUTIVE QUARTERS in which sales are capped, with the daily quantity limited by reference to the average daily TASE turnover in that security over the EIGHT WEEKS preceding the offer day, and a further cap of ONE PERCENT of the corporation's issued and paid-up capital in each quarter. Where the allotment is to a corporation controlled by the issuer, the absolute period is one year and the additional period is eight quarters. A facility that depends on converting and selling into the market cannot function against a six-month absolute block plus a 1%-per-quarter dribble.", "standbyFacility": "NOT IN THE PRIVATE-PLACEMENT FORM. Each drawdown would allot newly issued shares that are then blocked for six months and dribbled out over six quarters, so an investor cannot recycle capital. The Israeli route that does work economically is the opposite one: a SHELF PROSPECTUS (תשקיף מדף) filed with the ISA, drawn down by shelf offering reports (דוח הצעת מדף), which produces immediately tradable shares. That is a registered-offering mechanic, not a private one, and it changes who bears the disclosure burden. Corporate approvals bite as well: under the Companies Law 5759-1999 an 'extraordinary private offering' requires general meeting approval (Section 274, engaged via Section 270(5)), and reported definitions turn on thresholds including a 20%-of-voting-rights test and a 5% test; the precise formulation is unconfirmed and is not published on the Israel page.", "governingRule": "Securities Law 5728-1968 Section 15C plus Securities Regulations (Details regarding sections 15A to 15C of the Law), 5760-2000, regulation 5: six-month absolute blocking period from allotment, then six consecutive quarters with a daily cap set by the average daily exchange turnover over the preceding eight weeks and a quarterly cap of 1% of issued and paid-up capital (one year and eight quarters for allotments to a controlled corporation). Corporate overlay: Companies Law 5759-1999 Sections 270(5) and 274 (general meeting approval for an extraordinary private offering).", "resalePath": "Two distinct paths, and the difference is the whole Israeli story. PRIVATE ALLOTMENT: the shares are registered for trading on TASE but blocked - nothing for six months, then a capped dribble across six quarters under the caps above. PROSPECTUS ROUTE: shares issued under an ISA-reviewed shelf prospectus and a shelf offering report are freely tradable on issue. Any Israel page must state both and must never imply that privately allotted Israeli shares become tradable on a schedule the investor controls.", "localInstrumentTerms": "הקצאה פרטית / haktza'a pratit (private allotment or placement); הצעה פרטית חריגה (extraordinary private offering); אג\"ח להמרה (convertible bond); מחיר המרה (conversion price); תשקיף מדף (shelf prospectus); דוח הצעת מדף (shelf offering report); חסימה (blocking / lock-up); רשות ניירות ערך (Israel Securities Authority); בעל שליטה (controlling shareholder)", "sources": [ "https://www.nevo.co.il/law_html/law01/308_048.htm", "https://www.nevo.co.il/law_html/law11/45172.htm", "https://www.tase.co.il/en/content/about/tase_regulations" ], "confidence": "medium", "lastReviewed": "2026-08-12" }, { "country": "United Arab Emirates", "slug": "united-arab-emirates", "exchanges": "Dubai Financial Market (DFM) and Abu Dhabi Securities Exchange (ADX), both onshore under the SCA; separately Nasdaq Dubai (DIFC, regulated by the DFSA) and the ADGM (regulated by the FSRA), which are different legal regimes entirely", "regulator": "Capital Market Authority (CMA) onshore, which succeeded the Securities and Commodities Authority (SCA) on 1 January 2026 under Federal Decree-Law No. 32 of 2025; Dubai Financial Services Authority (DFSA) in the DIFC; Financial Services Regulatory Authority (FSRA) in ADGM", "tier": "CLOSED", "floatingConversion": "NOT AVAILABLE ONSHORE ON ANY TERMS AN OUTSIDE INVESTOR CAN CONTRACT FOR, BECAUSE THE REGULATOR - NOT THE PARTIES - DETERMINES THE ISSUE PRICE. Under Federal Decree-Law No. 32 of 2021 on Commercial Companies (as amended by Federal Decree-Law No. 20 of 2025), a public joint stock company may issue shares at a premium only by special resolution AND with the prior consent of the SCA, and the SCA itself issues the resolution prescribing the METHOD OF CALCULATING THE PREMIUM (reported as Article 196). A structure whose entire economics rest on the investor and the issuer agreeing, at each conversion, on a discount to a VWAP window cannot survive a regime in which the pricing methodology is set by the regulator and each issue needs regulatory consent. There is no onshore UAE framework for a convertible with a resetting conversion price, and the DFM and ADX are large-cap, substantially government-and-family-linked markets with essentially no small-cap ecosystem in which such an instrument is used.", "standbyFacility": "NO. A drawdown facility requires the issuer to be able to price and issue repeatedly without returning to the regulator and the general meeting each time. In the UAE a PJSC capital increase requires a special resolution, and the pre-emption rights of existing shareholders on new issues are the statutory default - Article 197 is reported to direct the SCA board to issue regulations on the conditions and procedures for SELLING pre-emption rights, which underlines that the regime is built around preserving and trading those rights rather than displacing them for a single outside subscriber. Nasdaq Dubai (DFSA) and ADGM (FSRA) are separate regimes with their own rulebooks and were not screened here; they should be assessed independently rather than assumed to follow the onshore answer.", "governingRule": "Federal Decree-Law No. 32 of 2021 on Commercial Companies, as amended by Federal Decree-Law No. 20 of 2025: issuing PJSC shares at a premium requires a special resolution and PRIOR SCA CONSENT, with the SCA prescribing the method of calculating the premium (reported Article 196); statutory pre-emption on new issues, with the SCA to regulate the sale of pre-emption rights (reported Article 197). Because the regulator sets the pricing method and must consent, a contractually agreed floating discount is not achievable.", "resalePath": "Not reached in practice, because the issuance itself is the blocker. In principle new shares, once approved by the SCA and admitted, are registered and trade on DFM or ADX without a US-style restricted-securities concept. Foreign ownership was substantially liberalised from 2021, so foreign ownership caps are no longer the primary obstacle - the pricing and approval architecture is.", "localInstrumentTerms": "Public Joint Stock Company (PJSC) / شركة مساهمة عامة; Private Joint Stock Company (PrJSC); زيادة رأس المال (capital increase); علاوة إصدار (issue premium); حق الأولوية (pre-emption right); صكوك قابلة للتحويل (convertible sukuk); رأس المال المصرح به (authorised capital); special resolution (قرار خاص)", "sources": [ "https://www.clearygottlieb.com/news-and-insights/publication-listing/uae-companies-law-update-2025", "https://www.moet.gov.ae/documents/20121/376326/Commercial+Companies.pdf/12d14f53-1a3e-47b4-8e70-fac3f672c403?t=1645596097819" ], "confidence": "low", "lastReviewed": "2026-09-10" }, { "country": "Saudi Arabia", "slug": "saudi-arabia", "exchanges": "Saudi Exchange (Tadawul) - Main Market (TASI) and Nomu, the Parallel Market for smaller issuers; Edaa is the central depository", "regulator": "Capital Market Authority (CMA), under the Capital Market Law and the Rules on the Offer of Securities and Continuing Obligations ('ROSCO'); the Companies Law issued by Royal Decree No. M/132 of 2022 governs corporate mechanics", "tier": "CONSTRAINED", "floatingConversion": "A CONVERTIBLE IS EXPRESSLY PROVIDED FOR, BUT UNDER A HARD DILUTION CEILING AND A FREQUENCY LOCK. The CMA amended ROSCO on 22 August 2022 to build out the framework for convertible debt instruments, including private placements of such instruments by listed companies and exchangeable debt instruments. Two provisions decide the Saudi answer. First, a DILUTION CAP: the number of shares into which convertible debt instruments may be converted shall not exceed 15% of the issuer's total number of shares. Second, a FREQUENCY LOCK: convertible debt instruments shall not be offered by way of private placement more than once during the twelve months following the end of the offer. A 15% ceiling puts an absolute bound on how far a floating conversion price can dilute, which is precisely the term a market-referenced structure needs to be open-ended. Corporate approval is a further gate - the extraordinary general assembly must approve the issue of debt instruments or sukuk before issuance and listing.", "standbyFacility": "NO, NOT AS A REPEATING DRAWDOWN FACILITY. The twelve-month frequency restriction on private placements of convertible debt instruments is directly hostile to a facility drawn in tranches, and the 15% conversion ceiling caps total issuance regardless. What Saudi Arabia does support is a SINGLE, SIZED, EGA-APPROVED convertible or exchangeable instrument, registered with the CMA, with the conversion shares registered separately before they exist. Nomu, the parallel market, is where smaller Saudi issuers sit and is restricted to qualified investors - that qualification layer is itself a constraint on who can hold and resell.", "governingRule": "CMA Rules on the Offer of Securities and Continuing Obligations (ROSCO), as amended 22 August 2022: (a) the number of shares into which convertible debt instruments may be converted shall not exceed 15% of the issuer's total number of shares; (b) convertible debt instruments shall not be offered by way of private placement more than once during the twelve months following the end of the offer; (c) the issuer must apply to the CMA for registration of the shares resulting from conversion. Companies Law (Royal Decree M/132, 2022) requires extraordinary general assembly approval before issuing debt instruments or sukuk (reported Article 117).", "resalePath": "Conversion shares do not simply appear. The issuer must submit an application to the CMA for the REGISTRATION of the shares resulting from conversion of the convertible debt instruments, in accordance with ROSCO and as the CMA prescribes; only after registration and admission do those shares trade on the Saudi Exchange. Foreign investor access has been progressively opened (the QFI framework and subsequent liberalisations), but a page for Saudi Arabia must present the conversion-share registration step as a real, sequenced condition and must not promise a timeline.", "localInstrumentTerms": "أدوات دين قابلة للتحويل (convertible debt instruments); أدوات دين قابلة للاستبدال (exchangeable debt instruments); صكوك (sukuk); طرح خاص (private placement); الجمعية العامة غير العادية / EGA (extraordinary general assembly); زيادة رأس المال (capital increase); أسهم حقوق أولوية (rights issue shares); السوق الموازية - نمو / Nomu (Parallel Market); تداول / Tadawul; إيداع / Edaa", "sources": [ "https://www.glaco.com/blog/the-new-amendments-to-the-saudi-rules-on-the-offer-of-securities/", "https://cma.gov.sa/en/RulesRegulations/Regulations/Documents/RULES_ON_THE_OFFER_OF_SECURITIES_AND_CONTINUING_OBLIGATIONS_en2026.pdf" ], "confidence": "medium", "lastReviewed": "2026-08-12" }, { "country": "Qatar", "slug": "qatar", "exchanges": "Qatar Stock Exchange (QSE) - Main Market and the Venture Market (QEVM) for smaller companies; Edaa Qatar is the depository. Separately the Qatar Financial Centre (QFC) is a distinct legal and regulatory regime", "regulator": "Qatar Financial Markets Authority (QFMA), chaired by the Governor of Qatar Central Bank; the Commercial Companies Law No. 11 of 2015 (as amended by Law No. 8 of 2021) governs corporate mechanics", "tier": "CLOSED", "floatingConversion": "NO FRAMEWORK, AND EVERY ISSUE IS PRE-APPROVED. Qatar rebuilt its offering architecture with QFMA Board Decision No. 8 of 2025, issued 30 November 2025, which merges all offering and listing rules - rights issues, sukuk and bonds, fund units, book building and share buybacks - into a single unified rulebook, alongside new Mergers and Acquisitions Rules. Nothing in that reform creates a regime for a convertible whose conversion price refixes to future market prices, and the architecture points the other way: a single appointed offering and listing advisor per transaction, a mandatory trustee for sukuk and bonds to protect holders, a pre-listing auction to establish reference prices for direct listings, and QFMA approval of the offering document. A capital increase by a Qatari shareholding company additionally requires an extraordinary general assembly resolution and engages the statutory pre-emption of existing shareholders under the Commercial Companies Law. A structure that needs to issue repeatedly at a price only knowable at each drawdown does not fit an approval-per-offering regime.", "standbyFacility": "NO. There is no Qatari mechanism for an investor to subscribe for newly issued listed shares on the company's demand over time at a price set at each drawdown. Each issuance is a discrete, QFMA-approved offering with its own document and advisor. The QSE Venture Market is the venue where a smaller Qatari issuer would sit, and the 2025 rules impose a two-year holding requirement before a Venture Market company can transfer to the Main Market, with founders and major shareholders on direct listings limited to selling up to 30% in the first year - a rule set built around STABILISING registers, not around continuous issuance to an outside investor.", "governingRule": "QFMA Board Decision No. 8 of 2025 (published 30 November 2025) - the unified Offering and Listing Rules, under which every offering, including bonds and sukuk, requires QFMA approval of an offering document, a single offering and listing advisor, and (for bonds and sukuk) a trustee. Corporate gate: Commercial Companies Law No. 11 of 2015 (as amended by Law No. 8 of 2021) - extraordinary general assembly approval for a capital increase, with statutory pre-emption for existing shareholders. No provision creating or permitting a market-referenced refixing conversion price was located.", "resalePath": "Whatever shares are validly issued are registered with Edaa Qatar and trade on the QSE; foreign ownership of Qatari listed companies was opened to 100% from 2019, so foreign ownership is no longer the primary obstacle. But the resale question does not arise, because the issuance itself is the blocker: the QFMA approves each offering document, and Venture Market issuers face a two-year holding requirement before transferring to the Main Market.", "localInstrumentTerms": "شركة مساهمة عامة قطرية (Qatari public shareholding company); زيادة رأس المال (capital increase); أسهم حقوق أولوية / حقوق الأولوية (rights issue / priority rights); الطرح الخاص (private placement); صكوك (sukuk); الجمعية العامة غير العادية (extraordinary general assembly); بناء سجل الأوامر (book building); QEVM - Qatar Exchange Venture Market", "sources": [ "https://www.gulf-times.com/article/716136/business/qfma-issues-new-rules-on-offerings-listings-and-ma", "https://www.qfma.org.qa/Arabic/RulesRegulations/Legal_Decisions/Offering%20%20Listing%20Rulebook%20-%20QFMA%20-%20final%20(002).pdf" ], "confidence": "low", "lastReviewed": "2026-08-12" }, { "country": "Kuwait", "slug": "kuwait", "exchanges": "Boursa Kuwait - Premier Market, Main Market and Auction Market, plus a newly created separate trading board for bonds and sukuk; Kuwait Clearing Company is the depository", "regulator": "Capital Markets Authority (CMA Kuwait), under Law No. 7 of 2010 and its Executive Bylaws (Decree No. 72 of 2015), organised into 19 modules - Module Eleven (Dealing in Securities), Module Twelve (Listing Rules), Module Ten (Disclosure and Transparency)", "tier": "CLOSED", "floatingConversion": "NO. Kuwait acquired a framework for LISTED DEBT only in 2026, and it does not extend to convertibles. CMA Resolution No. 38 of 2026, with Boursa Kuwait Resolution No. 1 of 2026 amending the exchange rulebook and corresponding amendments to the Executive Bylaws of Law No. 7 of 2010, created the first comprehensive bonds and sukuk regime, with a dedicated trading board separate from equities. Its eligibility conditions are the opposite of what a small-cap structured convertible needs: issuers must obtain credit ratings from recognised rating agencies, meet a minimum issuance value of KD 100,000 or foreign-currency equivalent, ensure the instruments are freely tradable without restriction, and appoint a holder representative body. Convertible instruments are not addressed. Separately, Kuwaiti joint stock company shares carry a nominal value stated at a minimum of 100 fils (KD 0.100) under Companies Law No. 1 of 2016, and shares may not be issued below nominal value - a floor that a number of Boursa Kuwait small caps trade at or beneath, which makes a discounted issue legally impossible for exactly the issuers who would want one.", "standbyFacility": "NO. A capital increase by a Kuwaiti shareholding company requires an extraordinary general assembly resolution and CMA approval, and existing shareholders hold priority rights on new issues. There is no mechanism for an investor to take newly issued listed shares on the company's demand at a price fixed at each drawdown, and the nominal-value floor caps how low any issue price can go regardless of what the parties agree. Kuwait must be written as a market where this structure is unavailable, not as a market where it is difficult.", "governingRule": "Companies Law No. 1 of 2016 - nominal value of joint stock company shares stated at a minimum of 100 fils, with shares not issuable below nominal value; capital increases require extraordinary general assembly approval and CMA consent, with priority rights for existing shareholders. Capital markets overlay: Law No. 7 of 2010 and the Executive Bylaws (Decree No. 72 of 2015), Module Eleven (Dealing in Securities) and Module Twelve (Listing Rules). Debt framework: CMA Resolution No. 38 of 2026 and Boursa Kuwait Resolution No. 1 of 2026 - credit rating from a recognised agency, minimum issuance KD 100,000, free tradability, holder representative; convertibles not covered.", "resalePath": "Does not arise for this structure. Shares validly issued in a Kuwaiti capital increase are registered with Kuwait Clearing Company and trade on Boursa Kuwait once admitted, but the CMA and EGA approval chain gates issuance, and there is no convertible instrument from which shares could be derived. The new 2026 bonds and sukuk board requires instruments to be freely tradable without restriction, which is a listing condition on the debt itself, not a resale path for equity.", "localInstrumentTerms": "شركة مساهمة (joint stock company); زيادة رأس المال (capital increase); حق الأولوية (priority / pre-emption right); علاوة إصدار (issue premium); الجمعية العامة غير العادية (extraordinary general assembly); صكوك (sukuk); فلس / fils (1,000 fils = KD 1); هيئة أسواق المال (Capital Markets Authority); بورصة الكويت (Boursa Kuwait)", "sources": [ "https://www.zawya.com/en/press-release/companies-news/boursa-kuwait-to-launch-bonds-and-sukuk-platform-following-cma-decision-pdqx54qh", "https://www.cma.gov.kw/en/web/cma/by-law-documents", "https://kdipa.gov.kw/wp-content/uploads/2021/03/E012016.pdf" ], "confidence": "low", "lastReviewed": "2026-08-12" }, { "country": "Australia", "slug": "australia", "exchanges": "ASX (ASX Limited) Main Board - the relevant venue for small- and mid-cap issuers; Cboe Australia and NSX exist as secondary venues but the ASX Listing Rules are what govern issuance capacity.", "regulator": "ASIC (Australian Securities and Investments Commission) for fundraising and on-sale under the Corporations Act 2001; ASX Compliance for the Listing Rules; the Takeovers Panel for Chapter 6 disputes; FIRB under the Foreign Acquisitions and Takeovers Act 1975 for offshore investors.", "tier": "PERMISSIVE", "floatingConversion": "Yes - market-referenced conversion pricing is expressly contemplated, and it is the one reference ASX accepts. ASX guidance is that convertible securities which convert by reference to a variable OTHER than the market price of the underlying security (or the value of a foreign currency) may not be accepted. Two rules govern how far it can go. (1) ASX Listing Rule 7.1 counts a convertible against placement capacity at the time the convertible is ISSUED, taken as the maximum number of fully paid ordinary securities into which it can convert on the date of calculation - so a floating conversion price with no floor makes the capacity number indeterminate, and in practice a floor price is needed to do the sum at all. (2) ASX Listing Rule 6.1 requires the terms of each class of equity securities to be, in ASX's opinion, 'appropriate and equitable'. ASX Compliance Update 05/23 (May 2023) told listed entities that where convertible note terms are not market standard they should apply for in-principle advice confirming compliance with Listing Rule 6.1; the features ASX singles out are a variable/floating conversion price, conversion at a discount to VWAP, and the absence of a conversion price floor. The instrument is available, but ASX holds a discretionary gate over its terms and has been actively using it since 2023.", "standbyFacility": "Yes. A standby/committed equity facility works in Australia and is ordinary practice - sold locally as a 'controlled placement agreement' or 'equity facility'. Each drawdown is a placement of shares in an already-quoted class, priced at a discount to VWAP over the drawdown pricing period. The binding constraint is capacity, not pricing: ASX Listing Rule 7.1 gives 15% of issued capital over a rolling 12 months without shareholder approval, and ASX Listing Rule 7.1A adds a further 10% for an eligible entity - one outside the S&P/ASX 300 with market capitalisation of A$300 million or less - approved by a 75% special resolution that may only be passed at the AGM. Securities issued under the extra 10% (Rule 7.1A.2) must be issued for cash consideration per security of not less than 75% of the VWAP for that class calculated over the 15 trading days on which trades in that class were recorded, and issued within 10 trading days of the pricing date. There is no equivalent statutory discount cap on a plain Rule 7.1 placement.", "governingRule": "ASX Listing Rule 7.1 - 15% of issued capital over a rolling 12 months without shareholder approval - is the decisive capacity rule, with convertibles counted at issue on the maximum-conversion basis. ASX Listing Rule 7.1A adds 10% for entities outside the S&P/ASX 300 with market cap of A$300 million or less, subject to a 75% AGM special resolution and a hard floor of 75% of the 15-trading-day VWAP, issued within 10 trading days of pricing. ASX Listing Rule 6.1 ('appropriate and equitable' terms) is the discretionary gate on floating-conversion notes. Corporations Act Chapter 6 caps an investor's relevant interest at 20%, so facilities are structured to keep the investor below 19.99% or to stagger conversion.", "resalePath": "Shares issued without a prospectus to sophisticated or professional investors are caught by the on-sale restriction in Corporations Act s 707(3): they cannot be on-sold to retail investors for 12 months unless disclosure is given. Market practice is a cleansing notice under s 708A(11) for shares issued on conversion of convertible notes, supported by ASIC Corporations (Sale Offers: Securities Issued on Conversion of Convertible Notes) Instrument 2016/82, which permits the notice to be lodged either at issue of the notes or at conversion provided its conditions are met (prospectus-standard content in the notice, plus specified ongoing disclosure in the issuer's annual report during the term of the notes). Where a valid cleansing notice is given the shares are quoted and freely tradable on ASX from quotation; where it is not, the investor is confined to wholesale counterparties for 12 months. ASIC Consultation CS 36 (November 2025) proposes remaking this fundraising relief ahead of its sunset - the instrument number and conditions must be re-checked at publication.", "localInstrumentTerms": "placement; controlled placement agreement / equity facility; convertible note; cleansing notice (s 708A); accelerated renounceable and non-renounceable entitlement offer (AREO / ANREO); share purchase plan (SPP); '15% capacity' and '7.1A capacity'; in-principle advice; relevant interest.", "sources": [ "https://www.allens.com.au/insights-news/insights/2023/07/fundraising-making-the-most-of-convertible-notes/", "https://www.legislation.gov.au/current/F2016L00332" ], "confidence": "high", "lastReviewed": "2026-09-10" }, { "country": "New Zealand", "slug": "new-zealand", "exchanges": "NZX Main Board (NZSX); NZX Debt Market for listed debt.", "regulator": "Financial Markets Authority (FMA) under the Financial Markets Conduct Act 2013; NZX Regulation for the NZX Listing Rules; the Takeovers Panel under the Takeovers Code.", "tier": "CONSTRAINED", "floatingConversion": "Permitted, and named in the rulebook - but with a hard 15% maximum discount. NZX Listing Rule 4.11.1(e) deals expressly with 'Convertible Financial Products where the consideration payable on Conversion is fixed by reference to the market price of existing Equity Securities' and requires that 'any consideration payable on Conversion is at least 85% of the Average Market Price of the Equity Securities into which the Affected Securities Convert' (quoted in an NZX Regulation ruling dated 5 July 2019, which clarified that the 85% test bites only where conversion consideration is fixed by reference to market price and not on other conversion structures such as employee schemes). This is the most useful single fact about New Zealand: the regime anticipates a market-referenced conversion price by name and then caps the discount. A US-style uncapped VWAP discount is not available.", "standbyFacility": "Structurally available, on the same 85% floor. Each drawdown is an issue of quoted-class shares under NZX Listing Rule 4.5.1, which permits an issuer to issue equity securities provided the number, together with all other equity securities of that class issued under Rule 4.5.1 over the shorter of the previous 12 months or the period since listing, does not exceed 15% of the equity securities of that class on issue at the beginning of that period, plus 15% of the securities of that class issued during that period under Rules 4.2.1, 4.3, 4.4.1(a), 4.6, 4.8.1 and 4.9, plus Rule 4.5.1 issues ratified by ordinary resolution, less 15% of securities of that class acquired or redeemed by the issuer during the period. NZX Listing Rule 4.11.1 then applies the 85%-of-Average-Market-Price test, with a directors' certificate mechanism where the price falls below it. Nothing found prohibits a drawdown structure as such.", "governingRule": "NZX Listing Rule 4.5.1 (15% placement capacity over a rolling 12 months, with the aggregation and buy-back adjustments above) and NZX Listing Rule 4.11.1 (85% of Average Market Price minimum pricing test), of which 4.11.1(e) is the limb that catches market-referenced conversion consideration. Overlay: the Takeovers Code 20% threshold, and a live NZX targeted review of capital raising settings and listing options (consultation paper dated 27 July) which could move placement capacity - note the 15% cap itself replaced a 20% cap when the rules were rewritten with effect from 1 January 2019, and was temporarily lifted to 25% by class waiver during 2020.", "resalePath": "The shares issued are in the same class as quoted financial products, so the issue can be made without a Product Disclosure Statement under the 'same class' exclusion in clause 19 of Schedule 1 to the Financial Markets Conduct Act 2013, and the investor then sells on-market on the NZX Main Board. Clause 19 does not apply to an issuer's financial products where the FMA has made an order under s 474 in respect of that issuer. No New Zealand equivalent of the Australian 12-month on-sale restriction was identified for same-class quoted products.", "localInstrumentTerms": "placement; Convertible Financial Products; Affected Securities; Average Market Price; accelerated non-renounceable entitlement offer (ANREO); share purchase plan; 'same class exclusion' (Schedule 1 clause 19); NZX Regulation ruling; class waiver.", "sources": [ "https://www.nzx.com/announcements/337249", "https://www.nzx.com/announcements/336911", "https://www.iod.org.nz/news/articles/supporting-access-to-capital-for-nzx-listed-companies" ], "confidence": "medium", "lastReviewed": "2026-08-12" }, { "country": "South Africa", "slug": "south-africa", "exchanges": "JSE Limited (Johannesburg Stock Exchange) - Main Board and the segments created by the JSE Market Segmentation Project; A2X and the Cape Town Stock Exchange exist as alternative venues, but the JSE Listings Requirements are the reference rulebook.", "regulator": "JSE Limited as licensed exchange and issuer regulator (Issuer Regulation division); the Financial Sector Conduct Authority (FSCA), which approved the Simplification Project amendments; the Takeover Regulation Panel under the Companies Act 71 of 2008; the SARB Financial Surveillance Department for exchange control.", "tier": "CONSTRAINED", "floatingConversion": "No - not as a floating price. Under the JSE issue-for-cash regime, where options or convertible securities convertible into a class already in issue are issued, the strike or conversion price may not exceed a 10% discount to the weighted average traded price of those equity securities measured over the 30 business days AT THE DATE OF ISSUE of the options or convertible securities. The pricing window therefore ends when the convertible is issued, not when it converts. That is a fixed-at-issuance formula with a capped discount - the opposite of a refixing or resetting conversion price - and it forecloses the death-spiral structure by construction. A South African convertible is a fixed-price convertible.", "standbyFacility": "Possible only as a repeated series of separately authorised issues for cash, not as one facility whose price is set by contract at each drawdown. Each drawdown must be priced at no more than a 10% discount to the weighted average traded price measured over the 30 business days before the date the price of the issue is agreed between the issuer and the subscribing party, and must fit within the general authority to issue shares for cash approved by shareholders (or a specific authority for that issue). The shareholder approval threshold for non-pro-rata issues of shares for cash, by general or specific authority, was reduced from 75% to an ordinary majority of 50%+1 under the simplified JSE Listings Requirements, which took effect for new applicants on 13 January 2026 and for existing issuers on 16 February 2026. Independent fairness opinions are no longer mandatory for specific issues for cash to related parties; independent directors give a fairness statement instead.", "governingRule": "The decisive rule is the JSE's maximum 10% discount to the 30-business-day weighted average traded price - applied to the issue price on an issue for cash, and to the strike or conversion price of options and convertible securities measured at the date those instruments are issued. Second, Companies Act 71 of 2008 s 41(3) requires a SPECIAL resolution (75% of votes exercised) where the shares, securities convertible into shares, or rights exercisable for shares to be issued would carry voting power equal to or exceeding 30% of the voting power of all the shares of that class held by shareholders immediately before the transaction - which caps how large a single convertible position can become without a supermajority. Third, the simplified rulebook is brand new (13 January / 16 February 2026), so the paragraph numbering has changed and the familiar 5.51 / 5.52 references are no longer safe to cite.", "resalePath": "The investor's shares are in a class already listed, so once the JSE approves the listing of the additional securities they trade on the JSE without a further prospectus step. The real gating item for an offshore investor is exchange control: the SARB Financial Surveillance Department administers the regime through Authorised Dealers (the large commercial banks), and a non-resident's shareholding must be endorsed 'non-resident' by an Authorised Dealer for capital and income to be repatriated without separate SARB clearance. SARB tightened requirements on non-resident income remittances during 2025 - extending Approval for International Transfer requirements to dividends, profits, directors' fees, trust income and rental income - and then softened part of that framework, removing the SARS AIT tax compliance PIN requirement for non-resident entities. The current position in the Currency and Exchanges Manual for Authorised Dealers must be checked at the date of writing.", "localInstrumentTerms": "general issue for cash; specific issue for cash; clawback offer; vendor consideration placing; 'sub-floor pricing'; bookbuild; renounceable rights offer; SENS announcement; general authority; Authorised Dealer; non-resident endorsement.", "sources": [ "https://www.mondaq.com/southafrica/shareholders/1740650/jse-simplifies-listings-requirements", "https://www.ensafrica.com/news/detail/11269/jse-simplifies-listings-requirements" ], "confidence": "medium", "lastReviewed": "2026-08-12" }, { "country": "Nigeria", "slug": "nigeria", "exchanges": "Nigerian Exchange Limited (NGX) - Main Board, Premium Board and Growth Board; NASD OTC Securities Exchange for unlisted public companies.", "regulator": "Securities and Exchange Commission Nigeria (SEC) under the Investments and Securities Act 2025, which replaced the ISA 2007; NGX Regulation Limited (NGX RegCo) for listing and continuing-obligations rules; the Corporate Affairs Commission under CAMA 2020; the Central Bank of Nigeria for capital importation and repatriation.", "tier": "CLOSED", "floatingConversion": "No route found. Nigeria runs a prior-approval regime: securities may not be offered for sale to the public until registered with and approved by the SEC (SEC Rules, rule 282), with approval running roughly six weeks from the date of complete filing (rule 280(2)(a)). Terms, including price, are set out in the documents filed and approved before the offer is made. I found no Nigerian provision contemplating a conversion price that refixes against future market prices, and the architecture - price approved in advance, in a document - is inconsistent with one. Convertible instruments are not prohibited; a FIXED-price convertible with SEC-approved terms is the available form.", "standbyFacility": "No. A drawdown-on-demand facility priced at each drawdown does not fit a regime in which each private placement by a public quoted company is a separately registered transaction. Three limits stack: the aggregate number of shares offered by private placement by a public quoted company is capped at 30% of its existing issued and paid-up capital prior to the offer (a higher number only where the company is 'ailing' and the Commission approves); the securities may not be offered to more than 50 subscribers; and each such offer needs SEC registration and approval before it is made. Repeating that cycle for every drawdown is not a facility, it is a series of separately approved deals.", "governingRule": "The SEC Rules and Regulations (Consolidated Rules 2013, as amended) are decisive: the 30%-of-issued-and-paid-up-capital cap and the 50-subscriber limit on a private placement by a public quoted company, plus rule 282 (no offer for sale to the public until SEC approval) and rule 280(2)(a) (six-week approval period). A distinctive local point worth writing: statutory pre-emption is NOT the obstacle in Nigeria. CAMA 2020 s 142(1) originally gave pre-emptive rights to shareholders of both private and public companies, but the Business Facilitation (Miscellaneous Provisions) Act 2022 inserted the word 'private' before 'company' in s 142(1), so pre-emptive rights now apply only to private companies. The Nigerian constraint is regulatory pre-approval and the placement caps, not shareholder pre-emption.", "resalePath": "New shares are admitted by supplementary listing on NGX after SEC and NGX approval, and then trade in the ordinary way. For an offshore investor the gating item is currency, not securities law: an electronic Certificate of Capital Importation (eCCI) must be issued by an Authorised Dealer bank electronically within 24 hours of the inflow (hard-copy CCIs were abolished on 11 September 2017), and the CBN requires evidence of the eCCI for any repatriation of capital, dividends, interest or divestment proceeds, in convertible currency at the official rate and after applicable taxes.", "localInstrumentTerms": "private placement; offer for subscription; offer for sale; rights issue; supplementary listing; Certificate of Capital Importation / eCCI; Authorised Dealer bank; 'ailing company' (the SEC term for the exception to the 30% private-placement cap).", "sources": [ "https://www.dlapiperafrica.com/en/nigeria/insights/2025/sec_nigeria_new_approved_rules_april_2025", "https://sec.gov.ng/our-mandate/development/investor-education/investment-basics/modes-of-public-offering-in-the-capital-market/" ], "confidence": "low", "lastReviewed": "2026-08-12" }, { "country": "Kenya", "slug": "kenya", "exchanges": "Nairobi Securities Exchange (NSE). Under the 2023 Regulations every securities exchange must have two equity segments: the Main Investment Market Segment (MIMS) and the Small and Medium Enterprises Market Segment (SMEMS).", "regulator": "Capital Markets Authority (CMA) under the Capital Markets Act and the Capital Markets (Public Offers, Listings and Disclosures) Regulations 2023 (Legal Notice 172 of 2023); the Registrar of Companies under the Companies Act No. 17 of 2015.", "tier": "CLOSED", "floatingConversion": "No route found. Kenya operates a prior-approval regime in which the CMA is the competent authority for any public offer of securities in Kenya, including a restricted public offer, and for listing on a securities exchange - with the offer document (a prospectus, or a short form prospectus for a restricted public offer) approved before the offer is made. Convertible debentures are a recognised instrument, issued privately to selected investors with the conversion terms, interest rate and maturity 'set out in advance' and CMA approval required with the conversion terms disclosed to investors. Terms set in advance and approved is the opposite of a conversion price that refixes to future market prices. No Kenyan provision permitting a refixing conversion price was located.", "standbyFacility": "No. A single investor subscribing repeatedly on demand runs into the anti-avoidance construction of the offer definitions. A private offer is one restricted to pre-selected investors not exceeding 100 persons, and persons beyond that limit must be specifically identified; a restricted offer may not run for a continuous period exceeding 12 months; and the same issuer or a related party may not repeat an offer, wholly or partly, to different persons for a common purpose within 24 months. A multi-year drawdown facility is the pattern those provisions are drafted against. Each tranche of new shares also needs CMA and exchange approval to be listed.", "governingRule": "The Capital Markets (Public Offers, Listings and Disclosures) Regulations 2023 (Legal Notice 172 of 2023, in force 15 December 2023, replacing the 2002 Regulations): the refined public-offer / private-offer boundary (private offer capped at 100 pre-selected investors); the 'restricted public offer' (an offer restricted to sophisticated investors or such category or number of persons as the issuer prescribes in the short form prospectus, with that short form prospectus submitted to the Authority for approval); the 12-month continuous-offer limit; and the 24-month repeat-offer anti-avoidance rule. Company-law overlay: under the Companies Act No. 17 of 2015, directors' authority to allot must now come from a resolution of the members - the option of authorising directors in the articles was deleted by the Statute Law (Miscellaneous Amendments) Act 2019 - and existing shareholders have a statutory right of pre-emption on allotments of equity securities (the Act's Division 3 on allotment of equity securities: existing shareholders' right of pre-emption), disapplied only by special resolution.", "resalePath": "Newly issued shares of an already-listed class are admitted to the NSE after CMA and exchange approval of the additional listing, and then trade in the ordinary way. Segment free-float requirements are a live constraint on structuring: MIMS equity requires a 15% free float with a minimum of 250 shareholders; SMEMS requires a minimum 10% free float with 7 or more shareholders. No Kenyan lock-in or moratorium on the investor's shares was identified - treat that as unverified rather than as an absence.", "localInstrumentTerms": "restricted public offer; short form prospectus; private offer; information memorandum; private placement memorandum; rights issue; convertible debenture; MIMS (Main Investment Market Segment); SMEMS (Small and Medium Enterprises Market Segment); recovery list.", "sources": [ "https://www.afriwise.com/blog/kenya-overhauls-its-regulations-on-the-public-offer-of-securities-and-listings", "https://gvalawfirm.com/consumer-protection-in-securities-market-protecting-the-retail-investor/" ], "confidence": "low", "lastReviewed": "2026-08-12" }, { "country": "Egypt", "slug": "egypt", "exchanges": "The Egyptian Exchange (EGX) - main market and the SME board (Nilex); clearing, depository and registry through Misr for Central Clearing, Depository and Registry (MCDR).", "regulator": "Financial Regulatory Authority (FRA) under Capital Market Law No. 95 of 1992 and its Executive Regulations; EGX as the listing venue under FRA-approved listing rules; the Central Bank of Egypt for foreign exchange; Companies Law No. 159 of 1981 and its Executive Regulations for corporate authority.", "tier": "CLOSED", "floatingConversion": "No. Egyptian corporate law fixes the price at the meeting, not at the market. A capital increase requires an extraordinary general assembly resolution - under Article 86 of the Executive Regulations of Companies Law 159/1981 the increase of the authorised capital is effected by an EGA resolution on a proposal from the board - and shareholders have pre-emptive rights on new shares in proportion to their holdings unless the extraordinary general assembly resolves otherwise. Article 98 of the Executive Regulations permits the EGA, for justified reasons supported by an auditor's report, to offer shares for subscription without applying pre-emptive rights. Price and terms come from that resolution and the supporting report, cleared by the FRA. Nothing found permits a conversion or subscription price that refixes against future market prices, and Egyptian commentary identifies the two abuses the regulator polices as precisely the ones this structure raises: waiver of pre-emption used to introduce a specific investor, and pricing new shares below fair value to the detriment of existing shareholders.", "standbyFacility": "No. Drawdown-on-demand pricing is incompatible with a regime in which each capital increase is authorised and priced by an extraordinary general assembly resolution, justified by an auditor's report where pre-emption is disapplied, cleared by the FRA under Capital Market Law 95/1992 and its Executive Regulations, and then admitted by EGX. A second, independent constraint is currency: the Egyptian pound remains only partially convertible, and capital-account transactions including profit repatriation are subject to CBE procedures, notwithstanding the move to a flexible exchange rate in March 2024 and the return of portfolio inflows since. An investor whose exit depends on converting and remitting EGP at scale cannot treat repatriation as mechanical.", "governingRule": "The combination of (a) the default pre-emptive right on new share issues under Companies Law 159/1981 and its Executive Regulations, disapplied only by extraordinary general assembly resolution for justified reasons supported by an auditor's report (Article 98 of the Executive Regulations), and (b) the EGA-fixed issue price under the capital-increase provisions (Article 86), read with FRA clearance under Capital Market Law 95/1992 - the FRA issued regulations governing public offerings and private placements of securities in April 2019, implemented by EGX executive regulations for primary and secondary offerings in November 2019. In substance this is a mandatory fixed-pricing process, which is the test for CLOSED.", "resalePath": "New shares are listed on EGX after FRA and EGX approval and then trade. Two things bite on the investor's exit. First, the EGX lock-up: shareholders owning 10% or more must lock up 51% of their holdings for at least 24 months following the public offering, subject to FRA exception, so a position that crosses 10% can be immobilised. Second, repatriation runs through the banking system under CBE procedures and the pound is only partially convertible on the capital account. EGX free float for an Egyptian company must be at least 10% of the company's shares, or 0.0125% of the EGX's total free-float capital subject to a minimum of 5% of the company's shares.", "localInstrumentTerms": "زيادة رأس المال (ziyadat ra's al-mal - capital increase); الجمعية العامة غير العادية (extraordinary general assembly, EGA/EGM); حق الأولوية في الاكتتاب (haqq al-awlawiyya fi al-iktitab - pre-emptive subscription right); اكتتاب (iktitab - subscription); FRA / الهيئة العامة للرقابة المالية; EGX; MCDR.", "sources": [ "https://resourcehub.bakermckenzie.com/en/resources/cross-border-listings-guide/europe-middle-east--africa/egyptian-exchange/topics/principal-listing-and-maintenance-requirements-and-procedures", "https://www.mondaq.com/corporatecommercial-law/1518948/capital-markets-comparative-guide" ], "confidence": "low", "lastReviewed": "2026-08-12" }, { "country": "Morocco", "slug": "morocco", "exchanges": "Bourse de Casablanca - Marché Principal and Marché Alternatif (SME market); settlement through Maroclear.", "regulator": "Autorité Marocaine du Marché des Capitaux (AMMC) - visa on the note d'information for any appel public à l'épargne; Loi 17-95 on sociétés anonymes (as amended, notably by Loi 20-05) for corporate authority; the Office des Changes for the foreign exchange regime.", "tier": "CLOSED", "floatingConversion": "No. Under Loi 17-95 the conversion basis is fixed at issue by the shareholders and the issue contract, not by the market at conversion. The assemblée générale extraordinaire must authorise the issue of obligations convertibles en actions before it is made (art. 317); conversion may take place only at the option of the holders and only on the conditions fixed by the contrat d'émission (art. 319); and the issue price of convertible bonds may not be less than the nominal value of the shares (art. 319) - a par-value floor. The AGE must also suppress the shareholders' droit préférentiel de souscription in respect of the convertible bonds in favour of the named subscriber (arts. 317-318, as modified and completed by Loi 20-05). A conversion price refixed against future VWAP has no place in that architecture.", "standbyFacility": "No. On an augmentation de capital en numéraire the droit préférentiel de souscription applies by default; the assemblée générale extraordinaire may decide that the DPS shall not be exercised (art. 192), and the AGE - not the board, and not a contract - fixes the issue price and the subscription terms (art. 193). A facility drawn down over time at a price set at each drawdown would need a fresh AGE and, for a listed issuer, a fresh AMMC-visaed note d'information for each tranche. The DPS exercise period alone cannot be shorter than 30 days (art. 195), which is the wrong order of magnitude for a drawdown facility.", "governingRule": "Loi 17-95, arts. 192 and 193 (only the AGE can suppress the droit préférentiel de souscription, and the AGE fixes the issue price and subscription terms), together with arts. 317 and 319 (prior AGE authorisation for obligations convertibles; conversion only at the holders' option on the conditions fixed in the contrat d'émission; issue price not below the nominal value of the shares). In substance a mandatory fixed-pricing process decided by shareholders in advance. Overlay: any appel public à l'épargne requires a note d'information visaed by the AMMC.", "resalePath": "New shares are admitted to the Bourse de Casablanca once the AMMC visa and exchange admission are in place, after which they trade. For a non-resident investor the exit is governed by the Office des Changes convertibility regime: repatriation of investment income and disposal proceeds is guaranteed without cap and without prior authorisation from the Office des Changes PROVIDED the original investment was made in convertible foreign currency and in compliance with the Instruction Générale des Opérations de Change, and income and proceeds of sale or liquidation must be repatriated and sold on the foreign exchange market within 30 days of the date of payment (art. 169 bis of the IGOC 2024). A new Instruction Générale des Opérations de Change took effect on 1 January 2026 (IGOC 2026), so article numbering and thresholds must be re-checked.", "localInstrumentTerms": "augmentation de capital en numéraire; droit préférentiel de souscription (DPS); augmentation de capital réservée; obligations convertibles en actions (OCA); assemblée générale extraordinaire (AGE); contrat d'émission; note d'information visée par l'AMMC; appel public à l'épargne; commissaire aux comptes; compte en dirhams convertibles; Office des Changes / IGOC.", "sources": [ "https://normes-ias-ifrs-au-maroc.over-blog.com/pages/Loi_n_1795_Relative_aux_societes_anonymes_Part_III-1216800.html", "https://normes-ias-ifrs-au-maroc.over-blog.com/pages/Loi_n_1795_Relative_aux_societes_anonymes_Part_IV-1216804.html", "https://www.ammc.ma/fr/droit-de-souscription" ], "confidence": "medium", "lastReviewed": "2026-09-10" }, { "country": "Japan", "slug": "japan", "exchanges": "Tokyo Stock Exchange (Prime, Standard, Growth); Nagoya, Fukuoka, Sapporo", "regulator": "Financial Services Agency (FSA); Securities and Exchange Surveillance Commission; self-regulation by Japan Exchange Regulation and the Japan Securities Dealers Association (JSDA)", "tier": "CONSTRAINED", "floatingConversion": "YES, and Japan is the only Asian market with a named, rulebook-recognised instrument for it. The MSCB (Moving Strike Convertible Bond, 転換価額修正条項付転換社債) and the MS warrant (行使価額修正条項付新株予約権) both reset their conversion/exercise price by reference to market prices after issuance - market practice sets the reset at roughly 90% to 93% of a recent reference price. The constraint is not on the pricing mechanic but on the SPEED of conversion: TSE Securities Listing Regulations Rule 434, with Enforcement Rule 436, requires the issuer to write a conversion restriction (転換制限) into the subscription agreement so that conversion or exercise in any single calendar month cannot exceed 10% of the listed shares outstanding as at the payment date of the MSCB. The restriction must bind transferees down the chain, the holder must confirm compliance in advance, and the issuer must disclose conversion/exercise volumes monthly and immediately on each 10% increment.", "standbyFacility": "YES in substance, via the MS warrant (MSワラント) allotted by third-party allotment (第三者割当) to a securities house that commits to exercise over time - this is the Japanese functional equivalent of a standby/committed equity facility, and it is a mainstream small-cap financing. It is subject to the same Rule 434 / Enforcement Rule 436 10%-per-calendar-month exercise cap and to the Rule 432 dilution gate.", "governingRule": "TSE Securities Listing Regulations Rule 432 (Matters to be Observed for Third-Party Allotment): if a third-party allotment produces dilution of 25% or more, OR results in a change of controlling shareholder, the issuer must either obtain an opinion from an independent third party on the necessity and appropriateness of the issue, or confirm the will of shareholders (in practice a shareholder vote). Below 25% dilution with no change of controlling shareholder, neither step is required. TSE Rule 434 plus Enforcement Rule 436 (Matters to be Observed Pertaining to Issuance of MSCB, etc.): mandatory contractual conversion restriction capping conversion/exercise at 10% of listed shares outstanding per calendar month, binding on subsequent holders, plus monthly disclosure. Separately, an issue at a 'particularly favourable' price (有利発行) to a third party requires a special resolution of shareholders under the Companies Act.", "resalePath": "Clean. Shares delivered on conversion or exercise are ordinary listed shares of the same class and are tradable on the TSE immediately on delivery. Japan has no Rule 144 analogue and no statutory holding period for third-party allotment shares. The real throttle on an investor's exit is the Rule 434 10%-per-month conversion cap, which paces the whole position rather than locking it, plus the FIEA large-shareholding (5% rule) reporting obligations once the position crosses the threshold.", "localInstrumentTerms": "MSCB (エムエスシービー) = 転換価額修正条項付転換社債, moving-strike convertible bond; MSワラント / 行使価額修正条項付新株予約権 = moving-strike warrant (new share subscription right with an exercise-price revision clause); 第三者割当増資 = third-party allotment capital increase; 有利発行 = issue at a particularly favourable price; 転換制限 = conversion restriction; 公募増資 = public offering", "sources": [ "https://faq.jpx.co.jp/disclo/tse/web/knowledge7789.html", "https://www.jpx.co.jp/english/equities/listing/code-of-conduct/index.html", "https://www.jpx.co.jp/english/rules-participants/rules/regulations/tvdivq0000001vyt-att/listing_regs_ER_20260401.pdf", "https://www.fsa.go.jp/singi/mdth_kon/siryou/20060327/03-4.pdf", "https://www.tmi.gr.jp/eyes/publication/2022/13938.html", "https://www.nishimura.com/sites/default/files/images/66085.pdf" ], "confidence": "high", "lastReviewed": "2026-09-10" }, { "country": "South Korea", "slug": "south-korea", "exchanges": "Korea Exchange (KRX): KOSPI, KOSDAQ, KONEX", "regulator": "Financial Services Commission (FSC); Financial Supervisory Service (FSS); Korea Exchange", "tier": "CONSTRAINED", "floatingConversion": "YES but with a hard floor that was tightened after the 2021 abuse cycle. Downward refixing (리픽싱) of a convertible bond's conversion price is permitted only down to 70% of the initial conversion price, under Article 5-23 of the Regulation on Issuance, Public Disclosure, etc. of Securities (증권의 발행 및 공시 등에 관한 규정). Going below 70% is possible only where a special resolution of shareholders is obtained for that specific issue: the amendment effective 1 December 2024 DELETED the previous route of pre-authorising sub-70% refixing in the articles of incorporation, so the exception is now per-issue and per-vote. Since the 2021 reform, a downward refix must also be reversed upward when the share price recovers. Where the conversion price is adjusted for dilution events (capital increases, stock dividends) rather than market moves, the downward adjustment may now only reflect the actual dilution effect, not more.", "standbyFacility": "NO recognised standby/committed equity facility. Korean issuers raise through 제3자배정 유상증자 (third-party allotment paid-in capital increase) and privately placed CBs (전환사채) and BWs (신주인수권부사채), each a discrete, separately disclosed event with its own pricing base date. A facility that lets an investor subscribe repeatedly on the issuer's demand at each drawdown's market price does not map onto the Korean pricing-base-date machinery. For a private CB, the FSC's December 2024 amendment additionally requires the conversion price to be computed from the market price at the ACTUAL settlement date, closing the practice of deferring settlement to pick a favourable price.", "governingRule": "Regulation on Issuance, Public Disclosure, etc. of Securities (증권의 발행 및 공시 등에 관한 규정) Article 5-23 - the 70% refixing floor and the special-resolution-only exception, as amended with effect from 1 December 2024. Supporting framework: the Financial Investment Services and Capital Markets Act (자본시장법) for offering disclosure, and the FSC's December 2024 package requiring major-event disclosure of call-option holders and pre-maturity CB acquisition/resale plans.", "resalePath": "Not clean, and this is the point most often missed. Privately placed CBs and BWs are subject to Korea's resale-restriction (전매제한) regime: to avoid the issue being recharacterised as a public offering requiring a registration statement, the securities are typically deposited with the Korea Securities Depository under a transfer restriction for a period. Shares delivered on conversion are ordinary listed shares tradable on KRX. Foreign investors must hold through an investment registration/omnibus arrangement.", "localInstrumentTerms": "전환사채 (CB, convertible bond); 신주인수권부사채 (BW, bond with warrant); 리픽싱 (refixing); 제3자배정 유상증자 (third-party allotment paid-in capital increase); 전매제한 (resale restriction); 증권의 발행 및 공시 등에 관한 규정 (Regulation on Issuance and Public Disclosure of Securities)", "sources": [ "https://www.fsc.go.kr/no010101/83400", "https://www.law.go.kr/LSW/admRulInfoP.do?admRulSeq=2200000020461&lsId=36044&chrClsCd=010202", "https://www.lexology.com/library/detail.aspx?g=fa723510-259b-4b63-89ef-d7d63ff649f6", "https://www.kedglobal.com/corporate-bonds/newsView/ked202405270020", "https://www.koreatimes.co.kr/economy/20240123/financial-authorities-to-impose-stricter-obligations-on-convertible-bond-market" ], "confidence": "medium", "lastReviewed": "2026-08-12" }, { "country": "China", "slug": "china", "exchanges": "Shanghai Stock Exchange (incl. STAR Market), Shenzhen Stock Exchange (incl. ChiNext), Beijing Stock Exchange", "regulator": "China Securities Regulatory Commission (CSRC); the exchanges under the registration-based system; SAFE and PBOC for cross-border capital", "tier": "CLOSED", "floatingConversion": "NO. A-share private placement (非公开发行 / 定向增发) pricing is a mandatory formula, not a negotiated mechanic: the issue price may not be lower than 80% of the average trading price of the shares over the 20 trading days preceding the pricing benchmark date. The price is struck at that benchmark date or by a bidding process; it does not track future market prices. Public convertible bonds (可转债) do carry a downward revision clause (向下修正条款), but revision requires a shareholders' resolution, is floored, and is controlled by the issuer rather than the investor - it is a defensive covenant, not an investor-side floating strike. A convertible whose conversion price refixes downward to a discount to future VWAP at each conversion has no lawful home in the A-share framework.", "standbyFacility": "NO. There is no committed equity facility, no at-the-market programme and no drawdown-on-demand subscription mechanism for A-share issuers. Refinancing is a discrete, filed, exchange-reviewed event. A foreign investor also cannot simply subscribe: participation in A-share private placements runs through QFII/RQFII or the Measures for Strategic Investment by Foreign Investors in Listed Companies, and proceeds and exits are subject to capital controls. The CSRC published draft revisions to the refinancing rules for consultation on 3 July 2026 that would let eligible companies register once and then place shares multiple times, raise caps for smaller financings, make private placement pricing 'more market-oriented' and tighten oversight of convertible bond issuance. That is a proposal, not law, and its final form and timing are unknown.", "governingRule": "CSRC refinancing rules for listed companies under the registration-based system: private placement issue price not lower than 80% of the 20-trading-day average price before the pricing benchmark date; a cap on the number of shares issuable in a placement (raised to 30% of pre-issue share capital in the February 2020 reform, from 20%); a maximum of 35 placees (raised from 10 in the same reform); and mandatory lock-ups on the placed shares. Draft amendments out for public comment since 3 July 2026.", "resalePath": "Locked, then controlled. Placed shares carry a mandatory lock-up running from the listing date of the new shares - shortened in the February 2020 reform, with a longer lock-up for control-linked and price-locked investors. After the lock-up, disposals remain subject to the exchanges' shareholding-reduction rules, which throttle the pace of selling by substantial holders. For a non-resident investor there is a further layer: repatriation of proceeds is a foreign-exchange matter, not a market matter.", "localInstrumentTerms": "定向增发 / 非公开发行 (private placement, targeted additional issue); 可转债 (convertible bond); 向下修正条款 (downward revision clause of the conversion price); 战略投资者 (strategic investor); 再融资 (refinancing); 减持规定 (shareholding reduction rules)", "sources": [ "https://www.thestandard.com.hk/finance/article/336334/Chinese-regulator-proposes-changes-to-refinancing-rules-for-listed-companies", "https://www.lexology.com/library/detail.aspx?g=fe8b93f2-a3cd-4e53-9114-568d92cb97ba", "https://www.lexology.com/library/detail.aspx?g=77af246f-c592-4aa1-9949-1d2c54eecd87", "https://www.ssgf.net/uploads/20221017/535c19cc81ab31b90316b94728bcfa22.pdf", "https://www.sciencedirect.com/science/article/abs/pii/S0929119918301561" ], "confidence": "medium", "lastReviewed": "2026-09-10" }, { "country": "Hong Kong", "slug": "hong-kong", "exchanges": "HKEX - Main Board and GEM", "regulator": "Securities and Futures Commission (SFC); The Stock Exchange of Hong Kong Limited (listing rules)", "tier": "CONSTRAINED", "floatingConversion": "PARTIALLY, and not under a general mandate at a real discount. Main Board Rule 13.36(6) requires that where convertible securities are issued under a general mandate for cash, the INITIAL conversion price must not be lower than the benchmarked price defined in Rule 13.36(5). Rule 13.36(5) forbids an issue under a general mandate at a discount of 20% or more to that benchmarked price, which is the HIGHER of (a) the closing price on the date of the relevant agreement and (b) the average closing price over the 5 trading days immediately before the earlier of the announcement date, the agreement date, and the date the price is fixed. Reset and refix clauses are not banned, but HKEX Guidance Letter GL80-15 requires an issuer with no control over post-issue conversion price adjustments to calculate the maximum conversion shares using the LOWEST POSSIBLE conversion price - so a genuinely floating strike consumes general mandate capacity at its floor from day one, and a reset that takes the effective price below the 13.36(5) benchmark cannot be run off the general mandate at all. A specific mandate (shareholder vote) is the realistic route.", "standbyFacility": "WORKABLE ONLY AS A SERIES OF DISCRETE PLACINGS. Each drawdown is a placing that must fit inside the 20% general mandate, must respect the 20% maximum discount to the benchmarked price, and must not push the issuer through Rule 7.27B. There is no HKEX concept of a committed equity line drawn down at a floating discount. The 2018 tightening was aimed squarely at exactly this pattern of repeated deeply discounted fundraisings.", "governingRule": "Main Board Listing Rule 13.36 - general mandate for up to 20% of the shares in issue as at the date of the shareholders' approval; Rule 13.36(5) the 20% maximum discount to the benchmarked price; Rule 13.36(6) the initial conversion price floor for convertible securities issued under a general mandate. Rule 7.27B (effective 3 July 2018) - an issuer may not undertake a rights issue, open offer or specific mandate placing that would result in a theoretical dilution effect of 25% or more, alone or aggregated with other such issues announced in the rolling 12 months immediately preceding, unless it can demonstrate exceptional circumstances; issuers are told to consult the Exchange before announcing anything that may trigger it. HKEX Guidance Letter GL80-15 governs convertible securities generally. Rule 8.08 minimum 25% public float sits behind all of it.", "resalePath": "Clean and immediate, which is why the constraints sit on the front end. Shares issued to an independent placee under a general or specific mandate are listed shares of the same class and trade on HKEX from issue; Hong Kong has no Rule 144 analogue and no statutory holding period for placing shares. The binding limits are capacity (the 20% mandate), price (the 20% discount cap), cumulative dilution (Rule 7.27B) and the 25% public float, not a lock-up. A holder crossing 5% enters the SFO Part XV disclosure of interests regime.", "localInstrumentTerms": "general mandate (一般性授權); specific mandate; top-up placement (先舊後新配售, place existing shares then subscribe new); placing and subscription; open offer; rights issue; convertible bond / convertible note; highly dilutive issue", "sources": [ "https://en-rules.hkex.com.hk/rulebook/1336", "https://www.hkex.com.hk/-/media/HKEX-Market/Listing/Rules-and-Guidance/Whats-New/News-Item/GL80_15(202512).pdf", "https://en-rules.hkex.com.hk/sites/default/files/pdf_documents/gl8015_202406.pdf", "https://www1.hkexnews.hk/listedco/listconews/sehk/2022/0324/2022032400379.pdf", "https://www.charltonslaw.com/tightened-hong-kong-listing-rules-on-capital-raisings-by-listed-issuers-effective-3-july-2018/", "https://www.charltonslaw.com/exchange-publishes-guidance-on-issue-of-convertible-securities-by-listed-issuers/", "https://www.hkex.com.hk/-/media/HKEX-Market/Listing/Rules-and-Guidance/Archive/Frequently-Asked-Questions/clean/FAQ_024to027_2018.pdf" ], "confidence": "medium", "lastReviewed": "2026-09-10" }, { "country": "Taiwan", "slug": "taiwan", "exchanges": "Taiwan Stock Exchange (TWSE); Taipei Exchange (TPEx)", "regulator": "Financial Supervisory Commission (FSC), Securities and Futures Bureau; TWSE and TPEx", "tier": "CLOSED", "floatingConversion": "No. Taiwan prices a private placement once, at a price determination date resolved by the board, not at conversion. Under the FSC's Directions for Public Companies Conducting Private Placements of Securities the reference price is the higher of two calculations: the simple average closing price for either the 1, 3 or 5 business days before the price determination date, and the simple average closing price for the 30 business days before that date. Subscription monies are due in full within 15 days of the resolution. No provision in the Directions permits the conversion price to be adjusted against market prices occurring after the board has resolved, so there is nowhere for a refixing clause to attach. The 80% line is not a floor and is constantly misread: pricing below 80% of the reference price, or for securities with equity characteristics below 80% of a theoretical price, is permitted, and what it triggers is a disclosure obligation - the company must put before shareholders an independent expert's opinion on the basis of the pricing and its reasonableness, the expert being a certified public accountant, a lawyer or a securities underwriter who is not a related party. The practical effect is close to a floor, because a board asking for a two-thirds supermajority does not want to hand the meeting an expert opinion justifying a deep discount, but it is a governance gate rather than a formula. Securities and Exchange Act Article 43-6 requires each private placement to be approved by at least two-thirds of the votes of shareholders present at a meeting at which the shareholders present represent a majority of the total issued shares.", "standbyFacility": "No. Article 43-6 confines a private placement to specified persons (eligible placees) and requires a supermajority shareholder resolution for each placement - at least two-thirds of the votes of the shareholders present at a meeting at which those present represent a majority of the total issued shares - and Article 43-7 forbids general advertising or public inducement in connection with a private placement or its resale, so the private route cannot be marketed into the public one. A facility under which an investor subscribes repeatedly on the issuer's demand, at a market-referenced price each time, cannot be constructed inside that framework. The routes that carry the volume are public ones - a cash capital increase offered to the market, the domestic convertible bond, and the overseas convertible bond issued offshore - and each is a discrete priced deal.", "governingRule": "Securities and Exchange Act Articles 43-6, 43-7 and 43-8, plus the FSC's Directions for Public Companies Conducting Private Placements of Securities - the price determination date resolved by the board, the reference price taken as the higher of the 1, 3 or 5 business day average and the 30 business day average, subscription monies in full within 15 days of the resolution, and the independent expert opinion on the basis and reasonableness of the price where it falls below 80% of the reference price. Article 43-8 is the decisive rule for an outside investor.", "resalePath": "THIS IS WHAT CLOSES THE MARKET. Article 43-8 permits a resale only in defined cases, and the restriction must be conspicuously annotated on the certificates. Under one year from the delivery date there is nothing on market: transfers between qualified institutional holders where no secondary market exists, transfers by operation of law, and private transfers of not more than one trading unit at three-month intervals. Between one and three years, transfers to persons the competent authority prescribes, subject to holding-period and volume restrictions. After three full years, transfer is permitted. At any time, as the competent authority otherwise approves. Whether the clock runs from delivery of a privately placed convertible bond or from delivery of the conversion shares is not settled on the face of the statute, and it is the most important open question for anyone modelling this market. A capital provider whose economics depend on recycling capital cannot operate on a three-year freeze.", "localInstrumentTerms": "私募 (private placement); 私募有價證券 (privately placed securities); 現金增資 (cash capital increase); 海外可轉換公司債 / ECB (overseas convertible bond); 國內可轉換公司債 (domestic convertible bond); 特定人 (specified persons / eligible placees)", "sources": [ "https://law.moj.gov.tw/ENG/LawClass/LawAll.aspx?pcode=G0400001", "https://law.moj.gov.tw/ENG/LawClass/LawAll.aspx?pcode=G0400002", "https://twse-regulation.twse.com.tw/m/en/LawContent.aspx?FID=FL007304", "https://law.fsc.gov.tw/EngLawContent.aspx?media=downloadPDF&lan=E&id=1365", "https://www.lexology.com/library/detail.aspx?g=df73d567-cc1d-4288-8adb-d029af533a88", "https://dsp.tpex.org.tw/storage/co_download/%E8%91%A3%E7%9B%A3%E4%BA%8B%E6%B3%95%E8%A6%8F%E5%AE%A3%E5%B0%8E%E6%89%8B%E5%86%8A(%E8%8B%B1%E6%96%87%E7%89%88).pdf" ], "confidence": "medium", "lastReviewed": "2026-08-12" }, { "country": "India", "slug": "india", "exchanges": "National Stock Exchange (NSE); BSE; NSE Emerge and BSE SME", "regulator": "Securities and Exchange Board of India (SEBI); Reserve Bank of India for cross-border; Ministry of Corporate Affairs under the Companies Act 2013", "tier": "CLOSED", "floatingConversion": "NO - and this is a mandatory statutory formula, not a convention. SEBI ICDR Regulations Regulation 164 sets a floor for a preferential issue of frequently traded shares: the price must not be less than the HIGHER of the 90-trading-day VWAP and the 10-trading-day VWAP preceding the relevant date. For convertible securities the issuer may elect the relevant date as either 30 days before the shareholders' meeting, or 30 days before the date on which the holder becomes entitled to apply for the underlying shares - but the election is made and disclosed up front and cannot be changed afterwards, and SEBI has enforced that (Blue Chip Tex Industries). The price or the formula for determining the exercise price must be determined upfront and disclosed in the explanatory statement. A conversion price that refixes to a discount to future VWAP at each conversion is therefore unavailable.", "standbyFacility": "NO. India has no standby equity facility, no committed equity line and no at-the-market programme for listed issuers. The available routes are all discrete priced events: the preferential allotment (Regulation 164 floor above), the QIP under Chapter VI, the rights issue, and the FCCB under the 1993 Depositary Receipt Scheme. Each is priced at a fixed reference date. There is no mechanism for an investor to subscribe on the issuer's demand over time at each drawdown's market price.", "governingRule": "SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018: Regulation 164 (preferential issue pricing - higher of 90-trading-day and 10-trading-day VWAP; the 26-week and 2-week references were replaced by 90 trading days and 10 trading days), Regulation 161 (relevant date, 30 days before the general meeting), Regulation 165 (infrequently traded shares), Regulation 166A (valuation report), Regulation 167 (lock-in on preferentially allotted securities), Regulation 169 (warrants: tenure not exceeding 18 months from allotment, at least 25% of consideration payable on subscription, exercise price or formula determined upfront). QIPs are governed separately under Chapter VI with their own two-week floor.", "resalePath": "Locked first, then free. Securities allotted on a preferential basis carry a statutory lock-in under Regulation 167, with a longer lock-in for promoter allottees than for others, running from the date of trading approval. After the lock-in the shares trade normally on NSE/BSE. A non-resident investor sits additionally under the FEMA non-debt instrument rules and the RBI pricing guidelines, which for a listed company import the same SEBI preferential pricing formula as a FLOOR - so the regulatory floor follows the foreign investor across the border rather than relaxing for it.", "localInstrumentTerms": "preferential allotment / preferential issue; QIP (qualified institutions placement); QIB (qualified institutional buyer); convertible warrant; FCCB (foreign currency convertible bond); relevant date; rights issue; promoter and promoter group", "sources": [ "https://vinodkothari.com/2022/10/faqs-on-preferential-issue-of-equity-shares-and-convertible-securities-under-sebi-icdr/", "https://www.amsshardul.com/insight/decoding-the-amended-preferential-allotment-norms/", "https://vinodkothari.com/2021/12/preferential-issuance-norms-to-undergo-changes-by-sebi/", "https://www.barandbench.com/view-point/preferential-allotment-under-sebi-icdr-balancing-fundraising-agility-with-shareholder-protection", "https://www.argus-p.com/updates/updates/sebi-introduces-flexibility-in-the-pricing-guidelines-applicable-for-preferential-issue-of-shares/", "https://aibi.org.in/SEBI_Regulations/SEBI%20(ICDR)%20Regulations,%202018%20[Last%20amended%20on%20January%2001,%202020].pdf", "https://www.sebi.gov.in/sebi_data/commondocs/may-2018/Annexure%20A-KEY%20REGULATORY_p.pdf" ], "confidence": "high", "lastReviewed": "2026-08-12" }, { "country": "Singapore", "slug": "singapore", "exchanges": "Singapore Exchange (SGX-ST): Mainboard and Catalist", "regulator": "Monetary Authority of Singapore (MAS); SGX RegCo (listing rules)", "tier": "PERMISSIVE", "floatingConversion": "YES, subject to one hard ceiling. SGX-listed issuers do issue convertible instruments whose conversion price is a percentage of a trailing VWAP measured at conversion, subject to a floor price - circulars filed with SGX show structures pricing conversion at a percentage of the lowest daily VWAP over a look-back window. The binding constraint is Mainboard Listing Rule 811: an issue of shares must not be priced at more than a 10% discount to the volume weighted average price for trades done on the Exchange for the full market day on which the subscription agreement is signed (or, if the shares did not trade a full day, the preceding market day up to the time of signing). Rule 829 separately governs adjustments to the conversion price and prevents an adjustment giving the holder a benefit that shareholders do not receive.", "standbyFacility": "YES. Share subscription and standby equity facilities are used by SGX issuers. The mechanics are that each drawdown is a placement that must fit inside the general mandate and respect the Rule 811 discount ceiling on the day the subscription agreement for that tranche is signed. Capacity is the most generous in Asia: Rule 806 permits a general mandate of up to 50% of issued shares excluding treasury shares and subsidiary holdings, of which issues other than on a pro rata basis may not exceed 20%; with shareholder approval by ordinary resolution the limits become 100% and 50% respectively.", "governingRule": "SGX Mainboard Listing Rule 806 (general mandate - 50%/20%, or 100%/50% with the alternative ordinary resolution) and Rule 811 (maximum 10% discount to the full-market-day VWAP on the date the subscription agreement is signed). Rule 829 governs conversion price adjustments and the interaction with the general mandate. SGX RegCo's move to a more disclosure-based regime took effect on 29 October 2025 following a consultation run from 15 May to 14 June 2025 - that package lowered the Mainboard profit requirement and removed the Financial Watch-list, and did not appear to disturb Rules 806 or 811.", "resalePath": "Clean. Placement shares and conversion shares are of the same class as the listed shares, are admitted to the Official List, and trade on issue. Singapore has no Rule 144 analogue and no statutory holding period for placement shares of a listed issuer. Offers to institutional and accredited investors are made under the Securities and Futures Act exemptions, which carry their own conditions but do not lock listed shares of the same class.", "localInstrumentTerms": "general mandate; placement; share subscription agreement; convertible loan / convertible note; Catalist sponsor; Mainboard; SFA accredited investor and institutional investor exemptions", "sources": [ "https://rulebook.sgx.com/rulebook/806", "https://rulebook.sgx.com/rulebook/811-1", "https://rulebook.sgx.com/rulebook/chapter-8-changes-capital-0", "https://rulebook.sgx.com/rulebook/general-mandate-0", "https://rulebook.sgx.com/sites/default/files/2025-10/Mainboard%20Rule%20Amendments%20-%20A%20Shift%20to%20a%20More%20Disclosure-Based%20Regime.pdf", "https://links.sgx.com/FileOpen/Capital%20World%20Limited%20Circular%20final.ashx?App=Announcement&FileID=791297", "https://links.sgx.com/FileOpen/20251029_SGX%20RegCo%20advances%20disclosure-based%20regime_Final.ashx?App=Announcement&FileID=865231", "https://www.allenandgledhill.com/sg/publication/articles/31589/sgx-regco-implements-changes-to-listing-rules-to-advance-singapore-towards-a-more-disclosure-based-regime" ], "confidence": "medium", "lastReviewed": "2026-09-10" }, { "country": "Malaysia", "slug": "malaysia", "exchanges": "Bursa Malaysia Securities: Main Market, ACE Market, LEAP Market", "regulator": "Securities Commission Malaysia (SC); Bursa Malaysia Securities Berhad", "tier": "CONSTRAINED", "floatingConversion": "CAPPED, AND ONLY AT THE PRICE-FIXING DATE. Bursa's Main Market Listing Requirements paragraph 6.04 requires that shares issued under a general mandate be priced at a discount of not more than 10% to the volume weighted average market price (VWAMP) of the shares for the 5 market days immediately preceding the price-fixing date. That accommodates a market-referenced price - each tranche is priced off a fresh 5-day VWAMP - but it caps the discount and anchors the price to a declared price-fixing date rather than to the price at the moment of conversion. Convertible instruments are well established (ICULS - irredeemable convertible unsecured loan stocks - are a Malaysian staple), and conversion prices can be adjusted, but I could not verify that a conversion price which refixes to a discount to future VWAP at each conversion is permitted.", "standbyFacility": "PROBABLY, WITHIN TIGHT CAPACITY. Malaysian issuers do enter share subscription agreements under which a fund subscribes in tranches, each priced on its own price-fixing date. The capacity constraint is severe compared with Singapore: under paragraph 6.04, securities issued in the preceding 12 months may not exceed 10% of the total issued shares excluding treasury shares, unless prior shareholder approval in general meeting is obtained for the specific issue. A facility of any size therefore needs a specific mandate, not the general one.", "governingRule": "Bursa Malaysia Main Market Listing Requirements Chapter 6 (New Issue of Securities): paragraph 6.04 - the 10%-of-issued-shares general mandate limit over the preceding 12 months, and the requirement that the issue price be at a discount of not more than 10% to the 5-market-day VWAMP immediately preceding the price-fixing date. Chapter 6 also requires securities arising on conversion or exercise of a convertible to be issued and allotted within 8 market days after receipt of the subscription form and payment. The ACE Market Listing Requirements run in parallel with their own Chapter 6.", "resalePath": "Understood to be clean but NOT VERIFIED. Placement shares and conversion shares are of the same class as the listed shares and are quoted on Bursa once listed; I found no general lock-up for placements to non-related parties, but I also did not confirm the absence of one. Placements to related parties engage the related party transaction rules in Chapter 10.", "localInstrumentTerms": "ICULS (irredeemable convertible unsecured loan stocks); private placement; general mandate; price-fixing date; VWAMP (volume weighted average market price); RCULS (redeemable convertible unsecured loan stocks); Shariah-compliant status (relevant because a conventional convertible bond can cost an issuer its Shariah-compliant classification)", "sources": [ "https://www.bursamalaysia.com/sites/5bb54be15f36ca0af339077a/content_entry5ce3b50239fba2627b2864be/5ce3b59d5b711a160be6496a/files/MAIN_Chap6_NewIssue__2Jan2025_.pdf", "https://www.bursamalaysia.com/sites/5d809dcf39fba22790cad230/assets/67764217cd34aab8e732366a/QA_MainChap6_NewIssue__2Jan2025_.pdf", "https://www.bursamalaysia.com/sites/5bb54be15f36ca0af339077a/content_entry5ce3b50239fba2627b2864be/64e730445b711a1c197fda7f/files/29MainLR_1July2023__1_Edited.pdf", "https://www.bursamalaysia.com/sites/5bb54be15f36ca0af339077a/content_entry5ce3b50239fba2627b2864be/67763d73cd34aaba36323661/files/26ACELR_2Jan2025.pdf", "https://resourcehub.bakermckenzie.com/en/resources/cross-border-listings-guide/asia-pacific/bursa-malaysia/topics/principal-listing-and-maintenance-requirements-and-procedures" ], "confidence": "low", "lastReviewed": "2026-08-12" }, { "country": "Indonesia", "slug": "indonesia", "exchanges": "Indonesia Stock Exchange (IDX / Bursa Efek Indonesia - BEI)", "regulator": "Otoritas Jasa Keuangan (OJK); Indonesia Stock Exchange; KSEI as central depository", "tier": "CONSTRAINED", "floatingConversion": "NOT AS A STANDING STRUCTURE. Indonesian capital increases run down two statutory channels: with pre-emptive rights (HMETD, a rights issue) or without them (PMTHMETD, the private placement channel). PMTHMETD is governed by OJK Regulation 38/POJK.04/2014, requires approval by the general meeting of shareholders (RUPS), and - where the purpose is anything other than improving the company's financial condition - is capped at 10% of paid-up capital. Convertible bonds appear in the regulation only obliquely, as consideration a creditor may accept in settlement of a debt the company cannot pay. A convertible whose conversion price refixes to a discount to future market prices is not a recognised Indonesian structure, and the shares it produced would still have to be issued through PMTHMETD or HMETD capacity.", "standbyFacility": "HARD. The 10% cap plus a RUPS for each exercise of capacity means a drawdown facility of meaningful size must either run through the financial-difficulty gateway or return to shareholders repeatedly. The gateway itself is narrow and is written for distressed issuers: a bank with borrowings from Bank Indonesia or another government institution exceeding 100% of paid-up capital; a non-bank company with negative net working capital AND liabilities exceeding 80% of its assets; or a company unable to meet a maturing obligation to an unaffiliated lender who agrees to accept shares or convertible bonds in settlement. An issuer that qualifies for that gateway is, by definition, in trouble.", "governingRule": "OJK Regulation No. 38/POJK.04/2014 on Capital Increase of Public Companies Without Pre-emptive Rights (Penambahan Modal Perusahaan Terbuka Tanpa Memberikan Hak Memesan Efek Terlebih Dahulu) - the 10% of paid-up capital cap for non-financial-improvement purposes, the RUPS approval requirement, the three financial-difficulty gateways, and the disclosure and announcement obligations. Rights issues are governed by OJK Regulation 32/POJK.04/2015 as amended by 14/POJK.04/2019. RUPS mechanics are supplemented by OJK Regulation 15/POJK.04/2020.", "resalePath": "NOT VERIFIED. New shares are listed on IDX and settle into C-BEST, and once listed are ordinarily tradable, but I could not confirm whether any lock-up or price-based restriction attaches to shares issued by PMTHMETD by a listed issuer. Foreign investors face no general foreign ownership cap on IDX-listed shares outside restricted sectors on the Positive Investment List.", "localInstrumentTerms": "PMTHMETD (Penambahan Modal Tanpa Hak Memesan Efek Terlebih Dahulu - capital increase without pre-emptive rights, the private placement channel); HMETD (Hak Memesan Efek Terlebih Dahulu - pre-emptive rights, the rights issue); RUPS (Rapat Umum Pemegang Saham - general meeting of shareholders); obligasi konversi (convertible bond); modal disetor (paid-up capital); waran (warrant)", "sources": [ "https://ojk.go.id/id/kanal/pasar-modal/regulasi/peraturan-ojk/Pages/pojk-penambahan-modal-ptanpa-memesan-efek.aspx", "https://schinderlawfirm.com/blog/regulatory-framework-for-private-placement-in-indonesia-understanding-ojk-regulation-no-38-pojk-04-2014/", "https://bplawyers.co.id/2020/09/21/penting-diketahui-ketentuan-private-placement-perusahaan-terbuka-dan-wewenang-ojk-dalam-rups-private-placement/", "https://peraturan.bpk.go.id/Details/129828/peraturan-ojk-no-38pojk042014-tahun-2014", "https://ojk.go.id/id/regulasi/Documents/Pages/Penambahan-Modal-Perusahaan-Terbuka-Tanpa-Memberi-Hak-Memesan-Efek-Terlebih-Dahulu/pojk38.penjelasan.pdf", "https://gopublic.idx.co.id/media/1421/peraturan_i-a_pencatatan_saham_dan_efek_bersifat_ekuitas.pdf" ], "confidence": "low", "lastReviewed": "2026-08-12" }, { "country": "Thailand", "slug": "thailand", "exchanges": "Stock Exchange of Thailand (SET); Market for Alternative Investment (mai)", "regulator": "Securities and Exchange Commission, Thailand; Capital Market Supervisory Board; the Stock Exchange of Thailand", "tier": "CONSTRAINED", "floatingConversion": "PERMITTED, BUT THE DISCOUNT IS WHAT COSTS YOU. Thailand does not ban a market-referenced conversion price; it prices the consequence. The reference is the weighted average price of the issuer's shares traded on SET over not fewer than 7 and not more than 15 consecutive business days before the pricing date. A private placement struck at not lower than 90% of that market price is clean. Anything more than a 10% discount to it triggers SET's silent period. Critically, SET applies the test to the package: where shares are issued together with warrants or convertible debentures and the combined offering price is below 90% of market price, the shares delivered on exercise or conversion are themselves caught by the silent period. A floating conversion at a deep discount therefore does not produce free stock - it produces locked stock.", "standbyFacility": "POSSIBLE BUT EXPENSIVE, AND SLOW. Each private placement of newly issued ordinary shares requires shareholder approval by at least three-fourths of the votes of shareholders attending and entitled to vote, with objections not amounting to 10% or more. Where the offering price is below market price, an independent financial adviser's opinion is required. Notification TorJor 28/2565, which replaced TorJor 72/2558 with effect from 1 July 2023, removed the requirement for prior SEC Office approval and moved to a deemed-approval approach - a real improvement - but it did not touch the supermajority vote or the silent period. A drawdown facility therefore needs its full authorisation obtained up front and cannot be sized on demand.", "governingRule": "Notification of the Capital Market Supervisory Board No. TorJor 28/2565 re: Permission for Listed Companies to Offer Newly Issued Ordinary Shares via Private Placement, effective 1 July 2023, replacing TorJor 72/2558 - deemed approval, the 7-to-15-consecutive-business-day weighted average price definition, the 10% maximum discount, the three-fourths supermajority with objections below 10%, and the IFA opinion where price is below market. SET's silent period rule sits on top: shares placed at more than a 10% discount to market price cannot be sold for one year from the first trading date, with up to 25% releasable after six months.", "resalePath": "Two paths, and the price chooses which. Priced at 90% of market or above: the shares list and trade immediately. Priced below 90% of market: a one-year silent period runs from the shares' first trading date, with up to 25% saleable after six months and the balance free after one year. The same lock applies to shares delivered on exercise of warrants or conversion of convertible debentures where the combined package was priced below 90% of market.", "localInstrumentTerms": "PP (private placement, used as a loanword in Thai market practice); PP-Warrant; convertible debenture (หุ้นกู้แปลงสภาพ); silent period (used in English by SET); ตลาดหลักทรัพย์แห่งประเทศไทย (SET); mai; IFA (independent financial advisor)", "sources": [ "https://www.set.or.th/en/listing/listed-company/simplified-regulations/disclosure/capital/capital-increase", "https://www.mondaq.com/shareholders/1321262/thailand-approves-new-private-placement-rules-for-listed-companies", "https://wiseequitylegal.com/legal-insights/an-introduction-to-private-placements-in-thailand-a-regulatory-perspective/", "https://market.sec.or.th/public/idisc/Download?FILEID=dat/news/202509/1058NWS020920251234174380E.pdf", "https://investor.interpharma.co.th/storage/downloads/shareholder-meeting/egm202201/20220704-ip-egm202201-enc03-en.pdf" ], "confidence": "medium", "lastReviewed": "2026-08-12" }, { "country": "Philippines", "slug": "philippines", "exchanges": "Philippine Stock Exchange (PSE): Main Board and SME Board", "regulator": "Securities and Exchange Commission (Philippines); Philippine Stock Exchange", "tier": "CONSTRAINED", "floatingConversion": "UNRESOLVED - I found nothing permitting it and nothing prohibiting it. What I can state is that the Philippine framework prices and approves each issuance discretely: the PSE processes an additional listing application for the shares, and market convention for private placements references a weighted average of closing prices over a 30-trading-day period before the transaction. Two structural features work against a floating strike. First, under Section 38 of the Revised Corporation Code (Republic Act No. 11232) all stockholders enjoy a pre-emptive right to subscribe to ALL issues or dispositions of shares of any class, in proportion to their shareholdings, unless that right is denied by the articles of incorporation or an amendment. Second, the PSE's additional-listing regime imposes its own offering requirement (below).", "standbyFacility": "HARD. The PSE Rule on Additional Listing of Shares applies where a listed company issues new voting shares to any party or persons acting in concert amounting to at least 10% but not more than 35% of the resulting total issued and outstanding capital stock, through a single or creeping transaction within 12 months from the initial disclosure - which is precisely how a drawdown facility accumulates. Such transactions require a rights or public offering unless waived by a majority vote of the minority stockholders, and where waived the subscriber must undertake to the Exchange not to sell, assign or dispose of the shares for a minimum of 180 days after listing. A newly listed company is additionally barred from offering further securities for 180 days, other than stock dividends and ESOP shares.", "governingRule": "Revised Corporation Code (RA 11232) Section 38 - statutory pre-emptive right to all issues unless denied in the articles of incorporation. PSE Consolidated Listing and Disclosure Rules, Article V (Additional Listing of Securities) - the Rule on Additional Listing of Shares, the 10%-to-35% creeping trigger over 12 months, the rights or public offering requirement, the majority-of-minority waiver, and the 180-day lock-up where waived. Securities Regulation Code Section 10.1 exempt transactions, with a Notice of Exemption on SEC Form 10.1 filed at least 10 calendar days before the offer or sale (the traditional private placement being an issue to no more than 19 investors). Minimum public ownership of 10% of issued and outstanding shares, or at least 20% for companies covered by the Guidelines on Minimum Public Offering Requirements for Initial and Backdoor Listings.", "resalePath": "Additional listing on the PSE is what makes the shares tradable, and the application is the gate. Where the rights or public offering requirement was waived by a majority vote of the minority stockholders, the subscriber must lock up for at least 180 days after listing. There is no Philippine Rule 144 analogue, but shares sold in a Section 10.1 exempt transaction are unregistered, so the additional-listing route rather than a holding period is the mechanism that delivers tradability.", "localInstrumentTerms": "private placement (used in Philippine market practice for an issue to no more than 19 investors); additional listing; rights or public offering requirement; majority of the minority; pre-emptive right; Notice of Exemption / SEC Form 10.1; minimum public ownership (MPO)", "sources": [ "https://elibrary.judiciary.gov.ph/thebookshelf/showdocs/2/86463", "https://documents.pse.com.ph/wp-content/uploads/sites/15/2025/01/Consolidated-Listing-and-Disclosure-Rules-Updated-011025.pdf", "https://documents.pse.com.ph/wp-content/uploads/sites/15/2025/01/Article-V-as-of-December-2024.pdf", "https://www.sec.gov.ph/wp-content/uploads/2019/11/SRCRule10.1.pdf", "https://www.pse.com.ph/appendices/private-placement-2/", "https://resourcehub.bakermckenzie.com/en/resources/cross-border-listings-guide/asia-pacific/philippine-stock-exchange/topics/principal-listing-and-maintenance-requirements-and-procedures", "https://law.upd.edu.ph/wp-content/uploads/2021/06/SEC-Memorandum-Circular-No-6-S2021.pdf" ], "confidence": "low", "lastReviewed": "2026-08-12" }, { "country": "Vietnam", "slug": "vietnam", "exchanges": "Ho Chi Minh City Stock Exchange (HOSE); Hanoi Stock Exchange (HNX); UPCoM", "regulator": "State Securities Commission of Vietnam (SSC), under the Ministry of Finance", "tier": "CLOSED", "floatingConversion": "IRRELEVANT IN PRACTICE, BECAUSE THE STOCK IS FROZEN. Even if a conversion formula could float, the output cannot be sold. Under the Law on Securities 2019 and Decree 155/2020/ND-CP, shares placed privately by a public company - and the shares arising on conversion of privately placed convertible bonds - are subject to a transfer restriction of at least three years for strategic investors and at least one year for professional securities investors, running from completion of the offering tranche. A capital provider pricing at a discount to VWAP is pricing liquidity it will not have.", "standbyFacility": "NO. Vietnamese private offerings are registered with the State Securities Commission, must be approved by the general meeting of shareholders, and the offering plan including the price or pricing basis is fixed in that resolution. There is a minimum interval between successive private offerings. Nothing in the framework contemplates an investor subscribing on the issuer's demand at a price set at each drawdown. Foreign ownership limits under Decree 155 add a second gate: the permitted foreign ownership ratio for a public company runs from unrestricted to a sector cap, and a foreign investor must operate through an indirect investment capital account.", "governingRule": "Law on Securities No. 54/2019/QH14, private placement provisions, and Decree 155/2020/ND-CP: transfer restriction of at least three years for strategic investors and at least one year for professional securities investors from completion of the offering; SSC registration of the private offering; general meeting approval of the offering plan; foreign ownership ratio rules for public companies. Penalties for non-compliant private share and bond offerings were tightened by subsequent government decree.", "resalePath": "One year for professional securities investors, three years for strategic investors, from completion of the offering tranche, and then trading on HOSE, HNX or UPCoM subject to available foreign ownership room. Proceeds move through an indirect investment capital account. On any realistic view this is a private-equity holding period, not a financing structure a market-referenced capital provider can operate.", "localInstrumentTerms": "chao ban rieng le (private placement / private offering); nha dau tu chien luoc (strategic investor); nha dau tu chung khoan chuyen nghiep (professional securities investor); trai phieu chuyen doi (convertible bond); room ngoai (foreign ownership room); UBCKNN / SSC (State Securities Commission)", "sources": [ "https://www.allenandgledhill.com/vn/publication/articles/17866/issues-guidance-on-implementation-of-law-on-securities-2019", "https://www.tilleke.com/insights/vietnams-amended-securities-law-what-you-need-to-know/", "https://dazpro.com/decree-155-2020-vietnam-on-securities/", "https://www.vietnamlaw.dazpro.com/vietnam-securities-laws/law-542019qh14-on-securities-vietnam", "https://ykvn-law.com/new-securities-law-balancing-policy-objectives-with-a-greater-focus-on-risk-management/", "https://vietnamnews.vn/economy/1730601/government-tightens-penalties-for-private-share-and-bond-offerings.html" ], "confidence": "medium", "lastReviewed": "2026-08-12" }, { "country": "Pakistan", "slug": "pakistan", "exchanges": "Pakistan Stock Exchange (PSX)", "regulator": "Securities and Exchange Commission of Pakistan (SECP); Pakistan Stock Exchange; State Bank of Pakistan for cross-border capital", "tier": "CONSTRAINED", "floatingConversion": "NO EVIDENCE THAT IT IS AVAILABLE, AND THE FRAMEWORK POINTS THE OTHER WAY. A further issue of shares other than by way of rights requires a special resolution of shareholders and, under the Companies (Further Issue of Shares) Regulations 2020, a valuation report whose minimum contents the SECP prescribes. The board's resolution must record the average market price of the share over the three months preceding the board's decision as well as the latest available market price. That is a valuation-anchored price fixed at the decision date. It is the opposite of a price determined at each future conversion by reference to a trailing VWAP.", "standbyFacility": "NO EVIDENCE OF ANY SUCH REGIME. Pakistan's framework is built around rights issues, with issues other than rights treated as the exception requiring special resolution plus valuation. Nothing found contemplates repeated drawdowns on the issuer's demand at market-referenced prices.", "governingRule": "Companies Act 2017 Section 83 (further issue of capital, pre-emptive rights on a further issue) and the Companies (Further Issue of Shares) Regulations 2020, notified as SRO 231(I)/2020, amended by SRO 1754(I)/2022 and further updated with effect from 4 March 2024 - special resolution requirement for issues other than rights, prescribed minimum contents of the valuation report, and the requirement to disclose the three-month average market price and the latest market price in the board's decision. PSX listing regulations govern the additional listing of the shares. The SECP's 2024 amendments also simplified and standardised rights-issue disclosure, requiring the draft offer document to be circulated to both PSX and SECP regardless of issue size.", "resalePath": "NOT VERIFIED. Additional listing on PSX is the mechanism that makes the shares tradable; I could not confirm whether the Regulations impose a retention or lock-in on shares issued other than by right, and the SECP's press material refers to standardised conditions previously imposed on companies, sponsors and incoming shareholders having been codified into the Regulations, which suggests such conditions exist. A non-resident investor must also register the investment with the State Bank of Pakistan to secure repatriation rights.", "localInstrumentTerms": "right issue (Pakistani usage, singular); issue of shares otherwise than right; special resolution; Central Depository Company (CDC); Special Convertible Rupee Account (SCRA) for non-resident portfolio investment", "sources": [ "https://www.secp.gov.pk/document/the-companies-further-issue-of-shares-regulations-2020-updated-march-4-2024/", "https://www.secp.gov.pk/document/sro-231-i-2020-the-companies-further-issue-of-shares-regulations-2020/", "https://www.secp.gov.pk/media-center/press-releases/secp-notifies-regulations-regarding-further-issue-of-shares/", "https://assets.kpmg.com/content/dam/kpmg/pk/pdf/2020/05/COMPANIES%20further%20issue%20of%20shares%20regulation%202019.pdf", "https://www.brecorder.com/news/40266545", "https://profit.pakistantoday.com.pk/2024/03/14/secp-amends-the-companies-further-issue-of-shares-regulations-2020/" ], "confidence": "low", "lastReviewed": "2026-08-12" }, { "country": "Sri Lanka", "slug": "sri-lanka", "exchanges": "Colombo Stock Exchange (CSE): Main Board, Diri Savi Board, Empower Board", "regulator": "Securities and Exchange Commission of Sri Lanka; Colombo Stock Exchange", "tier": "CONSTRAINED", "floatingConversion": "No route for a price that refixes at each conversion. A Colombo-listed company can issue convertible debt securities and the CSE rulebook sets no conversion-pricing formula: across Section 5 the phrases conversion price and market price do not appear. The discipline sits one level up. Rule 5.1.1(a) provides that where shares of a class are listed, further shares of that class may not be issued until the Exchange approves the issue and listing, and Rule 5.1.2 enumerates the instances in which a further issue may be made at all - a convertible debenture and a warrant among them, so equity-linked paper is available, but no facility an investor can draw down. For a private placement Rule 5.4(e) requires the price, or a minimum price, as soon as the board decides, and Rule 5.4(f) has the directors certify it as fair and reasonable. A stated minimum price satisfies the rule; a floating reference does not. A disclosed floor is the modification Sri Lanka demands.", "standbyFacility": "No. None of the instances of a further issue in Rule 5.1.2 is a facility an investor can draw on. The closest analogue, the private placement, is shaped four ways at once: Rule 5.4(b) caps it at 20% of the shares in issue immediately after it, Rule 5.4(c) bars another for the following 24 months, Rule 5.4(d) sends each one to a special resolution of a general meeting, and Rule 5.4(e) puts the price in public from the moment the board decides. The SEC may waive Rule 5.4(b) or Rule 5.4(c). There is no annual mandate of the SGX or ASX kind, so a programme becomes a sequence of separately approved single placements. Rule 5.9 points the same way: the application to list shares arising on conversion goes in at the time the convertible is listed, so the share count is fixed at the front of the transaction rather than discovered at the back. Rule 5.10 defines a warrant by reference to a pre-determined price, caps its tenure at two years and requires a special resolution.", "governingRule": "CSE Listing Rules Section 5 (Further Issue of Securities of a Listed Entity), as amended to 10 April 2025 - the approval-in-principle process under Rule 5.1.1, the enumeration of permitted further issues in Rule 5.1.2, the 15-market-day window between approval in principle and entitlement/allotment where no shareholder approval is required, and Rule 5.4 on the private placement (the 20% cap, the 24-month bar, the special resolution, the price or minimum price on the board decision, and the extract of the article permitting a non-pro-rata issue). Rule 5.6.7 caps the discount under an employee share purchase scheme at 20% of the volume weighted average price over the 30 market days before the grant date and requires a minimum of one year from allotment; that is the only lock-in in Section 5. Rule 5.9 governs the listing of shares arising on conversion of debt securities, through the primary and secondary securities pairing; Rule 5.10 governs warrants. The Securities and Exchange Commission of Sri Lanka Act No. 19 of 2021 sits above the rulebook, and Section 53(1) of the Companies Act is the source of the non-pro-rata power Rule 5.4(f) requires in the articles. Cross-border subscription is a capital transaction under the Foreign Exchange Act No. 12 of 2017, run through an Inward Investment Account under the Foreign Exchange (Classes of Capital Transactions Undertaken in Sri Lanka by a Person Resident Outside Sri Lanka) Regulations No. 2 of 2021, amended by Gazette Extraordinary 2235/22 of 6 July 2021. The 20% cap is confirmed; the sub-rule numbers and the repeat-issue bar are taken from secondary summaries because the CSE Section 5 text would not parse.", "resalePath": "Not the Sri Lankan constraint. Section 5 attaches no lock-in to placement shares. Its one lock-in falls on an employee share purchase scheme, where Rule 5.6.7 requires a minimum of one year from allotment. Sri Lanka therefore sits opposite most constrained markets here, where issuance is easy and the stock is then immobilised. Requirements can sit outside the Listing Rules, so confirm the position with Sri Lankan counsel. One trap sits outside Section 5: the definition of Public Holding excludes, broadly, a holder of 10% or more of a Main Board entity or 5% or more of a Diri Savi Board entity, so a stake converted into size stops counting toward the float the issuer must maintain, and dilution and listing compliance arrive together.", "localInstrumentTerms": "further issue of securities; private placement; approval in principle; Diri Savi Board; Empower Board; Inward Investment Account (IIA); Central Depository Systems (CDS)", "sources": [ "https://cdn.cse.lk/pdf/Listing-Rules-Section-5-Further-Issues-of-Securities-of-a-Listed-Entity.pdf", "https://cdn.cse.lk/pdf/Section-5.pdf", "https://cdn.cse.lk/pdf/rule-books/iEk14YRnSBLNA0bT_2May2025092735GMT_1746178055186.pdf", "https://cdn.cse.lk/pdf/rule-books/7fbiHphMjtMFRPzO_28Feb2025105934GMT_1740740374333.pdf", "https://www.cse.lk/pages/listing-rules/listing-rules.component.html", "https://cdn.cse.lk/pdf/issuer_relations_e-booklet_20180731.pdf" ], "confidence": "low", "lastReviewed": "2026-08-12" }, { "country": "Bangladesh", "slug": "bangladesh", "exchanges": "Dhaka Stock Exchange (DSE); Chittagong Stock Exchange (CSE)", "regulator": "Bangladesh Securities and Exchange Commission (BSEC); Bangladesh Bank for cross-border capital", "tier": "CLOSED", "floatingConversion": "NO. Bangladesh operates a consent regime, not a disclosure regime: a company intending to issue capital must apply to the Commission for consent under the Securities and Exchange Commission (Issue of Capital) Rules, 2001. Price is a term of the consent, granted at a point in time. There is a second, decisive obstacle for a single-investor convertible: for securities carrying conversion features, at least 40% of the issue must be reserved for existing shareholders, at least 40% for a public offer, and a maximum of 20% may be placed privately. A convertible instrument placed entirely with one capital provider at a price that refixes to future market prices cannot be built inside that distribution quota.", "standbyFacility": "NO. Every tranche would require fresh BSEC consent, and the conversion-feature distribution quota caps private placement at a minority of any convertible issue. Equity securities issued by a listed company with consent under the Issue of Capital Rules 2001 are also subject to lock-in. There is no at-the-market programme and no committed equity facility.", "governingRule": "Securities and Exchange Commission (Issue of Capital) Rules, 2001 - mandatory application to the Commission for consent to any issue of capital, and lock-in on equity securities issued with that consent. BSEC (Public Issue) Rules, 2015 - repeat public offer by a listed issuer, and the 40/40/20 distribution requirement for securities having conversion features. BSEC (Rights Issue) Rules, 2006. Debt Securities Rules 2021 and the Public Offer of Equity Securities Rules 2025 for preference shares, which require BSEC consent before issue. Cross-border: Bangladesh Bank grants general permission for the issue of shares to non-residents against inward remittance of freely convertible foreign exchange through the banking channel, and accepts a fair value derived from a combination of NAV, fair market value and DCF.", "resalePath": "Consent first, then lock-in, then the board. Equity securities issued by a listed company under a BSEC consent are subject to a lock-in period; after it expires the shares trade on DSE and CSE. For a non-resident, subscription is permitted under Bangladesh Bank's general permission provided the consideration arrives as inward remittance through the banking channel, and repatriation of sale proceeds is subject to the foreign exchange regulations.", "localInstrumentTerms": "issue of capital consent; repeat public offer (RPO); rights issue; private placement; lock-in; NITA / non-resident investor's taka account; preference shares", "sources": [ "https://sec.gov.bd/slaws/Notification_24.05.20222.pdf", "https://sec.gov.bd/lbook/F-07_2015.pdf", "https://sec.gov.bd/slaws/Notification_04.04.2022.pdf", "https://www.bb.org.bd/aboutus/regulationguideline/foreignexchange/feguidevol1/9_a.pdf", "https://www.bb.org.bd/en/index.php/Investfacility/invesfac", "https://www.dsebd.org/securities-market-rules-regulation.php", "https://lankabangla-investments.com/service/preference-share-issuance-in-bangladesh/" ], "confidence": "low", "lastReviewed": "2026-08-12" } ] }