How to join

Admission requirements and procedure

Companies seeking admission to  BME Growth must be public limited companies which meet the following requisites:

1. Transparency:

Both core shareholders and the company's governing bodies must change their mindset and procedures to meet the level of transparency demanded. The regulations are adapted to their needs and introduce two new figures, the Registered Advisor and the BME Growth itself. The correct level of transparency shall always be maintained throughout all procedures.

2. Information reporting:

The company is committed to reporting the half-yearly and annual information required by BME Growth.

3. Registered advisor and Liquidity provider:

Appointing an Advisor helps companies both when they are joining to the market and once they are listed. While a contract with a liquidity provider helps trading.

4. Shareholder diffusion:

In order to join BME Growth  the shares held by shareholders holding less than 5% of the share capital must have an estimated value of more than €2 million. Often, companies who do not initially meet this requirement, do so later via a share placement or a share sale upon admission to the market.

The criteria used by the Market to consider the adequacy of the shareholder diffusion of companies that request admission of their shares are:

-There must be at least 20 shareholders independent of the core shareholder or shareholders with stakes of less than 5% of the share capital.

-These shareholders do not include those with shares with a value of less than €10 thousand euros, except in cases where this is justified by mass retail distribution of more than 500 shareholders.

-Shareholders with shares worth more than €1 million euros are also not included.

Persons closely associated with any of the core shareholders, as defined in definition 26) of Article 3.1 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse, are also not considered suitable for consideration in the calculation of the diffusion. Consequently, other persons who are not within this definition shall be considered suitable for the purposes of computing the diffusion.

In addition, in the case of shareholders with an interest of more than €1 million euros representing less than 5% of the share capital, the portion exceeding €1 million euros shall not be considered for the purposes of calculating the total cash disbursed. Such shareholders will be computable for the purposes of the number of minority shareholders.

Based on previous experience, we estimate that approximately three to six months may elapse from the time a company appoints a Registered Advisor up until they are admitted to the Market.

1. Decision/Planning Phase

The company must analyse what the process for listing on the market entails. With the help of its advisors, the company must ascertain how to leverage the opportunities offered by the securities market but it must also plan how to comply with legal requirements and factor in possible organisational changes and changes of mindset when listing and which investors assess in the share price.

Depending on a company's situation and objectives, the design of its BME Growth listing operation will differ. Obviously, admission to the market via a listing, i.e. without a prior share sale, is different to a capital increase or an IPO (initial public offering).

2. Preparation/Request Phase

When submitting the admission request, a company must include all documentation confirming it meets the listing requirements. It must also present the Document for Admission to the Market or, if applicable, the Prospectus filed with the CNMV. Here BME Growth can help and make it much easier, as drafts can be submitted and communication with the company and its Registered Advisor is fluid and ongoing.

3. Processing phase

Once the request and definitive documentation have been received, BME Growth shall assess the requisites and publish, if applicable, authorisation to be admitted. From that moment, if a share increase or a share offering is planned, the marketing phase among investors may commence.

4. Admission

Once the capital increase or share offering has concluded and, if applicable, the necessary documentation has been submitted, BME Growth will announce the listing in its Listing Bulletin, the security will be allocated a trading code and will be included in the Book Entry Register.

At 12am on the appointed day, the opening bell will be rung to signal the start of trading of the company on BME Growth.

Periodical information

• Half-yearly information: : A half-yearly financial report equivalent to the entity's interim financial statements submitted, at least, to a limited review by its auditor, with a reference to the significant events occurring during the six-month period, within the four months following the end of the first six-month period of each year.
• Annual information: audited annual financial statements released in the four months following the end of the annual reporting period along with the corresponding Directors' Report.
  
  

Insider information and other relevant information for investors

All the insider information and other relevant information communicated to the Market by the issuers of securities listed on or who have applied to be listed on the Market will be publicly disclosed by the Market, in accordance with the provisions of article 228.2 of the Spanish Securities Markets Law.

Other information to be reported:

• Significant holdings, of which the company is informed.
• Shareholders' agreements.
• Information on corporate transactions.
• Forecasts or numerical estimations, if applicable.

Disclosure of information:

• Information is published and stored on the Market website.
  
• Issuer's website.

·  A half-yearly financial report equivalent to the entity's interim financial statements submitted, at least, to a limited review by its auditor, with a reference to the significant events occurring during the six-month period, within the four months following the end of the first six-month period of each year.

Annual information: audited annual financial statements released in the four months