Corporate financing for small and medium-sized companies: Alternative Spanish Fixed-Income Market

March 2014 | PROFESSIONAL INSIGHT | FINANCE & INVESTMENT

Financier Worldwide Magazine

The Alternative Spanish Fixed-Income Market (Mercado Alternativo de Renta Fija, ‘MARF’) was launched in May 2013 by the Spanish exchange market operator (Bolsas y Mercados Españoles, ‘BME’) through AIAF, Mercado de Renta Fija, the company that runs the Official Spanish Fixed-Income Market. MARF operates according to the legal structure of a Multilateral Trading Facilities System, addressed to institutional investors, which, as opposed to regulated markets, enables easier access for companies, relaxes maintenance requirements and, hence, makes the market more competitive in terms of costs and fees.

To facilitate the market’s implementation, the Spanish government introduced changes to the Spanish Securities Exchange Act (Ley del Mercado de Valores) and also promoted the amendment of, among others, the Private Insurance Structure and Supervision Rules (Reglamento de Ordenación y Supervisión de los Seguros Privados) and the Pension Plans and Funds Rules (Reglamento de Planes y Fondos de Pensiones), to encourage investment in the bonds listed on the market.

MARF’s management and executive functions were vested in AIAF’s board of directors while its day-to-day affairs were delegated to the managing director. Three commissions (the Supervisory Commission, the Arbitration Commission and the Securities Admission Commission) will be constantly operating to strengthen the control and running of MARF.

Under article 13 of the Resolutions of the market, and articles 26.2 and 30.ter of the Spanish Securities Exchange Act, the kind of securities permitted to trade on MARF are: (i) bonds, debentures, promissory notes and other securities recognising or creating a debt claim, issued by foreign or national public limited companies; (ii) securities granting the right to subscribe for shares or similar or equivalent securities, by conversion or by the exercise of the rights that grant such securities, provided that those are issued by the issuer of the shares or any other company of the group; and (iii) units of collective investments schemes that invest in securities issued by the companies issuing securities listed on the MARF. The individual nominal value of each security has been established at €100,000 and only institutional investors can invest in this market.

Issuers must submit an informative document, with standardised market content: the two-year annual accounts (individual and consolidated, where applicable) with the corresponding audit report; an investment grade rating report issued by a credit rating agency registered in ESMA (European Securities and Markets Authority); an independent expert report on the economic terms of the issuance, such us price, profitability and interest rate of the securities, when required by the MARF. They must also appoint a registered adviser who (as occurs in other alternative European Member fixed-income markets) will be entrusted to guide the issuer through the admission process and its subsequent life in the market. Further, they must adopt, if the issuer accepts it voluntarily or the board of directors of AIAF requires it due to the characteristics of the issuer or its securities admitted on MARF, the necessary measures for providing the securities with enough liquidity to trade effectively. Fulfillment of the admission requirements is first evaluated by the Securities Admission Commission, then the board of directors of the AIAF will decide within one month whether to admit or reject the submission.

Once the securities have been admitted to trade, to maintain listing on the market there are minimum reporting requirements. Issuers or their corresponding registered advisers must assess the securities and publish financial information periodically, as well as relevant facts or relevant information according to their legal nature. If the issuer modifies any circumstance or condition of the issued securities, such as the interest rate or par-value reductions, it must publish this information before the modification comes into force. MARF will maintain a public registry to disclose all the information provided by issuers.

Copasa, S.A. wrapped up the first issuance of €50m unsecured senior bonds for trading on the MARF in December 2013. After fulfillment of all the legal requirements, the bonds, with a BB investment grade rating, five-year maturity and an interest rate of 7.5 percent, are already listed on the MARF. The deal was well received on the market and obtained evident financial backing, both national and international. After the success of the first issuance, MARF’s managers are actively working on future debt issuances that will see daylight in the coming months.

Ana María Gamazo Martín is a partner at Cuatrecasas Gonçalves Pereira. Mrs Gamazo can be contacted on +34 932 905 543 or by email: anamaria.gamazo@cuatrecasas.com. Mr Morera can be contacted by email: xavier.morera@cuatrecasas.com.

Ana María Gamazo Martín

Cuatrecasas Gonçalves Pereira