APPENDIX 6
NAME OF ISSUING COMPANY
LOGO
APPLICATION FOR THE LISTING OF TITLES ON A CSE REGULATED MARKET (Main/ Parallel/ Alternative/
Investment Companies Market/ Major Projects Market/ Shipping Companies Market/ Corporate Bonds Market)*
* Delete as applicable
WITH THE METHOD OF ………………
Summary Presentation
OF THE APPLICANT ISSUING COMPANY
(COMPANY PROFILE FORM)
The content of this Company Profile is in full compliance with the information contained in the company’s Prospectus
which (has been approved), has been submitted/shall be submitted to the Securities and Exchange Commission.
The Directors jointly and severally undertake full responsibility with regard to the accuracy and correctness of the
information and details included in this company profile and affirm that there are no other material facts whose omission
would render any declaration contained herein misleading.
During the examination of the application for the listing of its titles on the CSE the Issue Manager / Issue Advisor is
…………
ATTENTION: This document is not a Public Invitation to the public and its purpose is not to raise funds.
dd/mm/yy
D:\265336963.doc
1
Α.
SUMMARY INFORMATION ON THE ISSUE
Approved share capital (in number of shares and in €)
Issued share capital prior to the issue (in number of shares and in €)
Issue of New Shares:
Private Placement
Public Offering
Total number of new Shares ¹
Sale of Existing Shares (if applicable):
Private Placement
Public Offering
Total number of shares after the issue
Nominal value of the share
Price of Allocation to the public
Raised funds:
Private Placement
Public Offering
Total (€)
Market Capitalisation (€)
Dividend
1.
2.
3.
4.
5.
6.
7.
8.
Β.
The shares are entitled to dividend
from the profits of financial year
ΧΧΧΧ
In the case of issue of shares of different categories (ordinary, preference, etc) state the relevant breakdown.
State the persons to whom the Private Placement shares shall be allocated and the relevant price.
In case the issuer shall proceed to the listing of any derivatives such as warrants, share options, etc. include
their main characteristics (e.g. number/ quantity, terms of issue, issue ratio, overall percentage in the issued
share capital of the issuer, etc). Number of rights, convertible/exchangeable bonds with rights, with reference to
the terms and modes of conversion, exchange or subscription.
State the employee participation schemes in the capital of the issuer.
If known, state the dates on which the catalogues shall be open for subscription to the issue.
In case the public offering shall be made by means of sale of existing shares, state the names and the number
of shares allocated by each main shareholder.
If the public or private issue or placement were made or are made simultaneously on the markets of different
states, for some of which a part has been retained in advance, please state that part.
Provide information on the mode of allotment of the shares to be employed in the case of oversubscription of
the issue.
COMPANY VALUATION
State the price of allocation to the public and the methodology used to determine the issue price.
Maximum limit
Minimum limit
ISSUER FUNDAMENTAL FINANCIAL ASPECTS
Book value of the share 31/12/ΧΧ
Profits before tax ΧΧΧΧ/ share
Profits after tax ΧΧΧΧ/ share
Issue Price to Book Value of the Share (Ρ/ΒV)
Issue Price to Earnings per Share (Ρ/Ε)
Estimated spread of Allocation Price
Price of allocation to the public
Comments
1. The Ρ/Ε ratio, on a consolidated basis, for the year ΧΧΧΧ, has been calculated based on the number of shares
following this share capital increase.
2. The book value of the share has been calculated based on the number of shares of ΧΧ/ΧΧ/ΧΧ adjusted for the
conversion of the nominal value.
C.
BOARD OF DIRECTORS AND PROFESSIONAL ADVISORS
BOARD OF DIRECTORS (Clarify whether the directors are Executive, Non Executive or Independent)
Full name and address of the Chairman and Members of the issuer’s Board of Directors
PROFESSIONAL ADVISORS: .....................................................................
SECRETARY: .....................................................................
D:\265336963.doc
2
REGISTERED OFFICE: .....................................................................
BANKERS:
.....................................................................
AUDITORS: .....................................................................
ISSUE MANAGERS, INVESTMENT FIRM ADVISORS, UNDERWRITERS: .........................
LEGAL ADVISORS .....................................................................
INDEPENDENT
AUDITORS
HAVING
CONDUCTED
STUDY.....................................................................
INDEPENDENT LEGAL
ADVISORS
STUDY.........................................
HAVING
AN
CONDUCTED
INDEPENDENT
AN
COMPREHENSIVE
INDEPENDENT
COMPREHENSIVE
COMPANY INFORMATION
Contact address, Telephone, Telefax, E-mail Address, Website, Registration Number, Date of Establishment
D.
SUMMARY FINANCIAL STATEMENTS (DEPENDING ON THE MARKET OF THE LISTING)
(1) PROFIT AND LOSS ACCOUNT
(thousand €/£)
Turnover
Cost of Sales
Gross Profit
Other Income
Expenses
Profit from business
Profit before tax
Profit after tax
Profit per share (cent)
Financial Indicators
200X-5
200X-4
200X-3
200X-2
200X-1
200X-5
200X-4
200X-3
200X-2
200X-1
Gross Profit Margin
Net Profit Margin
Remarks
1. State any material year-on-year fluctuations to the economic figures providing a relevant explanation.
2. Include the company’s half-yearly results in case they have been approved.
(2) BALANCE SHEET
(thousand €/£)
Non-current assets
Current assets:

Stocks

Debtors

Cash and bank balances
Total Assets
200X-5
200X-4
200X-3
200X-2
200X-1
Capital and reserves:
Share Capital
Reserves
Minority interest
Long-term liabilities
Current liabilities
Total shareholders’ capital and liabilities
D:\265336963.doc
3
Financial Ratios
Gearing ratio
Current liquidity ratio (Current Assets / Current
Liabilities)
Quick Ratio (Current assets – Stocks / Current
liabilities)
Debtor ratio (Trade Debtors / Sales)
Creditor ratio (Trade Creditors / Cost of Sales)
200Χ-5
200Χ-4
200Χ-3
200Χ-2
200Χ-1
Remarks
1. State any material year-on-year fluctuations to the economic figures providing a relevant explanation.
2. Include the company’s half-yearly results in case they have been approved.
(3)
CASH FLOW STATEMENT
(thousand €/£)
200Χ-5
200Χ-4
200Χ-3
200Χ-2
200Χ-1
Profit / (Loss) from business prior to the changes in the
working capital
Net cash flow from /(for) business
Net cash flow from /(for) investment activities
Net cash flow from /(for) financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the
year/period
Cash and cash equivalents at the end of the
year/period
Remarks
1. State any material year-on-year fluctuations to the economic figures providing a relevant explanation.
2. Include the company’s half-yearly results in case they have been approved.
Ε. ISSUER’S BACKGROUND AND BUSINESS ACTIVITY
(1) BACKGROUND

State the date of establishment, the objects and any changes thereto, the registration number, the date
of conversion from private to public company, the date of commencement of activities and the duration of
the company (if not indefinite).

If the issuer belongs to a group, give a summary description of the group and the position that the
company holds therein.

Refer to the tax regime (in the case of non Cypriot companies).

Refer in brief to the evolution of the issuer from its establishment to the present day and to significant
events (e.g. takeovers, etc.).
(2) ACTIVITIES

Give a detailed presentation of the issuer’s current activity and state the main activities of the company
for the 5/3/2 years prior to the application.

State the main terms of the important contracts which constitute a significant part of the turnover.

State the location, significance of main establishments of the issuer and provide brief information on its
immovable property (owned or leased). The term main establishment implies every establishment which
contributes to the turnover or production at a rate of more than 10%.

Briefly state the issuer’s dependence, if any, on patent rights, exploitation licences, operation licences,
provided these factors are of material significance to the issuer’s activity and/or profitability.

State all court disputes, arbitrations or interruptions of activities which may have or have had in the
recent past a significant impact on the issuer’s financial condition.
(3) TURNOVER ANALYSIS
3.1. Per activity
Per geographical market
(4) CLIENTS – SUPPLIERS
State the issuer’s most important clients/suppliers and the Turnover or sales percentage they account for (where
applicable).
D:\265336963.doc
4
(5) BUSINESS RISKS
 Make extensive reference to the risk factors which are specific to the company and the field of its business
activity.
F.
DEVELOPMENT OF SHARE CAPITAL AND DISPERSION
(1) DEVELOPMENT OF THE SHARE CAPITAL
 Refer to the amount and main variations to the approved and issued capital, the number and categories of the
shares representing the same and their main characteristics. Also refer to the part of the issued capital which
has not yet been paid, the number or total nominal value and the type of the shares which have not been fully
paid up detailing, where applicable, the extent to which these have been paid up (state all categories of
securities which the issuer has issued or is obliged to issue).
(2) DISPERSION OF SHARE CAPITAL
 Provide a breakdown of the dispersion of the company’s share capital.
Number of
shareholders (where
applicable)
Number of shares
(direct and indirect)
Rate
(%)
Chairman
Members of the Board of Directors
General Manager
Head of Accounts Department
Financial Controller
Secretary
Auditors
Purchase of equity capital  Buyback

Employees’ Provident Fund
Main Shareholders holding more than 5%
Total
Employees of the issuing company
Dispersion to the wide public/ Free float
Total Share Capital
Natural and Legal persons whose
individual shareholding does not exceed
2% of the shares.
Total (Natural and Legal Persons)
100%
Observations:…………………………………………………………………………………………………
In case the dispersion requirements for listing on one of the Stock Exchange Markets are not satisfied, refer to
the intention of achieving the required percentage.
D:\265336963.doc
5
G.
MAIN SHAREHOLDERS
1.
2.
State the total number of shares held by the members of the Board of Directors and the senior executives of
the company.
In the case of an application by a company for the listing of its securities on the Main Market or the Shipping
Companies Market, include a binding statement on whether the shareholders holding more than 5% of the
share capital are willing to allocate their shares in the year immediately following the listing.
AFTER THE INCREASE
BEFORE THE INCREASE
TOTAL
SHARE
HOLDER
TOTAL
DIRECTLY INDIRECTLY
DIRECTLY INDIRECTLY
SHARES
%
SHARES
%
Shareholder A
Shareholder Β
Free Float
TOTAL
Η.
OBJECTIVES – PROSPECTS – BUSINESS PLAN – FUND RAISING
(1) OBJECTIVES – PROSPECTS – BUSINESS PLAN
Include a business investment plan analysing the course of the company in the next three years in respect of
the future investments that the issuer is expected to make and the timeframe of their implementation,
clarifying, with specific references to the market conditions and other factors if any, the cases where these
investments shall not be made immediately. Also provide a detailed description of the means which the
company intends to employ in order to achieve its objectives in terms of growth. The plan must explain in
detail short-term and long-term objectives, the strategy and prospects of the company as well as its
investment policy.
(2) PRESENTATION OF THE INTENDED USE OF THE CAPITAL RAISED THROUGH PUBLIC OFFERING (if
applicable)
State the amount of the raised funds and how they are intended to be used.
...............................................................................................................................................................................
...............................................................................................................................................................................
I.
BOARD OF DIRECTORS – ORGANISATIONAL STRUCTURE

Present the composition of the Board of Directors, detailed CVs and the position held by the members
in the organisational structure of the company.

Describe all significant transactions made or agreed to be made between the issuer and the members
of the administrative, management or supervisory bodies or any shareholder holding more than 5% of the
issued capital or their associated persons.

Has the issuer granted to the members of the Board of Directors any loans and guarantees in their
favour?
If yes, provide an overall description of all current loans and guarantees.
Ι.
PERSONNEL
Present, per category, the evolution of the annual average company personnel in the last three years,.
ΙΑ. FINANCIAL INFORMATION





D:\265336963.doc
Attach the financial statements of the Group and the subsidiaries for the five/ four/ three/ two last financial
years (depending on the Market).
State whether the issuer has an Accounts Department (one certified accountant, member of the Institute of
Certified Accountants or an equivalent corresponding professional body).
State the issuer’s net position in the financial year immediately prior to the listing.
State the issuer’s working capital for the last financial year.
The issuer’s financial statements have been drawn according to the provisions:
(i)
of the Companies Law concerning the financial statements of companies or the corresponding
provisions of the national law of the member state in which the issuer has been established or the provisions
6
of a third country in which the issuer has been established, and which must be equivalent to the
corresponding provisions of the Republic and in accordance with the International Financial Reporting
Standards or in any other form set out upon the Council’s decision;
(ii) have been audited by a recognized audit firm, in accordance with the International Standards on Auditing;
(iii) give a true and fair picture of the property, financial condition and results of the issuer, including its
financial performance and cash flows.
 In case the issuer intends to be listed on the CSE Main Market, it must confirm that it shall issue quarterly
results.
 State whether the last auditors’ report for the company contains any reservations or statement of weakness to
express an opinion or material uncertainty or whether the investors’ attention is drawn thereto (Qualification of
the auditors’ report).
 Clarify the year up to which the issuer is obliged to submit its accounts to the Commissioner of Income Tax in
view of the settlement of its tax obligations.
ΙΒ.
OTHER INFORMATION ON THE ISSUER’S TITLES
Refer to the following issues:




ΙC.
Free transfer
Has the company granted special rights to any shareholder? If yes, state any significant agreements with the
administrative bodies or main shareholders and their associated persons.
Fully paid titles
Dividend policy
REFER TO THE FOLLOWING INFORMATION ON THE ISSUER





Expected Market Capitalization
In case the Corporate Governance Code has already been adopted, submit the relevant Report on Corporate
Governance and the manual of procedures
Provide the name of the Compliance Officer
Provide a website on the Internet
Provide a summary of the main conclusions of the Independent comprehensive audits/ due diligences.
The Council of the Stock Exchange has the discretion to request additional details or information or clarifications.
D:\265336963.doc
7
ADDITIONAL SPECIAL INFORMATION FOR THE LISTING OF SECURITIES ON THE INVESTMENT
COMPANIES MARKET
1.
2.
3.
4.
5.
6.
Expected Market Capitalisation
Independent Fund Manager
Relations between Administrative Bodies and Fund Manager
Activities
Recently established Investment Company
Investment Plan
ADDITIONAL SPECIAL INFORMATION FOR THE LISTING OF SECURITIES ON THE MAIN PROJECTS
MARKET
1.
2.
3.
4.
5.
6.
Expected Market Capitalisation
Commercial Exploitation / Patent Right / Intellectual Property Right
Conduct of feasibility study
Specially qualified staff
Persons holding 50% of the required capital
Information which must be included in respect of issuers of main projects

Description of the work which has already been executed up to the issue of the company profile.

In case the project concerns the exploitation of a patent right or intellectual property right, full and detailed
description of this right.

Estimate of the expenditure required until the completion, operation and production of the project.

Estimate of the time and working capital required until the project yields the expected income.

In case the project concerns the introduction of new technology, report by an independent technical
consultant with the necessary training, knowledge and experience under the circumstances, relating to the
viability of the project from a technical point of view and any other information deemed useful by the Council,
under the circumstances, for the correct assessment of the project.

Present the details in respect of the feasibility study which has been conducted and the financial study which
the company shall undertake and submit the said details.

The company which provides financing to large projects must state in its application, as the sole purpose of
its wish to list its securities on the Stock Exchange, the raising of an adequate amount of money for the
financing of a main project, until the project is completed and yields sufficient income on a permanent basis.
ADDITIONAL SPECIAL INFORMATION FOR THE LISTING OF ISSUERS ON THE SHIPPING COMPANIES
MARKET
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
Compliance of the ship management company with the ISM Code (International Safety Management), keeping of
an authorized representative office of the Company in Cyprus (e.g. accounting or law firm), provided the
company’s headquarters are located in a member state of the EU or the European Economic Area.
The issuing company keeps authorized representative offices in a member state of the EU or the European
Economic Area from where the financial management of the group is carried out.
The manning of the ships under Cypriot flag is in compliance with Law 105(I)/ 2000 as certified by the safe
manning certificate of the Department of Merchant Shipping or any corresponding Law of the flag they bear.
All ships must comply with the International Regulations as set out by the International Maritime Organisation
(IMO) and the International Labour Organisation (ILO) based on the flag administration.
The issuing or management company must have recently obtained and keep, prior to the listing, the ISM Code
DOC=Document of Compliance based on the flag administration.
All ships are certified by a classification society, member of the IACS. State the name of the classification society.
Ship insurance.
Ship value.
The issuer ensures that the sale or purchase or lease or mortgage of the ships to or by shareholders holding more
than 5% of the issuer, managing directors, managers, senior officers or relatives by blood up to second degree or
companies directly or indirectly controlled by any of the aforementioned, shall be possible only upon approval by
the General Meeting of the shareholders, by special resolution, after furnishing them with a report of facts
including full disclosure of the facts imposing or concerning the transaction.
State the percentage of the issuer’s Total Assets which is invested in ship owning companies.
Is at least one of the members of the Board of Directors a permanent resident of the European Union? State his
name and place of residence.
D:\265336963.doc
8