IPSX Wholesale has been designed to provide real estate owners with an onshore market that is capable of accepting a variety of different corporate structures, including JV REITs, within a flexible regulatory environment. It allows shares in companies holding commercial real estate to be admitted to trading on an onshore market. As IPSX Wholesale is only open to institutional investors, it allows for a broader range of potential issuers.
IPSX Wholesale has been designed for real estate owners holding commercial real estate in structures which may be more complex than the structures employed by issuers which are suitable for admission to IPSX Prime. This includes Joint Venture (JV) REITs.
As well as stabilised assets, IPSX Wholesale is open to development and regeneration projects. Issuers owning assets which they intend to develop, redevelop, repurpose or retrofit will be able to seek admission to IPSX Wholesale as an alternate source of fundraising, provided they anticipate the asset becoming stabilised and income-producing within a five-year timeframe from the point of admission.
Further to this broader range of eligible assets, the types of issuers eligible for admission to IPSX Wholesale could include more complex ownership structures, more complex legal arrangements, more unusual tenancy arrangements. These will be reviewed on a case-by-case basis.
IPSX Wholesale rules do not prescribe a minimum free float. Issuers can seek admission to IPSX Wholesale could propose coming to market with less than a 10% free float, subject to meeting certain criteria.
IPSX Wholesale issuers’ asset(s) must generally have a minimum market value of £50 million.
The maximum loan-to-value of an IPSX Wholesale Issuer is 80%, compared to 40% for an IPSX Prime Issuer, allowing companies with more leverage to seek admission to trading.
IPSX Wholesale issuers which are not required to produce a prospectus are required to produce an Admission Document.
Just as with IPSX Prime, IPSX Wholesale issuers are required to appoint an IPSX Lead Adviser to help guide them through the admission process, and an IPSX Approved Valuer to produce a RICS compliant Red Book Valuation.
IPSX also offers a fast track admissions for qualifying IPSX Wholesale issuers whose securities are already admitted to trading on the following Qualifying Markets:
- Stock exchanges domiciled in the UK and Crown dependencies;
- Stock exchanges domiciled in the EEA; or
- FCA Designated Investment Exchanges;
The IPSX Rules for Wholesale Issuers set out the additional fast track admission criteria.
Only Institutional Investors may invest in IPSX Wholesale admitted issuers. These are:
- Eligible counterparties
- Per se Professional clients
- Elective Professional clients
Elective Professional Clients are broadly defined as a client that has expertise, experience and knowledge in light of the nature of the transactions envisaged, and is capable of making his own investment decisions and understanding the risks involved, and:
- Has stated in writing to its broker that it wishes to be treated as a professional client either generally or in respect of a particular service or transaction or type of transaction or product;
- The broker has given the client a clear written warning of the protections and investor compensation rights it may lose; and
- The client has stated in writing to its broker, in a separate document from the contract, that it is aware of the consequences of losing such protections
Market Regulation Teamregulation@ipsx.com