IPSX Wholesale is a market exclusively for institutional investors and has been designed to provide real estate owners with an onshore market that is capable of accepting a variety of different corporate structures within a flexible regulatory environment, including JV REITs.
Joining IPSX Prime, the Exchange’s Regulated Market, IPSX Wholesale is a multilateral-trading facility. As with IPSX Prime, it will allow shares in companies holding commercial real estate to be admitted to trading on an onshore market. As IPSX Wholesale is an MTF that 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, and therefore be more suited for institutional investors. 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 to the public market.
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, but as IPSX Wholesale is only for institutional investors it allows for more flexibility than IPSX Prime.
IPSX Wholesale rules do not prescribe a minimum free float. Issuers can seek admission to IPSX Wholesale with a free float lower than the 25% requirement on IPSX Prime and could propose coming to market with less than a 10% free float, subject to meeting certain criteria.
IPSX Wholesale issuers must have asset(s) with minimum market value in excess of £100 million.
The loan-to-value requirement for IPSX Wholesale is set at a maximum of 80%, compared to 40% for IPSX Prime, allowing companies with more leverage to seek admission to trading.
IPSX Wholesale issuers do not have to produce a prospectus for approval by the FCA. Instead, IPSX Wholesale issuers will produce an Admission Document which will be submitted to IPSX.
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 (list available here).
The IPSX Rules for Wholesale Issuers set out the additional fast track admission criteria.
Investment in IPSX Wholesale issuers will be available to Institutional Investors only, including professional clients and eligible counterparties under MiFID. Examples of these include:
- Unit trust scheme trustees/managers authorised by the FCA, or equivalent
- Open-ended investment companies
- Collective investment schemes
- Pension fund trustees/managers
- Insurance companies
- Firms authorised by the FCA, or equivalent
- Sovereign wealth funds
- REITs and offshore REIT equivalent
Head of Market Regulation