Self-Regulatory Organizations; Long-Term Stock Exchange; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Relating to a Temporary Reduction in the Initial Listing Fee, 29818-29820 [2021-11612]
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29818
Federal Register / Vol. 86, No. 105 / Thursday, June 3, 2021 / Notices
rule change, or institute proceedings to
determine whether to disapprove the
proposed rule change.5 On March 4,
2021, the Commission instituted
proceedings under Section 19(b)(2)(B) of
the Exchange Act 6 to determine
whether to approve or disapprove the
proposed rule change.7
Section 19(b)(2) of the Act 8 provides
that, after initiating proceedings, the
Commission shall issue an order
approving or disapproving the proposed
rule change not later than 180 days after
the date of publication of notice of filing
of the proposed rule change. The
Commission may extend the period for
issuing an order approving or
disapproving the proposed rule change,
however, by not more than 60 days if
the Commission determines that a
longer period is appropriate and
publishes the reasons for such
determination. The proposed rule
change was published for comment in
the Federal Register on December 4,
2020.9 The 180th day after publication
of the Notice is June 2, 2021. The
Commission is extending the time
period for approving or disapproving
the proposal for an additional 60 days.
The Commission finds that it is
appropriate to designate a longer period
within which to issue an order
approving or disapproving the proposed
rule change so that it has sufficient time
to consider the proposed rule change, as
modified by Amendment No. 1.
Accordingly, the Commission, pursuant
to Section 19(b)(2) of the Act,10
designates August 1, 2021, as the date
by which the Commission shall either
approve or disapprove or the proposed
rule change (File Number SR–CBOE–
2020–106), as modified by Amendment
No. 1.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.11
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–11607 Filed 6–2–21; 8:45 am]
BILLING CODE 8011–01–P
khammond on DSKJM1Z7X2PROD with NOTICES
5 See
Securities Exchange Act Release No. 90926,
86 FR 6710 (January 22, 2021). The Commission
designated March 4, 2021, as the date by which the
Commission shall approve or disapprove, or
institute proceedings to determine whether to
disapprove, the proposed rule change.
6 15 U.S.C. 78s(b)(2)(B).
7 See Securities Exchange Act Release No. 91257,
86 FR 13769 (March 10, 2021).
8 15 U.S.C. 78s(b)(2).
9 See supra note 3.
10 15 U.S.C. 78s(b)(2).
11 17 CFR 200.30–3(a)(57).
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SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–92055; File No. SR–LTSE–
2021–03]
Self-Regulatory Organizations; LongTerm Stock Exchange; Notice of Filing
and Immediate Effectiveness of
Proposed Rule Change Relating to a
Temporary Reduction in the Initial
Listing Fee
May 27, 2021.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on May 18,
2021, Long-Term Stock Exchange
(‘‘LTSE’’ or the ‘‘Exchange’’) filed with
the Securities and Exchange
Commission (the ‘‘Commission’’) the
proposed rule change as described in
Items I and II, below, which Items have
been prepared by the Exchange. The
Commission is publishing this notice to
solicit comments on the proposed rule
change from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
LTSE proposes a rule change to
temporarily reduce by half the schedule
of Initial Listing Fees for issuers’
Primary Equity Securities on LTSE in
light of the competitive market for
listings and the ongoing disruptions
caused by the global COVID–19
pandemic.3 The Initial Listing fees
would revert to their prior levels
beginning on January 1, 2022.
The text of the proposed rule change
is available at the Exchange’s website at
https://longtermstockexchange.com/, at
the principal office of the Exchange, and
at the Commission’s Public Reference
Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
self-regulatory organization included
statements concerning the purpose of
and basis for the proposed rule change
and discussed any comments it received
on the proposed rule change. The text
of these statements may be examined at
the places specified in Item IV below.
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 The Exchange originally filed to establish a fee
schedule of listing fees for issuers of primary equity
securities on January 22, 2020 (SR–LTSE–2020–02).
On January 30, 2020, SR–LTSE–2020–02 was
withdrawn and replaced by SR–LTSE–2020–03. See
Securities Exchange Act Release No. 88133
(February 6, 2020), 85 FR 8048 (February 12, 2020).
2 17
PO 00000
Frm 00082
Fmt 4703
Sfmt 4703
The self-regulatory organization has
prepared summaries, set forth in
Sections A, B, and C below, of the most
significant aspects of such statements.
A. Self-Regulatory Organization’s
Statement on the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The Exchange is filing this proposed
rule change to amend Rule 14.601 to
temporarily reduce by half the schedule
of Initial Listing Fees for issuers’
Primary Equity Securities on LTSE in
light of the competitive market for
listings and the ongoing disruptions
caused by the global COVID–19
pandemic.4 The Initial Listing fees
would revert to their prior levels
beginning on January 1, 2022.
1. Initial Listing Fee
The Initial Listing Fee in LTSE Rule
14.601(a)(1) is determined based on the
market capitalization of the Company
when it lists on the Exchange.5
The amount of such fee is set forth in
the fee table LTSE Rule 14.601(a)(3).
The Initial Listing Fee is prorated based
on the number of trading days in the
year remaining at the time of a
Company’s initial listing.6 The proposed
rule change would reduce the Initial
Listing Fee in each listing tier for the
remainder of 2021 by 50% while also
retaining the proration calculation as set
forth in the Rule.7 Thus, for example, a
Company with market capitalization up
to $1 billion listing on LTSE on May 31,
2021, would have an Initial Listing Fee
of $44,642.50 ($75,000 × 150/252).8
Prior to the proposed rule change, the
Initial Listing Fee would have been
$89,285.00 ($150,000 × 150/252).
Beginning January 1, 2022, the Initial
Listing Fees and Annual Listing Fees
would revert to the levels as originally
adopted in Rule 14.601.9
The Exchange believes that it is
appropriate to temporarily reduce the
listing fees amount by half for the
remainder of 2021. The market for
listings is highly competitive and the
Exchange believes that a temporary
4 ‘‘Primary Equity Security’’ means a Company’s
first class of Common Stock, Ordinary Shares,
Shares or Certificates of Beneficial Interest of Trust,
Limited Partnership Interests or American
Depositary Receipts (‘‘ADRs’’) or Shares (‘‘ADSs’’).
See Rule 14.002(a)(24).
5 See supra note 3.
6 See LTSE Rule 14.601(a)(1)(iv).
7 The Annual Listing Fee, which would be
assessed for calendar year 2022 for a Company
listing on LTSE in 2021, is not affected by the
proposed rule change.
8 May 31, 2021 is the 150th trading day out of a
total of 252 trading days in calendar year 2021.
9 See supra note 3.
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Federal Register / Vol. 86, No. 105 / Thursday, June 3, 2021 / Notices
reduction in fees is appropriate at this
time as the Exchange is attracting new
listings. The Exchange does not believe
that the proposed temporary reduction
in its Initial Listing Fees will have any
adverse impact on the amount of funds
available for its regulatory program.
khammond on DSKJM1Z7X2PROD with NOTICES
2. Statutory Basis
The Exchange believes the proposed
rule change is consistent with the
requirements of Section 6(b) of the
Act 10 in general, and furthers the
objectives of Section 6(b)(4) of the Act 11
in particular, because it provides for the
equitable allocation of reasonable dues,
fees, and other charges among its
members, issuers, and other persons
using its facilities. The Exchange also
believes that the proposed rule change
is consistent with the requirements of
Section 6(b)(5) of the Act 12 because it is
designed to promote just and equitable
principles of trade, to foster cooperation
and coordination with persons engaged
in regulating, clearing, settling,
processing information with respect to,
and facilitating transactions in
securities, to remove impediments to
and perfect the mechanism of a free and
open market and a national market
system, and, in general to protect
investors and the public interest and is
not designed to permit unfair
discrimination between customers,
issuers, brokers and dealers.
The Exchange believes that the
temporary reduction for the remainder
of 2021 of the Initial Listing Fee is
reasonable in view of the highly
competitive market for listings and the
disruptions faced by Companies as a
result of the global COVID–19
pandemic. The benefits to a Company,
its shareholders and stakeholders from
pursuing long-term value creation were
discussed extensively in the background
and rationale for LTSE’s Long-Term
Policies.13 While LTSE believes that the
current environment reinforces the
importance for a Company to
demonstrate its commitment to longtermism and the Long-Term Policies set
forth in Rule 14.425, the Exchange also
believes that a temporary reduction in
fees is appropriate in the current
economic environment. The proposed
rule change applies the reduction in fees
equitably in that all price tiers are
reduced by 50% and the reduced Initial
Listing Fee is available to all Companies
10 15
U.S.C. 78f(b).
U.S.C. 78f(b)(4).
12 15 U.S.C. 78f(b)(5).
13 See Securities Exchange Act Release No. 86327
(July 8, 2019), 84 FR 33293 (July 12, 2019).
11 15
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17:23 Jun 02, 2021
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that elect to list on LTSE in calendar
year 2021.
Additionally, the Exchange operates
in a highly competitive market for the
listing of Primary Equity Securities. The
Commission has repeatedly expressed
its preference for competition over
regulatory intervention in determining
prices, products, and services in the
securities markets. A temporary
reduction in price contributes to the
competitive marketplace. The Exchange
believes therefore that the proposed rule
change supports an open market and the
national market system, and is
consistent with the public interest.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
LTSE does not believe that the
proposed rule change will result in any
burden on competition that is not
necessary or appropriate in furtherance
of the purposes of the Act. The
proposed rule change would establish a
temporary reduction in the schedule of
Initial Listing Fees.
The market for listing services is
highly competitive. Each listing
exchange has a different fee schedule
that applies to issuers seeking to list
securities on its exchange. Issuers have
the option to list their securities on
these alternative venues based on the
fees charged and the value provided by
each listing. Because issuers have a
choice to list their securities on a
different national securities exchange,
the Exchange does not believe that the
proposed rule change imposes a burden
on competition.
Intramarket Competition. The
proposed rule change would establish a
temporarily-reduced Initial Listing Fee
that will be charged to all Companies
listing on LTSE on the same basis. The
Exchange does not believe that the
proposed, temporary fees will have any
meaningful effect on the competition
among issuers listed on the Exchange.
Intermarket Competition. The
Exchange operates in a highly
competitive market in which issuers can
readily choose to list securities on other
exchanges and transfer listings to other
exchanges if they deem fee levels at
those other venues to be more favorable.
Consequently, the Exchange does not
believe the proposed rule change will
impose any burden on intermarket
competition in a manner that is not
necessary or appropriate in furtherance
of the purposes of the Act. The
Exchange also notes that other listing
venues adjust their fees from time to
time.14
14 See, e.g., Securities Exchange Act Release No.
90519 (November 25, 2020), 85 FR 77324
PO 00000
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29819
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
Written comments were neither
solicited nor received.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
The foregoing rule change has become
effective pursuant to Section
19(b)(3)(A) 15 of the Act and paragraph
(f) of Rule 19b–4 16 thereunder. At any
time within 60 days of the filing of such
proposed rule change, the Commission
summarily may temporarily suspend
such rule change if it appears to the
Commission that such action is
necessary or appropriate in the public
interest, for the protection of investors,
or otherwise in furtherance of the
purposes of the Act. If the Commission
takes such action, the Commission shall
institute proceedings to determine
whether the proposed rule change
should be approved or disapproved.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views, and
arguments concerning the foregoing,
including whether the proposed rule
change is consistent with the Act.
Comments may be submitted by any of
the following methods:
Electronic Comments
• Use the Commission’s internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File No. SR–
LTSE–2021–03 on the subject line.
Paper Comments
• Send paper comments in triplicate
to Secretary, Securities and Exchange
Commission, 100 F Street NE,
Washington, DC 20549–1090.
All submissions should refer to File No.
SR–LTSE–2021–03. This file number
should be included on the subject line
if email is used. To help the
Commission process and review your
comments more efficiently, please use
only one method. The Commission will
post all comments on the Commission’s
internet website (https://www.sec.gov/
rules/sro.shtml). Copies of the
submission, all subsequent
amendments, all written statements
with respect to the proposed rule
(December 1, 2020) (Nasdaq’s Notice of Filing and
Immediate Effectiveness of Proposed Rule Change
To Modify Certain Annual Listing Fees).
15 15 U.S.C. 78s(b)(3)(A).
16 17 CFR 240.19b–4(f)(2).
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29820
Federal Register / Vol. 86, No. 105 / Thursday, June 3, 2021 / Notices
change that are filed with the
Commission, and all written
communications relating to the
proposed rule change between the
Commission and any person, other than
those that may be withheld from the
public in accordance with the
provisions of 5 U.S.C. 552, will be
available for website viewing and
printing in the Commission’s Public
Reference Room, 100 F Street NE,
Washington, DC 20549, on official
business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of the
filing also will be available for
inspection and copying at the principal
office of the Exchange. All comments
received will be posted without change.
Persons submitting comments are
cautioned that we do not redact or edit
personal identifying information from
comment submissions. You should
submit only information that you wish
to make available publicly. All
submissions should refer to File No.
SR–LTSE–2021–03, and should be
submitted on or before June 24, 2021.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.17
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–11612 Filed 6–2–21; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–92057; File No. SR–CBOE–
2021–034]
Self-Regulatory Organizations; Cboe
Exchange, Inc.; Notice of Filing and
Immediate Effectiveness of a Proposed
Rule Change To Amend Rule 3.54 and
Rule 3.10
khammond on DSKJM1Z7X2PROD with NOTICES
May 27, 2021.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (the
‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on May 20,
2021, Cboe Exchange, Inc. (the
‘‘Exchange’’ or ‘‘Cboe Options’’) filed
with the Securities and Exchange
Commission (the ‘‘Commission’’) the
proposed rule change as described in
Items I and II below, which Items have
been prepared by the Exchange. The
Exchange filed the proposal as a ‘‘noncontroversial’’ proposed rule change
pursuant to Section 19(b)(3)(A)(iii) of
the Act 3 and Rule 19b–4(f)(6)
17 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
3 15 U.S.C. 78s(b)(3)(A)(iii).
1 15
VerDate Sep<11>2014
17:23 Jun 02, 2021
thereunder.4 The Commission is
publishing this notice to solicit
comments on the proposed rule change
from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
Cboe Exchange, Inc. (the ‘‘Exchange’’
or ‘‘Cboe Options’’) proposes to amend
Rule 3.54 and Rule 3.10. The text of the
proposed rule change is provided in
Exhibit 5.
The text of the proposed rule change
is also available on the Exchange’s
website (https://www.cboe.com/
AboutCBOE/CBOELegalRegulatory
Home.aspx), at the Exchange’s Office of
the Secretary, and at the Commission’s
Public Reference Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
Exchange included statements
concerning the purpose of and basis for
the proposed rule change and discussed
any comments it received on the
proposed rule change. The text of these
statements may be examined at the
places specified in Item IV below. The
Exchange has prepared summaries, set
forth in sections A, B, and C below, of
the most significant aspects of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The Exchange proposes to amend
Rule 3.54 in connection with a
Designated Primary Market-Maker
(‘‘DPM’’) Designee.
Pursuant to Rule 3.54(a), a DPM may
act as a DPM solely through its DPM
Designees. A ‘‘DPM Designee’’ is an
individual who is approved by the
Exchange to represent a DPM in its
capacity as a DPM. An individual must
satisfy various requirements, which are
included in Rule 3.54(b), in order to be
a DPM Designee of a DPM. Specifically,
current Rule 3.54(b)(2) provides that, as
one of the requirements, the individual
must be a Responsible Person of the
DPM. Additionally, pursuant to current
Rule 3.9(a), each Trading Permit Holder
(‘‘TPH’’) organization that is the holder
of a Trading Permit that provides
electronic access to the Exchange must
designate at least one individual as the
Responsible Person for that TPH
organization. The Exchange notes that
4 17
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PO 00000
CFR 240.19b–4(f)(6).
Frm 00084
Fmt 4703
Sfmt 4703
Off-Floor DPMs, which is a DPM
authorized to function remotely away
from the Exchange’s trading floor,5 must
hold Trading Permits that provide
electronic access to the Exchange. Rule
3.9(a) provides that a Responsible
Person must represent the TPH
organization with respect to a TPH
organization’s electronic Trading
Permit(s) in all matters relating to the
Exchange, and must be a U.S.-based
officer, director or management-level
employee of the TPH organization, who
is responsible for the direct supervision
and control of Associated Persons of
that TPH organization. Rule 3.9(b)
provides that each TPH organization
must designate an individual nominee
to represent the organization with
respect to each Floor Broker Trading
Permit or Market-Maker Floor Trading
Permit in all matters relating to the
Exchange. Thus, an On-Floor DPM,
which operates on the Exchange’s
trading floor,6 is required to have a
nominee for its Market-Maker Floor
Trading Permit. Rule 3.9(b) provides,
among other things, that each nominee
of a TPH organization is required to be
registered as a Market-Maker if holding
a Market-Making Trading Permit, have
authorized trading functions, and
perform Exchange-approved trading
functions only on behalf of one TPH
organization. As a result, a nominee is
required to be materially involved in the
daily operation of the Exchange
business activities of the TPH
organization for which the person is a
nominee.
Rule 3.10(a) requires, among other
things, any individual designated to act
as a Responsible Person or nominee
desiring to act in one or more of the
trading functions authorized by the
Rules of the Exchange (‘‘Rules’’, and
individually, ‘‘Rule’’) to submit an
application to the TPH Department in a
form and manner prescribed by the
Exchange. Additionally, Rule 3.10(d)
provides that the TPH Department shall
investigate, among other applicants,
each applicant applying to be a
Responsible Person or nominee (with
the exception of any associated person
applicant that is a current Trading
Permit Holder, Responsible Person or
nominee, any applicant that was a
Trading Permit Holder, Responsible
Person or nominee within 9 months
prior to the date of receipt of that
applicant’s application by the TPH
Department, and any Trading Permit
Holder, Responsible Person, nominee or
associated person applicant that was
5 See Rule 1.1, Definition of ‘‘Designated Primary
Market-Maker and DPM’’.
6 See id.
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]]>Agencies
[Federal Register Volume 86, Number 105 (Thursday, June 3, 2021)]
[Notices]
[Pages 29818-29820]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-11612]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-92055; File No. SR-LTSE-2021-03]
Self-Regulatory Organizations; Long-Term Stock Exchange; Notice
of Filing and Immediate Effectiveness of Proposed Rule Change Relating
to a Temporary Reduction in the Initial Listing Fee
May 27, 2021.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on May 18, 2021, Long-Term Stock Exchange (``LTSE'' or the
``Exchange'') filed with the Securities and Exchange Commission (the
``Commission'') the proposed rule change as described in Items I and
II, below, which Items have been prepared by the Exchange. The
Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
LTSE proposes a rule change to temporarily reduce by half the
schedule of Initial Listing Fees for issuers' Primary Equity Securities
on LTSE in light of the competitive market for listings and the ongoing
disruptions caused by the global COVID-19 pandemic.\3\ The Initial
Listing fees would revert to their prior levels beginning on January 1,
2022.
---------------------------------------------------------------------------
\3\ The Exchange originally filed to establish a fee schedule of
listing fees for issuers of primary equity securities on January 22,
2020 (SR-LTSE-2020-02). On January 30, 2020, SR-LTSE-2020-02 was
withdrawn and replaced by SR-LTSE-2020-03. See Securities Exchange
Act Release No. 88133 (February 6, 2020), 85 FR 8048 (February 12,
2020).
---------------------------------------------------------------------------
The text of the proposed rule change is available at the Exchange's
website at https://longtermstockexchange.com/, at the principal office
of the Exchange, and at the Commission's Public Reference Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the self-regulatory organization
included statements concerning the purpose of and basis for the
proposed rule change and discussed any comments it received on the
proposed rule change. The text of these statements may be examined at
the places specified in Item IV below. The self-regulatory organization
has prepared summaries, set forth in Sections A, B, and C below, of the
most significant aspects of such statements.
A. Self-Regulatory Organization's Statement on the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange is filing this proposed rule change to amend Rule
14.601 to temporarily reduce by half the schedule of Initial Listing
Fees for issuers' Primary Equity Securities on LTSE in light of the
competitive market for listings and the ongoing disruptions caused by
the global COVID-19 pandemic.\4\ The Initial Listing fees would revert
to their prior levels beginning on January 1, 2022.
---------------------------------------------------------------------------
\4\ ``Primary Equity Security'' means a Company's first class of
Common Stock, Ordinary Shares, Shares or Certificates of Beneficial
Interest of Trust, Limited Partnership Interests or American
Depositary Receipts (``ADRs'') or Shares (``ADSs''). See Rule
14.002(a)(24).
---------------------------------------------------------------------------
1. Initial Listing Fee
The Initial Listing Fee in LTSE Rule 14.601(a)(1) is determined
based on the market capitalization of the Company when it lists on the
Exchange.\5\
---------------------------------------------------------------------------
\5\ See supra note 3.
---------------------------------------------------------------------------
The amount of such fee is set forth in the fee table LTSE Rule
14.601(a)(3). The Initial Listing Fee is prorated based on the number
of trading days in the year remaining at the time of a Company's
initial listing.\6\ The proposed rule change would reduce the Initial
Listing Fee in each listing tier for the remainder of 2021 by 50% while
also retaining the proration calculation as set forth in the Rule.\7\
Thus, for example, a Company with market capitalization up to $1
billion listing on LTSE on May 31, 2021, would have an Initial Listing
Fee of $44,642.50 ($75,000 x 150/252).\8\ Prior to the proposed rule
change, the Initial Listing Fee would have been $89,285.00 ($150,000 x
150/252).
---------------------------------------------------------------------------
\6\ See LTSE Rule 14.601(a)(1)(iv).
\7\ The Annual Listing Fee, which would be assessed for calendar
year 2022 for a Company listing on LTSE in 2021, is not affected by
the proposed rule change.
\8\ May 31, 2021 is the 150th trading day out of a total of 252
trading days in calendar year 2021.
---------------------------------------------------------------------------
Beginning January 1, 2022, the Initial Listing Fees and Annual
Listing Fees would revert to the levels as originally adopted in Rule
14.601.\9\
---------------------------------------------------------------------------
\9\ See supra note 3.
---------------------------------------------------------------------------
The Exchange believes that it is appropriate to temporarily reduce
the listing fees amount by half for the remainder of 2021. The market
for listings is highly competitive and the Exchange believes that a
temporary
[[Page 29819]]
reduction in fees is appropriate at this time as the Exchange is
attracting new listings. The Exchange does not believe that the
proposed temporary reduction in its Initial Listing Fees will have any
adverse impact on the amount of funds available for its regulatory
program.
2. Statutory Basis
The Exchange believes the proposed rule change is consistent with
the requirements of Section 6(b) of the Act \10\ in general, and
furthers the objectives of Section 6(b)(4) of the Act \11\ in
particular, because it provides for the equitable allocation of
reasonable dues, fees, and other charges among its members, issuers,
and other persons using its facilities. The Exchange also believes that
the proposed rule change is consistent with the requirements of Section
6(b)(5) of the Act \12\ because it is designed to promote just and
equitable principles of trade, to foster cooperation and coordination
with persons engaged in regulating, clearing, settling, processing
information with respect to, and facilitating transactions in
securities, to remove impediments to and perfect the mechanism of a
free and open market and a national market system, and, in general to
protect investors and the public interest and is not designed to permit
unfair discrimination between customers, issuers, brokers and dealers.
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\10\ 15 U.S.C. 78f(b).
\11\ 15 U.S.C. 78f(b)(4).
\12\ 15 U.S.C. 78f(b)(5).
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The Exchange believes that the temporary reduction for the
remainder of 2021 of the Initial Listing Fee is reasonable in view of
the highly competitive market for listings and the disruptions faced by
Companies as a result of the global COVID-19 pandemic. The benefits to
a Company, its shareholders and stakeholders from pursuing long-term
value creation were discussed extensively in the background and
rationale for LTSE's Long-Term Policies.\13\ While LTSE believes that
the current environment reinforces the importance for a Company to
demonstrate its commitment to long-termism and the Long-Term Policies
set forth in Rule 14.425, the Exchange also believes that a temporary
reduction in fees is appropriate in the current economic environment.
The proposed rule change applies the reduction in fees equitably in
that all price tiers are reduced by 50% and the reduced Initial Listing
Fee is available to all Companies that elect to list on LTSE in
calendar year 2021.
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\13\ See Securities Exchange Act Release No. 86327 (July 8,
2019), 84 FR 33293 (July 12, 2019).
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Additionally, the Exchange operates in a highly competitive market
for the listing of Primary Equity Securities. The Commission has
repeatedly expressed its preference for competition over regulatory
intervention in determining prices, products, and services in the
securities markets. A temporary reduction in price contributes to the
competitive marketplace. The Exchange believes therefore that the
proposed rule change supports an open market and the national market
system, and is consistent with the public interest.
B. Self-Regulatory Organization's Statement on Burden on Competition
LTSE does not believe that the proposed rule change will result in
any burden on competition that is not necessary or appropriate in
furtherance of the purposes of the Act. The proposed rule change would
establish a temporary reduction in the schedule of Initial Listing
Fees.
The market for listing services is highly competitive. Each listing
exchange has a different fee schedule that applies to issuers seeking
to list securities on its exchange. Issuers have the option to list
their securities on these alternative venues based on the fees charged
and the value provided by each listing. Because issuers have a choice
to list their securities on a different national securities exchange,
the Exchange does not believe that the proposed rule change imposes a
burden on competition.
Intramarket Competition. The proposed rule change would establish a
temporarily-reduced Initial Listing Fee that will be charged to all
Companies listing on LTSE on the same basis. The Exchange does not
believe that the proposed, temporary fees will have any meaningful
effect on the competition among issuers listed on the Exchange.
Intermarket Competition. The Exchange operates in a highly
competitive market in which issuers can readily choose to list
securities on other exchanges and transfer listings to other exchanges
if they deem fee levels at those other venues to be more favorable.
Consequently, the Exchange does not believe the proposed rule change
will impose any burden on intermarket competition in a manner that is
not necessary or appropriate in furtherance of the purposes of the Act.
The Exchange also notes that other listing venues adjust their fees
from time to time.\14\
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\14\ See, e.g., Securities Exchange Act Release No. 90519
(November 25, 2020), 85 FR 77324 (December 1, 2020) (Nasdaq's Notice
of Filing and Immediate Effectiveness of Proposed Rule Change To
Modify Certain Annual Listing Fees).
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C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
Written comments were neither solicited nor received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The foregoing rule change has become effective pursuant to Section
19(b)(3)(A) \15\ of the Act and paragraph (f) of Rule 19b-4 \16\
thereunder. At any time within 60 days of the filing of such proposed
rule change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act. If the Commission
takes such action, the Commission shall institute proceedings to
determine whether the proposed rule change should be approved or
disapproved.
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\15\ 15 U.S.C. 78s(b)(3)(A).
\16\ 17 CFR 240.19b-4(f)(2).
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IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
Send an email to [email protected]. Please include
File No. SR-LTSE-2021-03 on the subject line.
Paper Comments
Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.
All submissions should refer to File No. SR-LTSE-2021-03. This file
number should be included on the subject line if email is used. To help
the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (https://www.sec.gov/rules/sro.shtml).
Copies of the submission, all subsequent amendments, all written
statements with respect to the proposed rule
[[Page 29820]]
change that are filed with the Commission, and all written
communications relating to the proposed rule change between the
Commission and any person, other than those that may be withheld from
the public in accordance with the provisions of 5 U.S.C. 552, will be
available for website viewing and printing in the Commission's Public
Reference Room, 100 F Street NE, Washington, DC 20549, on official
business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of
the filing also will be available for inspection and copying at the
principal office of the Exchange. All comments received will be posted
without change. Persons submitting comments are cautioned that we do
not redact or edit personal identifying information from comment
submissions. You should submit only information that you wish to make
available publicly. All submissions should refer to File No. SR-LTSE-
2021-03, and should be submitted on or before June 24, 2021.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\17\
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\17\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-11612 Filed 6-2-21; 8:45 am]
BILLING CODE 8011-01-P
