Debt Capital Markets

An overview of the documents, parties and procedure for issuing notes under a euro medium term note (EMTN) programme.

An overview of the documents, parties and procedure for updating or amending a euro medium term note (EMTN) programme.

An overview of the rules and procedures for listing debt securities in Luxembourg.

This note outlines the key changes to the UK listing regime that took effect on 6 April 2010. The pre-6 April 2010 regime of primary and secondary listings has been replaced with a regime of premium listings and standard listings.

A standard form deed of covenant for use in the establishment of an EMTN programme.

A trust deed for use in the establishment of an EMTN programme.

A timeline showing the stages of issuing and listing a typical drawdown of notes, listed in London, under a euro medium term note (EMTN) programme.

A timeline showing the stages of updating or amending a typical euro medium term note (EMTN) programme, where application is made to list notes issued under the EMTN programme in London.

This tool enables subscribers to search the equity capital markets country Q&A in the PLC Capital Markets multi-jurisdictional guide by question and jurisdiction. Simply select the questions and the jurisdictions that you are interested in and click the "submit" button. Please note that the law stated dates for each jurisdiction covered may not be the same. To check the law stated dates for each jurisdiction, please visit the individual article.

A Q&A guide to capital markets law in Spain. The Q&A gives an overview of main equity and debt markets/exchanges, regulators and legislation, listing requirements, offering structures, advisers, prospectus/offer document, marketing, bookbuilding, underwriting, timetables, stabilisation, tax, continuing obligations and de-listing. To compare answers across multiple jurisdictions visit the Capital Markets Country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to capital markets law. For a full list of jurisdictional Q&As visit www.practicallaw.com/capitalmarkets-mjg.

On 28 February 2012, the Bank of Georgia announced the completion of its migration to a premium listing of shares on the main market of the London Stock Exchange (LSE). The bank's global depositary receipts (GDRs) had been listed on the LSE since 2006 and it was felt a move to a premium share listing would enhance liquidity. It is the latest in a series of Eastern European companies that have stepped up from their existing GDR listing to a premium share listing, thereby opening up the chance to join the FTSE UK indices. For example, miners Evraz and Polymetal both made the switch from GDRs to a premium listing in November 2011. Other companies from the region, and beyond, are known to be considering the benefits of following the same path. Issuers in Eastern Europe and other emerging markets looking to tap the London capital markets have typically done so through the issuance and listing of GDRs. This article considers why other GDR issuers are also now considering moving to a premium listing.

A Q&A guide to debt capital markets law in Australia. The Q&A gives an overview of main debt markets/exchanges, regulators and legislation, listing requirements, offering structures, advisers, prospectus/offer document, timetables, tax, clearing and settlement, continuing obligations and reform. To compare answers across multiple jurisdictions visit the Debt capital markets country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to capital markets law. For a full list of jurisdictional Q&As visit www.practicallaw.com/capitalmarkets-mjg.

A Q&A guide to debt capital markets law in Brazil. The Q&A gives an overview of main debt markets/exchanges, regulators and legislation, listing requirements, offering structures, advisers, prospectus/offer document, timetables, tax, clearing and settlement, continuing obligations and reform. To compare answers across multiple jurisdictions visit the Debt capital markets country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to capital markets law. For a full list of jurisdictional Q&As visit www.practicallaw.com/capitalmarkets-mjg.

A Q&A guide to debt capital markets law in Hong Kong. The Q&A gives an overview of main debt markets/exchanges, regulators and legislation, listing requirements, offering structures, advisers, prospectus/offer document, timetables, tax, clearing and settlement, continuing obligations and reform. To compare answers across multiple jurisdictions visit the Debt capital markets country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to capital markets law. For a full list of jurisdictional Q&As visit www.practicallaw.com/capitalmarkets-mjg.

A Q&A guide to debt capital markets law in Indonesia. The Q&A gives an overview of main debt markets/exchanges, regulators and legislation, listing requirements, offering structures, advisers, prospectus/offer document, timetables, tax, clearing and settlement, continuing obligations and reform. To compare answers across multiple jurisdictions visit the Debt capital markets country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to capital markets law. For a full list of jurisdictional Q&As visit www.practicallaw.com/capitalmarkets-mjg.

A Q&A guide to debt capital markets law in the Russian Federation. The Q&A gives an overview of main debt markets/exchanges, regulators and legislation, listing requirements, offering structures, advisers, prospectus/offer document, timetables, tax, clearing and settlement, continuing obligations and reform. To compare answers across multiple jurisdictions visit the Debt capital markets country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to capital markets law. For a full list of jurisdictional Q&As visit www.practicallaw.com/capitalmarkets-mjg.

In this article, based on a client briefing, the Capital Markets Group at Clifford Chance look at how traditional high yield bond documentation may (or may not) deal with the possibility of a Eurozone member departing from the currency union.

A Q&A guide to capital markets law in France. The Q&A gives an overview of main equity and debt markets/exchanges, regulators and legislation, listing requirements, offering structures, advisers, prospectus/offer document, marketing, bookbuilding, underwriting, timetables, stabilisation, tax, continuing obligations and de-listing. To compare answers across multiple jurisdictions visit the Capital Markets Country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to capital markets law. For a full list of jurisdictional Q&As visit www.practicallaw.com/capitalmarkets-mjg.

A Q&A guide to equity capital markets law in Belgium. The country-specific Q&A looks at main equity markets/exchanges, regulators and legislation, listing requirements, offering structures, advisers, prospectus/offer document, marketing, bookbuilding, underwriting, timetables, stabilisation, tax, continuing obligations and de-listing. To compare answers across multiple jurisdictions visit the Equity Capital Markets Country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to capital markets law. For a full list of jurisdictional Q&As visit www.practicallaw.com/capitalmarkets-mjg.

A Q&A guide to equity capital markets law in Hong Kong. The Q&A gives an overview of main equity markets/exchanges, regulators and legislation, listing requirements, offering structures, advisers, prospectus/offer document, marketing, bookbuilding, underwriting, timetables, stabilisation, tax, continuing obligations and de-listing. To compare answers across multiple jurisdictions visit the Equity Capital Markets Country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to capital markets law. For a full list of jurisdictional Q&As visit www.practicallaw.com/capitalmarkets-mjg.

A Q&A guide to equity capital markets law in Indonesia. The Q&A gives an overview of main equity markets/exchanges, regulators and legislation, listing requirements, offering structures, advisers, prospectus/offer document, marketing, bookbuilding, underwriting, timetables, stabilisation, tax, continuing obligations and de-listing. To compare answers across multiple jurisdictions visit the Equity Capital Markets Country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to capital markets law. For a full list of jurisdictional Q&As visit www.practicallaw.com/capitalmarkets-mjg.

A Q&A guide to equity capital markets law in the Russian Federation. The Q&A gives an overview of main equity markets/exchanges, regulators and legislation, listing requirements, offering structures, advisers, prospectus/offer document, marketing, bookbuilding, underwriting, timetables, stabilisation, tax, continuing obligations and de-listing. To compare answers across multiple jurisdictions visit the Equity Capital Markets Country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to capital markets law. For a full list of jurisdictional Q&As visit www.practicallaw.com/capitalmarkets-mjg.

Following the global financial crisis, securities' regulators worldwide limited or prohibited short selling, fearing that this would lead to a collapse in securities' prices. However, the measures adopted by regulators in individual jurisdictions were not agreed at international level, with the result that the piecemeal approach taken by individual states has led to a lack of harmonisation in how the rules should be applied in cross-border financial transactions. This article examines the steps taken so far in respect of short selling, and considers the measures now being taken to address harmonising these rules at an international level. For a full list of contents visit www.practicallaw.com/capitalmarkets-mjg.

In this article, based on a client briefing, the Capital Markets Group at Clifford Chance look at how eurobond documentation might (or might not) deal with the possibility of a Eurozone member departing from the currency union.

An article about recent developments relating to the US Foreign Account Tax Compliance Act.

A Q&A guide to capital markets law in Nigeria. The Q&A gives an overview of main equity and debt markets/exchanges, regulators and legislation, listing requirements, offering structures, advisers, prospectus/offer document, marketing, bookbuilding, underwriting, timetables, stabilisation, tax, continuing obligations and de-listing. This Q&A is part of the PLC multi-jurisdictional guide to capital markets law. For a full list of jurisdictional Q&As visit www.practicallaw.com/capitalmarkets-mjg.

A Q&A guide to capital markets law in Singapore. The Q&A gives an overview of main equity and debt markets/exchanges, regulators and legislation, listing requirements, offering structures, advisers, prospectus/offer document, marketing, bookbuilding, underwriting, timetables, stabilisation, tax, continuing obligations and de-listing. This Q&A is part of the PLC multi-jurisdictional guide to capital markets law. For a full list of jurisdictional Q&As visit www.practicallaw.com/capitalmarketshandbook.

This article analyses key issues in recent secondary equity offerings, in particular current underwriting issues, alternative structures, use of secondary issues to fund acquisitions, pre-marketing, other key current issues and European legal changes.  This article is part of the PLC multi-jurisdictional guide to Capital Markets. For a full list of contents visit www.practicallaw.com/capitalmarketshandbook.

This article examines the emergence of contingent convertible instruments as a potential means of boosting financial institutions' Tier 1 ratios in light of the ongoing global overhaul of the rules governing regulatory capital.

Some of the main drivers of recent market practice developments on rights issues have been underwriting practices, institutional investor concerns, disclosure and timetable issues and regulation of short selling. This article examines each of these areas, looks at some of the main market practice points and reviews the status of market reform initiatives.

The covered bond market has been an important source of wholesale funding for many of the UK and Europe's leading retail banks and building societies. However, the turbulence in the global financial markets and, in particular, the knock-on effect of concerns relating to the securitisation market, caused investor demand to contract significantly in 2007 and 2008. However, there has, particularly in the last quarter of 2009, been a recent upsurge in issuance and investor interest in covered bonds. Against this background, this article examines the UK covered bond market, changes to rating agency methodologies, the ECB covered bond purchase scheme and resurgent covered bond issuance in 2009/10. This article is part of the PLC multi-jurisdictional guide to securitisation. For a full list of contents visit www.practicallaw.com/securitisation-mjg.

This Article considers: the types of transactions for which British Virgin Islands SPVs are used, the reasons for using British Virgin Islands SPVs, as well as details regarding organization, ongoing corporate and regulatory requirements, tax considerations and methods of dissolution. This Article forms part of a series that also covers the Cayman Islands, Ireland and Channel Islands (Jersey).

An outline of the rules for exiting US markets and an examination of the extent to which foreign private issuers have taken advantage of them.This article is part of the PLC US Special Report, which was published to mark the launch of PLC's first US services.

This article considers: the types of transactions for which Irish SPVs are used; the reasons for using Irish SPVs; the entities most commonly used for SPVs; listing on the Irish Stock Exchange; and the key features of limited liability companies (the most popular form of Irish SPV) including incorporation, ongoing corporate and regulatory requirements, tax considerations, methods of dissolution and insolvency proceedings.This article forms part of a series, covering Cayman Islands, Ireland, British Virgin Islands and Jersey.

This tool enables subscribers to search the debt capital markets country Q&A in the Capital Markets multi-jurisdictional guide by question and jurisdiction. Simply select the questions and the jurisdictions that you are interested in and click the "submit" button. Please note that the law stated dates for each jurisdiction covered may not be the same. To check the law stated dates for each jurisdiction, please visit the individual article. Please also note this project is currently being updated so the Q&A tool will not include all available jurisdictions in this subject area.

The SEC issued proposed rules to permit general solicitation and general advertising in certain securities offerings.

Commission Delegated Regulation (486/2012/EU) of 30 March 2012 amending the Prospectus Regulation (809/2004/EC) as regards the format and content of the prospectus, the base prospectus, the summary and the final terms and as regards the disclosure requirements has been published in the Official Journal.

The Council of the European Union has adopted the proposed regulation on short selling and certain aspects of credit default swaps.

The European Commission has published legislative proposals to amend the Markets in Financial Instruments Directive (2004/39/EC) and its implementing legislation. The proposals consist of a Directive and a Regulation. Certain aspects of the proposals are of interest to finance lawyers.

An update on the IRS's revision of Notice 2011-53 to include withholdable payments to non-financial foreign entites in the phased implementation schedule for withholding under the Foreign Account Tax Compliance Act (FATCA) enacted as part of the Hiring Incentives to Restore Employment Act of 2010.

An update on the IRS's issuance of additional guidance for foreign financial institutions (FFIs) on implementing the Foreign Account Tax Compliance Act (FATCA) withholding and reporting provisions enacted as part of the Hiring Incentives to Restore Employment Act of 2010 (HIRE Act).

An update on the SEC's request for comments regarding its credit rating standardization study under the Dodd-Frank Act.

A Q&A guide to debt capital markets law in Canada. The Q&A gives an overview of main debt markets/exchanges, regulators and legislation, listing requirements, offering structures, advisers, prospectus/offer document, timetables, tax, clearing and settlement, continuing obligations and reform. To compare answers across multiple jurisdictions visit the Debt capital markets country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to capital markets law. For a full list of jurisdictional Q&As visit www.practicallaw.com/capitalmarkets-mjg.

A Q&A guide to debt capital markets law in Ireland. The Q&A gives an overview of main debt markets/exchanges, regulators and legislation, listing requirements, offering structures, advisers, prospectus/offer document, timetables, tax, clearing and settlement, continuing obligations and reform. To compare answers across multiple jurisdictions visit the Debt capital markets country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to capital markets law. For a full list of jurisdictional Q&As visit www.practicallaw.com/capitalmarkets-mjg.

A Q&A guide to debt capital markets law in Mexico. The Q&A gives an overview of main debt markets/exchanges, regulators and legislation, listing requirements, offering structures, advisers, prospectus/offer document, timetables, tax, clearing and settlement, continuing obligations and reform. To compare answers across multiple jurisdictions visit the Debt capital markets country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to capital markets law. For a full list of jurisdictional Q&As visit www.practicallaw.com/capitalmarkets-mjg.

A Q&A guide to debt capital markets law in Sweden. The Q&A gives an overview of main debt markets/exchanges, regulators and legislation, listing requirements, offering structures, advisers, prospectus/offer document, timetables, tax, clearing and settlement, continuing obligations and reform. To compare answers across multiple jurisdictions visit the Debt capital markets country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to capital markets law. For a full list of jurisdictional Q&As visit www.practicallaw.com/capitalmarkets-mjg.

A Q&A guide to debt capital markets law in UK (England and Wales). The Q&A gives an overview of main debt markets/exchanges, regulators and legislation, listing requirements, offering structures, advisers, prospectus/offer document, timetables, tax, clearing and settlement, continuing obligations and reform. To compare answers across multiple jurisdictions visit the Debt capital markets country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to capital markets law. For a full list of jurisdictional Q&As visit www.practicallaw.com/capitalmarkets-mjg.

A Q&A guide to equity capital markets law in Canada. The Q&A gives an overview of main equity markets/exchanges, regulators and legislation, listing requirements, offering structures, advisers, prospectus/offer document, marketing, bookbuilding, underwriting, timetables, stabilisation, tax, continuing obligations and de-listing. To compare answers across multiple jurisdictions visit the Equity capital markets country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to capital markets law. For a full list of jurisdictional Q&As visit www.practicallaw.com/capitalmarkets-mjg.

A Q&A guide to equity capital markets law in Germany. The Q&A gives an overview of main equity markets/exchanges, regulators and legislation, listing requirements, offering structures, advisers, prospectus/offer document, marketing, bookbuilding, underwriting, timetables, stabilisation, tax, continuing obligations and de-listing. To compare answers across multiple jurisdictions visit the Equity capital markets country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to capital markets law. For a full list of jurisdictional Q&As visit www.practicallaw.com/capitalmarkets-mjg.

A Q&A guide to equity capital markets law in Japan. The Q&A gives an overview of main equity markets/exchanges, regulators and legislation, listing requirements, offering structures, advisers, prospectus/offer document, marketing, bookbuilding, underwriting, timetables, stabilisation, tax, continuing obligations and de-listing. To compare answers across multiple jurisdictions visit the Equity capital markets country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to capital markets law. For a full list of jurisdictional Q&As visit www.practicallaw.com/capitalmarkets-mjg.

A Q&A guide to equity capital markets law in South Africa. The Q&A gives an overview of main equity markets/exchanges, regulators and legislation, listing requirements, offering structures, advisers, prospectus/offer document, marketing, bookbuilding, underwriting, timetables, stabilisation, tax, continuing obligations and de-listing. To compare answers across multiple jurisdictions visit the Equity capital markets country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to capital markets law. For a full list of jurisdictional Q&As visit www.practicallaw.com/capitalmarkets-mjg.

A Q&A guide to equity capital markets law in Switzerland. The Q&A gives an overview of main equity markets/exchanges, regulators and legislation, listing requirements, offering structures, advisers, prospectus/offer document, marketing, bookbuilding, underwriting, timetables, stabilisation, tax, continuing obligations and de-listing. To compare answers across multiple jurisdictions visit the Equity capital markets country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to capital markets law. For a full list of jurisdictional Q&As visit www.practicallaw.com/capitalmarkets-mjg.

A Q&A guide to equity capital markets law in the United States. The Q&A gives an overview of main equity markets/exchanges, regulators and legislation, listing requirements, offering structures, advisers, prospectus/offer document, marketing, bookbuilding, underwriting, timetables, stabilisation, tax, continuing obligations and de-listing. To compare answers across multiple jurisdictions visit the Equity capital markets country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to capital markets law. For a full list of jurisdictional Q&As visit www.practicallaw.com/capitalmarkets-mjg.