Debt Capital Markets

A practice note explaining how depositary receipts are structured and listed in London, together with a brief explanation of what American depositary receipts (ADRs) and global depositary receipts (GDRs) are.

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

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

An overview of some of the restrictions that apply to offering and trading transferable securities, and the market practice on offering bonds in the UK. This note was previously called UK selling restrictions: debt securities.

Form of dealer confirmation for use in a non-syndicated (single dealer) drawdown under an EMTN programme.

A procedures memorandum for use in the establishment of an EMTN programme.

A diagram showing the structure of a typical European-style high yield bond transaction. For a comparison with US high yield bonds, see Deal structure: high yield bonds - US model. For more information on high yield bonds, see Practice notes, High yield bonds and Restructuring high yield bonds: UK and US overview.  

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

A timeline showing the stages of a typical bond issue and the timetable for listing the bonds with the United Kingdom Listing Authority (UKLA) and admitting the bonds to trading at the London Stock Exchange.

This article examines the two basic models for covered bonds, together with the benefits of covered bonds for investors and issuing institutions. The prospects for the introduction of US legislation on covered bonds are analysed, along with future developments for Europe, the US and cross market. This article 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 Cayman Islands. 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 Japan. 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 South Africa. 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 Switzerland. 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 United States. 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.

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 Germany. 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 India. 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 Italy. 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 Argentina. The Q&A gives an overview of the 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 capital markets law in Austria. 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 Australia. 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 Brazil. 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 India. 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 Italy. 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.

This chapter provides a brief overview of the principal structuring, legal, tax, regulatory and accounting considerations related to the issuance of hybrid securities. For a full list of contents visit www.practicallaw.com/capitalmarkets-mjg.

This article examines the proactive approach that Swiss regulators have taken in implementing financial sector regulation to ensure the Swiss financial services industry remains resilient in the wake of the global financial crisis, focusing on the Basel III framework. For a full list of contents visit www.practicallaw.com/capitalmarkets-mjg.

This table is part of the Analysis article Hybrid securities: an overview, part of the Capital Marktets multijurisdictional guide. For a full list of jurisdictional Q&As visit www.practicallaw.com/capitalmarkets-mjg.

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/capitalmarketshandbook.

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 IRS and Treasury Department issued final Treasury regulations addressing withholding and information reporting requirements under the Foreign Account Tax Compliance Act (FATCA).

SEC Chairman Mary Schapiro testified before a House Oversight and Government Reform Committee that the SEC will miss a JOBS Act rulemaking deadline.

14 law firms have released a report detailing their consensus on the immediate effect of the Jumpstart Our Business Startups Act of 2012 on SEC rules governing general solicitation and advertising in certain private placements.

The European Parliament has passed a legislative resolution adopting, with amendments, the European Commission's proposal for a regulation on short selling and certain aspects of credit default swaps. (Free access.)

The European Commission presented a proposal for a Directive on a common system of financial transaction tax and amending Directive 2008/7/EC concerning indirect taxes on the raising of capital on 28 September 2011. The update now includes comments from Martin Walker of Deloitte LLP.

An update on the IRS's issuance of guidance providing for the phased implementation of withholding and certain reporting provisions of the Foreign Account Tax Compliance Act (FATCA) enacted as part of the Hiring Incentives to Restore Employment Act of 2010.

ESMA has issued a call for evidence on the request made to it by the European Commission for advice on possible delegated acts in connection with the amended Prospectus Directive.

An update on an upcoming SEC study mandated by the Dodd-Frank Act on whether and the extent to which private rights of action under the antifraud provisions of the Exchange Act should be extended for transnational securities fraud.