ICMSA Publication

24.01.25

ICMSA Bulletin 250107/66: ICMSA Bulletin with respect to publication of the pro forma set of Standard Provisions for Meetings of Holders of Bonds/Notes updated to include enhanced electronic consent wording

Where bondholder meetings take place following a vote entirely through Euroclear Bank SA/NV and Clearstream Banking S.A, the result of a vote on a resolution is often known in advance of the physical or virtual meeting. ICMSA members have sought to introduce a new enhancement to the existing electronic consent wording to allow such a resolution to be passed without needing to hold an actual meeting.

The existing electronic consent wording in the pro forma set of Standard Provisions for Meeting of Holders of Bonds/Notes (most recently updated in Bulletin 22008/60) has been widely adopted in English bond documentation and is typically used to synthetically replicate the effect of a written resolution by allowing bondholders to vote through the clearing systems without needing to sign a written resolution or to provide separate proofs of holding. However, due to the existing wording’s typically higher threshold requirements for a resolution to be passed by way of electronic consent, it has resulted in traditional bondholder meetings being preferred by proposers of resolutions in certain circumstances.

In response, the ICMSA has revised its pro forma set of Standard Provisions of Meetings of holders of Bonds/Notes (the “updated pro forma”) to introduce new and optional enhanced electronic consent wording to eliminate the difference in thresholds between passing resolutions by way of a meeting or by way of electronic consent.

Download updated pro forma set of Standard Provisions

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