ICMSA Bulletin 130327/21: Submission of programme documentation

In the context of the implementation timeframe of the Prospectus Directive Review (‘PDII’) and the fast approaching end of the granted grandfathering period on 30 June 2013, Issuers, Arrangers and their appointed Legal Counsel need to be aware of, and factor into the update process, the timeframe required by Stock Exchanges and Competent Authorities, Trustees (where applicable) and Issuing & Paying Agents (‘IPAs’) as well as the ICSDs to review the associated programme updates prior to the first drawdown being able to be issued under any amended documentation.

The ICMSA, representing IPAs, the ICSDs and Stock Exchanges strongly recommend that Issuers and their Legal Counsel now formalize their desired approach so that the necessary draft documentation can be submitted well in front of the end of the grandfathering period.

ICMSA Bulletin: 121112/20: Appointment of IPAs on programmes

The ICMSA recommends the issuer ensures that only one principal IPA is acting for issues primarily deposited with the ICSDs and if required, only one domestic IPA, per domestic market, should be handling local issuances.

The ICMSA seeks to draw attention to a number of problems arising in relation to the appointment of several IPAs for programme based issuances.

FATCA / Repeal of TEFRA Operational Guidelines

Foreign Account Tax Compliance Act (FATCA), Section 502 – Repeal of certain foreign exceptions to registered bond requirements.

Operational guidelines and Frequently Asked Questions for issuance and processing of international debt global note securities deposited with International Central Securities Depositories (ICSDs), issued by issuers subject to U.S. tax law, as from 19 March 2012.

ICMSA Bulletin 111201/19: Conditional Tax Gross-Up Clauses Bulletin

The association would like to highlight that the conditions specified in such carve-outs are not monitored by the paying agents or International Central Securities Depositories (ICSDs), Clearstream Banking and Euroclear SA/NV, when making payments on securities.

The ICMSA has noted during a review of new Eurobond standalone and programme documentation increasing instances of conditional carve-outs to tax gross-up clauses, that is to say instances where the obligation on an issuer to gross-up payments in respect of an obligation to withhold tax is dependent on certain conditions being fulfilled such as e.g. a connection between the bondholder with the State in which the Issuer is resident.

ICMSA Bulletin 111122/18: Bondholder Communications Bulletin

The purpose of this document is to clarify certain misconceptions (particularly with regard to timeliness) around how issuers, through their agents, and trustees communicate with bondholders via Euroclear Bank and Clearstream Banking Luxembourg (the “ICSDs”).

It also identifies an aspect that could be improved. Please note that the scope of this document only covers issues primarily issued through and held directly with one or both of the ICSDs (i.e. normally with XS prefix ISINs).

Mandatory use of EPIM 1 July 2011

ICMSA strongly advise that you start using EPIM before this date in order to enable a smooth transition from your current process.

Following the recent announcement from the ICSDs with respect to the mandatory usage date for EPIM – please be advised of the new phased implementation approach that will be implemented.

Effective July 1st, 2011, the European Pre-Issuance Messaging (EPIM) system will become mandatory for Dealers and Issuing and Paying Agents seeking ISIN and common code assignment for ECP, ECD and London CD instruments.

The usage of EPIM for MTNs remains optional until the next implementation phase, the new date will be determined based on identified enhancements to be implemented and thus will be communicated by the ICSDs in a future announcement.