Scope - Clearstream

MARKET PRACTICE BOOK - NEW ISSUES
22
2.2.2.
2.2.2.1.
New issues draft documentation flows
The end-to-end operational flows for draft documentation provision are illustrated
below, both for Stand-Alone securities and for issuance under Programme.
For ICMA constituency: please also refer to the ICMA Guidance Note (see Annex 2).
Documentation flow for Stand-Alone securities codes allocation & eligibility
a
a
Issuer
Issuer
Issuer
a
a
a
Lead Manager
a’
Legal L l
Counsel
Initiator Recipient Timing
a’ Legal Counsel
LM/Legal
Counsel
Agent(s)
LM/Agent(s)
a’
At the Issuer’s
discretion
At the Issuer’s
discretion
In the very early
stage of issuance
or before the fixing
of pricing details
(generally on the
Closing Date -5
Business Days) 5
and prior to the
listing request 6 if
any
b
Agent(s)
5 Exceptions to this timing may occur, ex: for short pricing issues.
ICSD SD
d e c
CD/CSP
Actions
• Appoint LM, Legal Counsel to structure and sell
the security
• Agree key terms of the issue (including choice of
form, i.e. CGN or NGN)
• Drafting of the terms in an easily analysable and
comprehensible manner and wherever possible, using
standard terms and formats to allow easy identification
and understanding of all relevant securities features
(see Chapter 1 section 1.1.)
• Appoint Agent(s)
• Draft and review all relevant legal documentation:
the T&C including the minimum requirements
(cf. Stand-Alone Acceptance and Eligibility Checklist in
Annex 5) for ISIN and/or Common Code allocation 7 &
eligibility review, forms (CGN/NGN), Agency Agreement,
Issuer-ICSDs Agreement (for NGNs), …
• Drafting of the terms in an easily analysable and
comprehensible manner and wherever possible, using
standard terms and formats to allow easy identification
and understanding of all relevant securities features
(see Chapter 1 section 1.1.)
6 Please refer to the respective Stock Exchange listing rules for the relevant timing requirements.
7 For debt type instruments, the ISIN request will be sent to the clearing system where the security is deposited
whereas for equity type instruments, the ISIN needs to be requested to the numbering agency of the country of
incorporation of the underlying security/issuer. A recommendation has been endorsed by ISMAG on 18 June 2008
to change the ISO/ANNA numbering rules for securities primarily deposited with the ICSDs to have “XS”-ISINs
regardless of the instrument type.