Scope - Clearstream
Scope - Clearstream
Scope - Clearstream
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LM<br />
b LM<br />
b LM<br />
e PPA<br />
b ICSDs<br />
c ICSDs<br />
d<br />
LM<br />
b LM<br />
Initiator Recipient Timing<br />
ICSDs<br />
ICSDs<br />
ICSDs<br />
ICSDs<br />
LM<br />
CD/CSP<br />
Agent(s)<br />
ICSDs<br />
In the very early<br />
stage of issuance<br />
and prior to the<br />
listing request if any<br />
At the code<br />
allocation request<br />
or immediately after<br />
the fixing of pricing<br />
details (generally on<br />
the Closing Date -5<br />
Business Days)<br />
On the Closing Date<br />
-1 Business Day<br />
On the Closing Date<br />
-1 Business Day<br />
On acceptance<br />
Within 1 working<br />
day (24 hours) of<br />
receipt 10<br />
On acceptance<br />
On acceptance<br />
On occurrence and<br />
before closing<br />
N EW ISSUES - MARKET PRACTICE BOOK<br />
Actions<br />
• Inform the ICSDs of any non-standard structure of the<br />
security for initial eligibility assessment<br />
(cf. Non-standard/Unusual Structures in Annex 4)<br />
• Provide the draft Prospectus/Offering Circular/<br />
Placement Memorandum 8 of the security including the<br />
minimum requirements (cf. Stand-Alone Acceptance and<br />
Eligibility Checklist in Annex 5) for ISIN and/or Common<br />
Code allocation & eligibility review<br />
• If incomplete (e.g. closing date, maturity date, nominal<br />
amount and currency, issue price, denomination are<br />
missing) also provide the complete term sheet<br />
Additional requirements for NGNs:<br />
• Provide an executed Issuer-ICSD Agreement (also for NSSs)<br />
• Provide a copy of the usual legal opinion on validity<br />
and enforceability of securities, if required 9<br />
• Provide an Effectuation Authorisation (also for NSSs)<br />
• For NGNs & NSSs, provide the CSK election form<br />
• Perform the 2 steps of the acceptance process, i.e.<br />
ISIN and/or Common Code allocation & eligibility<br />
review 11<br />
• Appoint the Common Depository as per Mandate<br />
Allocation Rules (or CSP & CSK) and advise LM<br />
• Advise Common Depository (or CSP & CSK)<br />
• Relay ISIN, Common Code, Common Depository<br />
(or CSP & CSK) information<br />
• Highlight pre-closing security features updates, if any,<br />
together with the last version of the draft document 12<br />
8 Some instruments, such as Warrants, Equity Linked Notes, unlisted/ undocumented notes, do not have a draft<br />
Prospectus. Those instruments, although issued as Stand-Alone securities, are very similar to issuance under<br />
Programme flows described hereafter. In case a draft Prospectus does not exist, codes allocation & eligibility are<br />
performed on a complete draft term sheet.<br />
9<br />
The LM has the possibility to consult the list of jurisdictions already covered by a legal opinion on both Euroclear<br />
and <strong>Clearstream</strong> websites.<br />
10 Dependent on any eligibility issues that may arise that requires further clarification from the LM.<br />
11 Upon specific request by the LM, the first step, i.e. code allocation, could be performed independently of the<br />
eligibility review. However, the eligibility review would still need to take place to complete the acceptance of the<br />
security.<br />
12<br />
For efficiency purposes, the number of draft versions sent should be limited (unless a structure change is taking<br />
place) and focus on the last version of the draft Prospectus to be received in time to ensure eligibility.<br />
23