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MARKET PRACTICE BOOK - ANNEXES 96 Annex 10: ICMSA Recommendation with respect to requirements for Payment Business Days BULLETIN – 090428/11 ICMSA Recommendation with respect to requirements for Payment Business Days Issued by the International Capital Market Services Association www.capmktserv.com The ICMSA has noted some uncertainty as to which financial centres in a transaction are required to be open in order to make payment on the first available Payment Business Day. Further, ICMSA members are frequently requested to confirm which financial centres are required to be open to effect payments 1 in respect of international securities. 2 To assist the market, the ICMSA recommends the following definitions for Payment Business Days for international securities: �� The key criterion for Payment Business Day for instruments in global form should reflect an open business day of the named financial centre for the payment currency, e.g. Tokyo for a Yen payment. Additional named financial centres may need to be included in the definition of a Payment Business Day, e.g., where transactions related to the securities, such as currency swaps occur, or where payments due are linked to underlying securities or collateral. �� Euro payments require the TARGET system to be open. �� Payment Business Day for instruments in definitive form should reflect an open business day of the named financial centre for payment currency plus the place of presentation. With the globalisation of financial institutions, electronic payment systems and other technological developments, the definition of Payment Business Day does not need to state the financial centre being open for the fiscal agent/principal paying agent, trustee or the issuer. 1 Payments: relates to coupon/dividend income and/or redemption proceeds 2 International Securities: instruments primarily issued and deposited in the International Central Securities Depositories (ICSDs), <strong>Clearstream</strong> Banking, Luxembourg and Euroclear Bank S.A./N.V. PO Box 50264 London EC2Y 8WZ | Telephone/Facsimile: + 44 (0)20 7374 2441 | info@capmktserv.com | www.capmktserv.com
Annex 11: ICMSA Recommendation for Record Dates BULLETIN – 091116/13 ICMSA Recommendation for Record Dates Issued by the International Capital Market Services Association www.capmktserv.com Introduction A NNEXES - MARKET PRACTICE BOOK The ICMSA draws attention to an ongoing practice by certain issuers of international instruments 1 in global bearer form to insert a record date in their issuing documentation. Strictly speaking such terms are incompatible with bearer instruments, with ‘record date’ terminology typically referring to registrar’s records for registered securities. Additionally, for issues in global registered form, the ‘15 days prior’ rule to determine the distribution of Entitlement 2 is obsolete in the immobilised ‘book-entry’ market, highlighting a standardisation opportunity for issues both in global bearer and global registered forms. Bearer Instruments The beneficiaries of Entitlements are the holders of such as of the close of business 3 the day prior to the Entitlement date, this day prior being referred to as the “snapshot date” 4 . The ICMSA recommends that issuers of bearer securities no longer include definitions referring to a record date, or create provisions within the governing documentation referring to a Snapshot Date different from Payment Date minus 1 Business Day. Registered Instruments The below recommendations not only aim to align the treatment of record dates in the international market with the DTCC 5 , but provide clarity for trading counterparties of bifurcated structures where the Reg. S tranche is deposited in the ICSDs 6 and the 144A tranche is deposited in DTCC 7 . The ICMSA recommends that all instruments in global registered form with closing dates after 1 st January 2010 word their legal documentation with a record date as at the ‘close of the business day (in the ICSDs) prior to the Entitlement date’. Should provisions exist for the global registered note to be exchanged for 1 Securities primarily issued and deposited with the ICSDs 2 “Entitlement” is defined to include any distribution of cash or securities, being the payment due date, as determined by the terms and conditions, for cash or the settlement date for securities. 3 th st Business days in the ICSDs are weekdays (Monday to Friday, incl.) except December 25 and January 1 . 4 “snapshot date”: the effective cut-off date at which entitled positions are calculated 5 DTCC: The Depository Trust & Clearing Corporation 6 ICSDs: <strong>Clearstream</strong> Banking, Luxembourg and Euroclear Bank S.A./N.V. 7 DTCC Interim Accounting Service enables the DTCC to set a de facto record date as payment date minus one business day. PO Box 50264 London EC2Y 8WZ | Telephone/Facsimile: + 44 (0)20 7374 2441 | info@capmktserv.com | www.capmktserv.com 97
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May 2010 International Securities O
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Updates The main updates of this Ma
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Table of contents MARKET PRACTICE B
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Introduction MARKET PRACTICE BOOK T
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Glossary Agent Arranger Base Prospe
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Issuing Agent (IA) Issuing and Payi
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1. ISMAG Best Practices 1.1. 1.1.1.
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Paperless instructions • DO NOT i
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1.3. Information processing At Issu
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2. New Issues 2.1. 2.2. 2.2.1. 2.2.
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2.2.1.3. N EW ISSUES - MARKET PRACT
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LM b LM b LM e PPA b ICSDs c ICSDs
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c IPA c IPA c ICSDs c IPA c IPA Ini
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c Dealer/ LM d IPA d IPA d ICSDs c
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2.2.3.2. N EW ISSUES - MARKET PRACT
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2.2.3.3.3. Documentation flow for i
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2.3.2. Same day syndicated distribu
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3. Corporate Actions 3.1. Scope C O
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3.2.1.2. 3.2.1.3. Preliminary infor
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3.2.2. 3.2.2.1. C ORPORATE ACTIONS
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3.2.2.3. 3.2.2.3.1. b b’ CD/CSP P
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3.2.2.3.2. Event launch or post lau
Page 45 and 46: 4. Income 4.1. 4.2. 4.2.1. 4.2.1.1.
Page 47 and 48: 4.2.2. Information provision and ti
Page 49 and 50: 4.3. 4.3.1. e f Initiator/Party Rec
Page 51 and 52: 4.4. 4.4.1. Investigations and inqu
Page 53 and 54: Annexes Annex 1: ISMAG - Terms of R
Page 55 and 56: A NNEXES - MARKET PRACTICE BOOK Wor
Page 57 and 58: A NNEXES - MARKET PRACTICE BOOK (c)
Page 59 and 60: Annex 3: EU Prospectus Directive A
Page 61 and 62: A NNEXES - MARKET PRACTICE BOOK Ope
Page 63 and 64: A NNEXES - MARKET PRACTICE BOOK Fis
Page 65 and 66: Global Type Legal restrictions Plac
Page 67 and 68: Stand Alone Acceptance and Eligibil
Page 69 and 70: IPSD (Interest Period Starting Date
Page 71 and 72: Annex 6: Taxonomy/ Asset Servicing
Page 73 and 74: Put Option Event Proceeds Instructi
Page 75 and 76: Exercise of Warrants Proceeds Instr
Page 77 and 78: General Meeting Event Asset Servici
Page 79 and 80: Redemption in Cash or Shares Event
Page 81 and 82: Asset Servicing Checklist B Call Op
Page 83 and 84: Annex 6C: Asset Servicing Checklist
Page 85 and 86: A NNEXES - MARKET PRACTICE BOOK Ass
Page 87 and 88: Prooceeds Proceeds - Main Proceeds
Page 89 and 90: Proceeds Proceeds - Main Proceeds I
Page 91 and 92: Annex 7: Naming Convention recommen
Page 93 and 94: Annex 8: Day Count Conventions reco
Page 95: Annex 9: Units and Nominal recommen
Page 99 and 100: Annex 12: CAJWG - Market Standards
Page 101 and 102: Information flow from (I)CSD partic
Page 103 and 104: Information flow from (I)CSD partic
Page 105 and 106: Mandatory Reorganisations with Opti
Page 107 and 108: A NNEXES - MARKET PRACTICE BOOK 23.
Page 109 and 110: 8 Voluntary Reorganisations Sequenc
Page 111 and 112: A NNEXES - MARKET PRACTICE BOOK 22.
Page 113 and 114: NOTES A NNEXES - MARKET PRACTICE BO
Page 115 and 116: NOTES MARKET PRACTICE BOOK 115
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Scope - Clearstream

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