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Issuing And Listing Bonds Notes

LPC Law Notes > Debt Finance Notes

This is an extract of our Issuing And Listing Bonds document, which we sell as part of our Debt Finance Notes collection written by the top tier of Cambridge And Oxilp And College Of Law students.

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Issuing and Listing BondsIssuing an unlisted eurobond:

1. Mandate letter (appointing lead manager)

2. Due diligence conducted by lead manager

3. Launch - formal announcement of planned issue - confirmation to comanagers.

4. Offering document to assist in marketing (aka "placement moratorium')

5. Signing of subscription agreement and agreement among managers - joint and several basis. i. Pricing the bonds ii. Delivery of auditors' first comfort letter iii. Finalising and issuing offering document iv. Signing agreements 2 Finalising documents: i. Legal opinions ii. Auditors' second comfort letter iii. Trust deed/fiscal agency agreement iv. Paying agency agreement v. Closing certificates 2 Closing - transfer of bonds to managers and funds to the issuer. Need (in addition to docs above): i. Issuer's closing certificate ii. Global bond iii. Cross-receipt letter iv. Payment instructions to common depository Usually, money and bonds change hands simultaneously - payment against delivery. Classic global note structure: lead manager co-Listed eurobond - s.85(2) FSMA:Due diligence driven by compliance with disclosure rules (Prospectus requirements)Specific requirements if listed - listing particulars/prospectus s.85(1) and (2) FSMA.
? Prospectus not needed if to qualified investors
- s.86(7) or fewer than 150 non-qualified investors. Need listing particulars instead s.79 FSMA: lower level of disclosure as bonds sold "wholesale" Enter onto the "Official List" by the UKLA Admission to trading on a regulated market.
? LSE = main market need Prospectus (s.85(2) FSMA)
? PSM: for specialist securities - does not constitute a regulated market.?If listed:

1. UKLA must confirm the prospectus has been approved.

2. Application for listing

3. Application for admission to trading.

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