Hot Topics in International Debt Capital Markets. Paul Browne Louis-Maël Cogis Jay Lee Enrico Leone Piers Summerfield

Transcription

1 Hot Topics in International Debt Capital Markets Paul Browne Louis-Maël Cogis Jay Lee Enrico Leone Piers Summerfield October 2015

2 Who we are and what we will cover Introduction to the team Things we will cover Jurisdictions: Europe and Asia Themes emerging 1 / B_LIVE_EMEA1: v1

3 PRC regulatory developments Fast pace of regulatory change to be considered in context of internationalisation of RMB Some key developments development of offshore RMB bond market 8 October 2015: Cross-border Interbank Payment System (CIPS) to be launched 14 September 2015: NDRC Notice on Corporate Foreign Debt Issuance 1 June 2014: SAFE Rules on Cross-border Guarantees QFII / RQFII QDII / QDII 2 Free Trade Zones Shanghai / Hong Kong Stock Connect also Bond Connect? Panda bonds 2 / B_LIVE_EMEA1: v1

4 Top 10 payment currencies in the world % of global payments, as of March % 44.64% 40% 30% 20% 22.21% 10% 8.49% 3.07% 2.03% 1.93% 1.88% 1.64% 1.17% 1.04% 0% USD EUR GBP JPY CNY CAD AUD CHF HKD THB Source: SWIFT, Standard Chartered Research Simmons & Simmons LLP Simmons & Simmons is an international legal practice carried on by Simmons & Simmons LLP and its affiliated partnerships and other entities. 3 // B_LIVE_EMEA1: v1

5 Offshore RMB Bond Primary Issuances (RMB billion) Source: BOCHY, Bloomberg Simmons & Simmons LLP Simmons & Simmons is an international legal practice carried on by Simmons & Simmons LLP and its affiliated partnerships and other entities. 4 // B_LIVE_EMEA1: v1

6 It s not a question of if, it s a question of when. IMF Managing Director Lagarde Simmons & Simmons LLP Simmons & Simmons is an international legal practice carried on by Simmons & Simmons LLP and its affiliated partnerships and other entities. 5 // B_LIVE_EMEA1: v1

7 Let s create a golden decade for the UK-China relationship. Hon George Osborne MP, Chancellor of the Exchequer 6 / B_LIVE_EMEA1: v1

8 Asia, China Recent trends and updates Diversification of denomination currencies and issuance markets Currencies Used to be USD dominated market Diversified to RMB, HKD, SGD, Ringit as well as USD Currently a lot of interest in Euro is also seen Issuance markets Used to be Hong Kong centric Currently Singapore market is growing 7 / B_LIVE_EMEA1: v1

9 Asia, China Recent trends and updates Asset repackaging notes Loan repackaging notes Also, equity and funds interest, CBs/EBs, etc. are used as underlying assets Private placements are increasingly popular No offering disclosure document Best practice has not been standardised 8 / B_LIVE_EMEA1: v1

10 Asia, China Recent trends and updates RMB bonds Early days Simple structure was enough due to currency appreciation play Currently More complex structure is needed Early Structures Current Structures Internal credit enhancement External credit enhancement - Direct guarantee (by the onshore mothership parent company) structure was rare - Keepwell & equity interest purchase undertaking (EIPU) 9 / B_LIVE_EMEA1: v1 - Direct guarantee can be used - Keepwell & EIPU + liquidity support + interest reserve account + standby facility - Bank guarantee - Standby letter of credit

11 Luxembourg Recent trends and updates In relation to Debt Capital Markets, a conduit jurisdiction for issuing and listing products A particular focus from, and willingness of the Luxembourg government and public institutions, the Luxembourg Stock Exchange and the Luxembourg regulators to be, one of the Europe s leading hubs for international RMB business Six major Chinese banks have chosen the Grand Duchy of Luxembourg as their EU hub to serve the needs of their Chinese clients doing business in Europe as well as their European clients doing business in China Luxembourg has over 40% market share of Dim Sum bonds in Europe and is the forth-largest Dim Sum bond listing centre worldwide (mainly through EMTN programmes on the EuroMTF market of the Luxembourg Stock Exchange) 10 / B_LIVE_EMEA1: v1

12 Luxembourg Recent trends and updates Asset repackaging notes Mainly structured products repackaging Also funds interests and index are used as underlying assets A renewed appetite from investors for Luxembourg securitisation vehicle (regulated or non regulated), however mainly through private placements The rise of the Luxembourg fiduciary structure Bespoke structure in general 11 / B_LIVE_EMEA1: v1

13 Luxembourg Recent trends and updates Securitisation vehicles (main aspects) Legal framework to set-up multi-compartment structures Eligibility of all asset classes, all investors and all types of instruments to be issued Protection of the investors: subordination provisions, ring-fencing provisions, non-recourse provisions, non-petition clause, etc. Regulation by the CSSF (the Luxembourg regulator) in exceptional cases only (issue to the public on a continuous basis), however now a willingness to use the CSSF supervision as a marketing tool A willingness to brand the Luxembourg securitisation 12 / B_LIVE_EMEA1: v1

14 Luxembourg Recent trends and updates Fiduciary structures (main aspects) A recognisable name: Fiduciary issuing the notes is customarily a bank or other financial institution recognised in the market Appearance of more robust corporate structure and independence from arranger compared with SPVs (even though this may not, in fact, be the case) Certainty of segregation of assets pursuant the Luxembourg Fiduciary Law of 2003 In case of insolvency, the Fiduciary Assets are not part of the Fiduciary s bankruptcy estate available to general creditors 13 / B_LIVE_EMEA1: v1

15 Capital Markets Union Background What has happened so far The Action Plan 14 / B_LIVE_EMEA1: v1

16 Capital Markets Union Start-ups and non-listed companies Venture capital and equity financing Information barriers to SME investment Corporate financing Raising Capital on public markets Access to public markets Equity financing Long term infrastructure and sustainable investments Support infrastructure investment EU financial services rulebook Retail and institutional investment Offer and competition for retail consumers Opportunities for institutional investors and fund managers Leveraging banking capacity to support the wider economy Strengthen local financing networks EU securitisation markets Support bank financing of the wider economy Facilitating cross-border investing Remove national barriers to cross-border investment Improve market infrastructure for crossborder investing Convergence of insolvency proceedings Remove cross-border tax barriers Strengthen supervisory convergence Enhance capacity to preserve financial stability 15 / B_LIVE_EMEA1: v1

17 Capital Markets Union and Debt Capital Markets Prospectus Directive review - ongoing Private Placement initiatives More retail investment in capital markets products Easier and cheaper for SMEs to access capital markets Tension between regulation and aspiration Fundamental difficulty of confirming regimes across 28 jurisdictions (e.g. insolvency) 16 / B_LIVE_EMEA1: v1

18 Some Issues in the UK Impact of regulation has been felt e.g. permanent ban on sale of contingent convertible bonds (CoCos) to retail from 1 October Mini bonds: first defaults, stricter requirements on offering to retail investors Negative interest / negative yield 17 / B_LIVE_EMEA1: v1

19 Themes Emerging Things are changing From developments in China to the ultimate goal of European Capital Markets Union, the role of the international capital markets will continue to develop There are many challenges ahead, and a long way to go 18 / B_LIVE_EMEA1: v1

20 Questions? 19 / B_LIVE_EMEA1: v1

21 Contact Paul Browne, Partner, London T E Paul.Browne@simmons-simmons.com Louis-Maël Cogis, Partner, Luxembourg T E louis-mael.cogis@simmons-simmons.com Jay Lee, Partner, Hong Kong T E jay.lee@simmonssimmons.com Enrico Leone, London T E enrico.leone@simmons-simmons.com Piers Summerfield, Partner, London T E Piers.Summerfield@simmons-simmons.com 20 / B_LIVE_EMEA1: v1

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