ExtraMOT PRO. Borsa Italiana answer to the Italian corporates needs

Transcription

1 ExtraMOT PRO Borsa Italiana answer to the Italian corporates needs

2 ExtraMOT PRO 04/ / /2017 Introduction of the segment for green and social bond 03/ /2015 The launch of the market for the listing of commercial papers, bonds and notes with the aim of helping Italian corporates to take the opportunity and the fiscal benefit of the new regulatory framework 100 listed instruments for more than 5 billions of euro raised. Official presentation of the new website fully dedicated to the market, ExtraMOT PROLinK Italian corporates can distribute fixed income instruments by the ExtraMOT PRO trading platform ExtraMOT PRO is an easy and flexible access to the capital markets for Italian companies that increases the offer for corporates and completes the fixed income offer for investors

3 (MTF with settlement via Montetitoli or Euroclear and EXTRAMOT PRO MOT (Regulated Market) EUROMOT (clearing only for EUR USD bonds) DomesticMOT ExtraMOT Clearstream) (fully cleared) ExtraMOT (clearing only for EUR USD bonds) Borsa Italiana s Fixed Income Markets Structure Italian government bonds Other debt securities settled in Monte Titoli Eurobonds, foreign government/ supranational bonds and ABS settled via Euroclear and Clearstream Eurobonds already listed on other EU regulated markets Branded bonds issued by banks Bonds, commercial papers, abs, project bond and debt notes only for professional investors GREEN AND SOCIAL BONDS SEGMENT

4 Borsa Italiana s proposal for corporates (1) Loan Agreement Private Placement High Yield Public Bond MOT (Prospectus under EU Directive) Prospectus approved by Consob Prospectus approved by a foreign authority and «pass ported» in Italy (with Italian summary ExtraMOT (EU Prospectus Directive not applicable)

5 Borsa Italiana s proposal for corporates (2) on MOT via traditional placement Retail/Institutional Offer to on MOT, distribution on trading platform Institutional on ExtraMOT PRO via traditional placement on ExtraMOT PRO, distribution on trading platform

6 The distribution Main technical characteristics of the service In the phase of "primary" the distribution of the bonds takes place on the MOT through a market segment dedicated and reserved for Public Offering All brokers belonging to ExtraMOT have access to the segment above The issuer shall designate one or more operators participating in the ExtraMOT to collect subscriptions directly through the platform market The offer may take place during a continuous trading phase or by auction On the sell side, only those in charge to collect subscriptions can enter orders. Other intermediaries can not access the sell side On the buy side, brokers can only conclude contracts at the price displayed from the parties in charge The listing procedure, the requirements and the admission document are the same of the admission to trading to the secondary market, so the issuer can take some actions in advanced and the issuance process becomes fully automatized Page 6

7 The distribution Plus ACCESS TO A WIDE NETWORK To enlarge the financial contacts by the designated market operators, that now are arrangers and also dealers of the issuance FUND RAISING DIVERSIFICATION To accelerate the fund raising diversification process with one or more designated market operators EFFICIENCY To automatize the whole issuance process, including the settlement phase because of the integration of ExtraMOT with the Italian and international settlement systems (Monte Titoli/Euroclear & Clearstream) To be compliant with the «Raccomandazione Consob n del » regarding the distribution of financial instruments on trading platform CONTINUITY WITH THE «SECONDARY MARKET» To ensure the fulfillment of requirements for admission to trading before the offering period, granting the maximum continuity between "primary market" and "secondary market Page 7

8 Formal Requirements Distribution&Listing Requirements Reporting Requirements Market - Bonds, commercial papers, notes, project bonds freely negotiable and settled via Monte Titoli or via Euroclear & Clearstream Luxembourg - Annual financial statements (Italian GAAP or IFRS) for the last 2 years (audited the last one) - Publication of a Prospectus or of an Admission Document, in accordance with the Market Rules - In order to be added to the Green and Social Bonds segment, the environmental and/or social nature of the bonds should be certified by an independent third party entity. - Publication of audited financial statements - Disclosure of the rating if a public rating is assigned - Inside information ex MAR (Precise and material Information which, if it were made public, would be likely to have a significant effect on the price of those financial instruments) - Technical information (coupon, interest payment dates, early redemption, sinking schedule) - Specific communication at least once a year regarding the actual use of proceeds to finance environmental and/or social projects for instruments in Green and Social Bonds segment - Only for Professional Investors so as the approach is light in terms of listing and reporting requirements - Possibility to use the platform also to distribute financial instruments - No sponsor or listing partner avoiding indirect costs for the Issuer - Order driven market with the option to have a specialist also bid only to have a secondary market and an official daily price - BCE eligibility

9 The distribution/listing procedure PLANNING APPLICATI ON START OF DISTRIBUTION /OFFERING PERIOD ISSUANCE & ADMISSION TO TRADING ON GOING INFORMATION Definition of features, timeline and how to distribute instruments Corporate and advisors share features and timeline with Borsa, and together defined the issuance timeline Submission of the signed application form to (distribution and/) admission to trading with required docs Review of the completeness of the documentation by Borsa Italiana Whitin 7 working days 2 working days after the closing of the offering period/issue date could be the First trading day If distribution also via market, Borsa publics a notice with the first distribution day up to 7 working days after the initial submission if complete and the company publics the admission document Borsa publics the notice with the first trading day (generally the issue date) on the day after the closing of the distribution/offering period* Continuing obligation and reporting to Borsa and according to Market Abuse Regulation * If traditional placement, only after the publication of admission document and communication of the total issued amount to Borsa by the corporate

10 The application Application form with standardized declarations to be flagged. An example of application for corporate bonds on ExtraMOT PRO

11 DOCUMENT FOR ADMISSION TO DISTRIBUTION/LISTING The admission document (1) Prospectus in accordance with the Prospectus Directive published less than 12 months Admission Document with: 1) Responsability 2) Risk Factors 3) Information on the Issuer (par. 4.1 Annex IX Consob Regulation) 4) Management and governance 5) Principal Shareholders 6) Financial Information or last Financial statements 7) Description of notes 8) Listing Borsa Italiana have the discretionary power for setting the minimum information: the information from 1 to 6 could be omitted if the issuer is a listed company on a Regulated market or MTF - Considering the type of issuer, instrument or transaction, Borsa Italiana can propose different schemes

12 The admission document (2) A description of the secific risk factors should be included in the minimum content of the Admission Document. Indebtness/ Leverage risk Risks due to the grant of guarantees Legal risk Reliance on suppliers/ clients Risks related to the issuer s Industry Risks of insolvent receivables Risks associated with transactions with related parties Currency risks Liquidity risk (if placement to retail investors) Use of proceeds

13 The distribution the features Market ExtraMOT professional segment Distribution period Defined by the issuer and the arranger Settlement Date Defined by the issuer at least two days after the closing period Dealer One or more interemediaries connected to the platform

14 The distribution on Continuos Trading Issue price The issue price could be defined at the end of the offering period Buy side orders market orders limit orders (at issue price) Fill-or-Kill (FOK) Immediate or Cancel (IOC) DAY Distribution type Unique trading phase from 9.00 to Minimum trading lot Often euros, as defined by the issuer in the terms & conditions

15 The distribution on Auction Issue price The issue price could be defined at the end of the offering period Buy side orders Market order Good Till Cancel (GTC) Distribution type Unique auction phase from 9.00 to Minimum trading lot Often euro, as defined by the issuer in the terms & conditions

16 The orders on the book (Continuous Trading) The book looks like this: on the Ask side will be always present the order of the operator in charge with a predetermined price and with maximum amount equal to the amount offered that will shrink as they will conclude contracts. any purchase orders with price other than the bid will be rejected automatically. BID ASK PRICE QUANTITY N. Orders N. Orders QUANTITY PRICE 1 60,000, Intermediaries participating in the market enter orders at best or limit price equal to the offering price that are immediately executed The operator responsible for the collection of subscriptions stays on the books on a continuous basis until the sell out of the offered quantity

17 Order on the Book (Auction) The book looks like this: On the Bid side the book will report all the proposals entered during the period of distribution at the offering price. Orders must be placed with parameter GTC (Good Till Cancel) in order to remain on the book during the entire period of distribution. Any purchase orders with price other than the offering price will be rejected automatically. On the Ask side the distributor will display the total amount, at the offer price, only at the end of the distribution period. The order entry will trigger at the end of the session of the day, the auction mechanism (with possible allotment). BID ASK PRICE QUANTITY Orders N. Orders N QUANTITY PRICE Intermediaries participating in the market enter orders with limit price equal to the offering price. The contracts will be executed only after the insertion of the ask order that will trigger the auction mechanism ,000, ,000, ,000, ,000, ,000, The operator in charge will place the order for sale only at the end of the distribution period by snapping the auction mechanism

18 Listing fees Traditional placement One-off fee at the listing moment; no periodic fee Distribution on trading platform The one-off fee, to be paid at the time of the placement that includes also trading fees during distribution; no periodic fee eur for each financial instrument (FI) 20% discount on the listing fees of bonds included in the basket of the ABS when both ABS and bonds used as collateral are admitted to trading contextually 2,500 eur for the admission of i) up to 5 bonds ii) with day to maturity below one year, iii) admitted in the same calendar year (January to December). Each additional security in excess of 5 with a maturity below 1 year and admitted on the same year will be charged 500 eur Max (4.500 ; % of Raised Outstanding) da Raised outstanding a milions 0, milions 300 milions 0,0050 oltre 300 milions % 0, eur if FI is already listed or admitted on a regulated market or an MTF

19 For more info For more info Fixed Income Markets

20 This presentation contains text, data, graphics, photographs, illustrations, artwork, names, logos, trade marks, service marks and information ( Information ) connected with Borsa Italiana S.p.A. ( Borsa Italiana ). Borsa Italiana attempts to ensure Information is accurate, however Information is provided AS IS and on an AS AVAILABLE basis and may not be accurate or up to date. Information in this presentation may or may not have been prepared by Borsa Italiana but is made available without responsibility on the part of Borsa Italiana. Borsa Italiana does not guarantee the accuracy, timeliness, completeness, performance or fitness for a particular purpose of the presentation or any of the Information. No responsibility is accepted by or on behalf of Borsa Italiana for any errors, omissions, or inaccurate Information in this presentation. The publication of this presentation does not represent solicitation, by Borsa Italiana, of public saving and is not to be considered as a recommendation by Borsa Italiana as to the suitability of the investment, if any, herein described. No action should be taken or omitted to be taken in reliance upon Information in this presentation. We accept no liability for the results of any action taken on the basis of the Information. Borsa Italiana S.p.A Piazza Affari, Milano