Eurobond Listing, Trading & Settlement. Central Securities Clearing System (CSCS) Plc.
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1 Eurobond Listing, Trading & Settlement Central Securities Clearing System (CSCS) Plc. February 2017
2 Outline Listing o Offshore Capital Raising with Domestic (local) listing Trading & Settlement Scenarios o o Cross-Border Trading & Settlement Regular Trading & Settlement Cash Settlement & Corporate Action
3 Parties Involved Issuer (DMO) Issuer Agents Transfer agent (CSCS) Settlement Bank/Paying agent The Nigerian Stock Exchange (NSE) Depository, Clearing & Settlement System (CSCS) s (Foreign & Domestic) Dealing members (Broker) Trustees 3
4 Offshore Capital Raising with Domestic (Local) Secondary listing OFFSHORE MARKET DOMESTIC MARKET Issuer Agent Transfer Agent 1 Issuer (DMO) Primary Listing (100%) 2 Primary Listing Offshore Exchange Issuer Agent Transfer Agent (CSCS) 1 Issuer (DMO) Secondary Listing (0%) 2 NSE (Exchange) 3 Secondary Listing Lodgment (100%) 4 ICSD 3 ISIN/Symbol MoU Record update 4 CSCS (CSD) ISIN/Symbol 4
5 Offshore Capital Raising with Domestic (Local) Secondary listing Activity Description (Domestic Market) 1 Issuer (DMO) appoints Transfer Agent (CSCS) to manage records of bondholders 2 Issuer approaches the NSE for the Secondary listing in accordance with the Exchange s listing requirements 3 The NSE request for Symbol/ISIN codes from CSCS for setup The NSE sets up the currency on the trading platform/board to accommodate trading on foreign denominated bonds 4 CSCS provides Depository/sub-registry services and CSCS sets up her application for clearing and settlement of transactions 5
6 Trading & Settlement Scenarios: Cross Border Trades Seller (Offshore) & Buyer (Domestic) Seller (Domestic) & Buyer (Offshore) Regular Trades (already existing) Seller (Domestic) & Buyer (Domestic) 6
7 Bondholder (Seller) Sell order Broker/ 5 Offshore Exchange 6 ICSD/ Transfer Agent 7 Payment System Seller (Offshore) & Buyer (Domestic) OFFSHORE MARKET 4 Buy order Foreign 8a Unit Withdrawn 8b Migration request to Domestic market (NSE) Buy order Buy order MoU SWIFT DOMESTIC MARKET Buyer 1 Broker 2 local CSCS Investor Sends migration Notification lodgment 7
8 8 No Description 1 Buyer instructs Domestic Broker (DB) to buy Eurobond Offshore (Buyer may liaise directly with offshore custodian if relationship exist) 2 DB notifies Domestic (DC) of her client s Buy order (Offshore) 3 DC instructs Foreign (FC) to execute her client s Buy order 4 FC appoints a Broker (offshore) to Buy clients order at the offshore Exchange 5 Offshore Broker executes trade at the offshore Exchange 6 Exchange transmits trades to ICSD Seller (Offshore) & Buyer (Domestic) 7 ICSD clears and settles transactions and instruct payment system for cash settlement (DVP) 8 Upon confirmation of settlement: (a&b) FC notifies ICSD & DC of Client s (Buyer) order for migration to Domestic market (c) DC notifies CSCS of the creation of units in buyers account 9 ICSD withdraws holdings (unit) from Buyer s account (killing) and Transmit Buyer s holdings to CSCS via SWIFT/any approved communication platform 10 Upon confirmation from ICSD, CSCS credits Buyer s account with Bonds (lodgment)
9 Seller (Domestic) & Buyer (Offshore) Bondholder (Seller) DOMESTIC MARKET OFFSHORE MARKET Buyer Sell order 7 Broker/ 5 NSE 6 CSCS CBN/ Settlement Bank 4 Buy order Domestic 8a Unit Withdrawn Migration request to Offshore market 9 8b Buy order SWIFT Buy order 3 lodgment 1 Broker/ 2 Foreign 8c ICSD Sends migration Notification 9
10 No Description 1 Buyer instructs Foreign Broker (FB) to buy bond in Domestic market (Buyer may liaise directly with Foreign (FC) depending on the existing market structure) 2 Otherwise, FB notifies FC of her client s Buy order in Domestic market 3 FC instructs Domestic (DC) to execute her client s Buy order 4 DC appoints a Broker (Domestic) to Buy clients order at the NSE 5 Broker executes trade on the NSE 6 The NSE transmits trades to CSCS Seller (Domestic) & Buyer (Offshore) 7 CSCS clears and settles transactions and instruct payment system for cash settlement (DVP) 8 Upon confirmation of settlement: (a&b): DC notifies CSCS & FC of Client s (Buyer) order for migration to Offshore market (ICSD) (c): FC notifies ICSD of the creation of units in buyers account at offshore market 9 CSCS withdraws holdings (unit) from Buyer s account (killing) and Transmit Buyer s holdings to ICSD via SWIFT/any approved communication platform Upon confirmation from CSCS, ICSD credits Buyer s account with Bonds (lodgment) 10
11 Seller (Domestic) & Buyer (Domestic) Investor (Sell) Sell Order (Bond is Debited/Cash is Credited Broker / NSE Broker/ Buy Order (Bond is Credited/Cash is Debited Investor (Buy) CSCS Global Register (Direct Cash Settlement) CBN/ Settlement Banks Cash: CR/DR (Domiciliary Account (NGN) 11
12 Cash Settlement & Coupon Payment Note: 1. Trading & settlement is in currency of Issuance 2. Dealing members/investors will be required to open a Domiciliary account (USD) with their Settlement Banks 3. Domiciliary account must be opened with the existing Settlement Bank 4. Clearing and settlement of cash will only be effected on Domiciliary account 5. Issuer appointed agents (Domestic & Offshore) will be responsible for payment of coupon & redemption when due 12
13 For enquiries on Secondary Market Trading, please contact: 1. NSE Secondary Market Team Tel: For enquiries on Depository, Clearing, Settlement & Migration, please contact: 1. Dr. Joseph Mekiliuwa Tel: Oluwaseun Agbejimi Tel:
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