Listing Dim Sum bonds in Luxembourg

Transcription

1 Listig Dim Sum bods i Luxembourg

2 Listig Dim Sum bods i Luxembourg About Dim Sum bods...3 Joiig the offshore RMB market...4 Why choose Luxembourg for Dim Sum bods?...5 Luxembourg Stock Exchage cotacts...9 Clifford Chace: Leadig advisers o Dim Sum bods...10 Clifford Chace: How ca we help?

3 About Dim Sum bods Dim Sum bods (also called offshore RMB bods or CNH bods) are bods deomiated i remibi (RMB) ad which represet a growig portio of Chia s total local-currecy debt. Before 2010, oly Chiese ad Hog Kog baks were allowed to issue Dim Sum bods. Today, as a result of the iteratioalisatio of the RMB, the Dim Sum bod market is flourishig worldwide ad the Luxembourg Stock Exchage is a leadig exchage for the listig of these istrumets. The first Dim Sum bod was issued by Chia Developmet Bak i July 2007 The CNY ad CNH markets These terms are used to distiguish RMB circulatig iside ad outside Chia. The distiguishig features of CNY ad CNH deomiated bods are as follows: How are they traded? CNY bods Oshore CNH bods Offshore How are they settled? Geographic coverage I US dollars based o oshore RMB rates Used for trasactios takig place i Chia I RMB (with optioal fallback to USD or other currecy based o offshore RMB exchage rates) Used for cross-border trasactios with mailad Chia The growth of Dim Sum bods O 23 May 2011 Volkswage was the first foreig, automotive compay to list a Dim Sum bod i Luxembourg July: Baks i the People s Republic of Chia allowed for the first time to issue RMB (Dim Sum) bods uder a aual quota system May: The Luxembourg Stock Exchage is the first Europea exchage to list a Dim Sum bod July: Issuers of Dim Sum bods expaded to iclude Chiese ad foreig compaies July: 40 Dim Sum bods listed o the Luxembourg Stock Exchage with a total value of aroud RMB 24 billio RMB-deomiated fuds I additio to 40 Dim Sum bods, 4 share classes of 3 UCITs (Udertakigs for Collective Ivestmet) deomiated i RMB* are curretly listed o the Luxembourg Stock Exchage. * Situatio as of 31 August

4 Joiig the offshore RMB market A flourishig market As the world s most popular destiatio for iward ivestmet, Chia wats to iteratioalise its currecy to attract eve more foreig ivestors. The amout of RMB deposits has icreased sigificatly sice 2006, especially i Hog Kog, the regio s most importat offshore fiacial cetre. Today, Luxembourg is Europe s leadig offshore fiacial cetre for RMB, with the Luxembourg Stock Exchage listig two thirds of Dim Sum bods curretly listed o Europea exchages. RMB 220 billio assets uder maagemet i the ivestmet fud idustry I Luxembourg RMB deposits (b) i Hog Kog May 06 May 07 May 08 May 09 May 10 May 11 May 12 Beefits of Dim Sum bods For issuers Diversified ad competitive source of fiacig Lower trasactio costs for compaies which export to or import from Chia Icrease margis by reducig forex trasactio costs For ivestors Portfolio diversificatio Potetial appreciatio of the RMB agaist the USD Beefit from Chiese capital market growth 4

5 Why choose Luxembourg for Dim Sum bods? The Eurozoe s RMB cetre Dim Sum issuers recogise Luxembourg s positio as a leadig iteratioal fiacial cetre. Some of the advatages of the Grad-Duchy of Luxembourg iclude: Fiacial, political ad social stability Oe of the world s safest busiess eviromets Europe s leadig locatio for captive reisurace ad ivestmet fuds Idustrial ad Commercial Bak of Chia, Bak of Chia ad Chia Costructio Bak have chose Luxembourg as their Europea hub Largest private bakig cetre of the Eurozoe The mai recipiet of Chiese foreig direct ivestmet flows to Europe. Strog ties betwee Chia ad Luxembourg Bak of Chia establishes its Luxembourg brach ICBC s Luxembourg brach becomes the headquarters of its Europea braches 40th Aiversary of diplomatic relatios betwee Chia ad Luxembourg Idustrial ad Commercial Bak of Chia (ICBC) establishes its Europea brach i Luxembourg Chia Costructio Bak opes a subsidiary i Luxembourg Luxembourg at a glace Log ad trust-based relatioship with Chia ad strog ecoomic ties Three of Chia s largest baks (ICBC, Bak of Chia ad Chia Costructio Bak) have chose Luxembourg as their Europea hub A strog regulatory eviromet supervised by CSSF (Commissio de Surveillace de Secteur Fiacier) Availability of fully-fledged clearig ad settlemet services through Clearstream s local presece Strog legal, auditig ad advisory competace 5

6 A Europea leader for Dim Sum bods The Luxembourg Stock Exchage (or Bourse de Luxembourg) is a worldwide leader for listig. It is also raked umber 1 i Europe for Dim Sum bod listig. Resolutely iteratioal i its operatios, it serves a large variety of issuers, icludig may from Asia. The Luxembourg Stock Exchage: the leadig Europea Stock Exchage for Dim Sum bod listig Today, thaks to its strog ecoomic ties with Chia ad its log experiece i listig iteratioal securities, the Luxembourg Stock Exchage is established as the stock exchage of choice i the Europea markets for Dim Sum bod listigs. Listigs of RMB deomiated bods per Europea exchage* From 2010 to 2013 Luxembourg Stock Exchage Lodo Stock Exchage Irish Stock Exchage Euroext-Paris-Amsterdam A iteratioal leader for listig The Luxembourg Stock Exchage has 50 years experiece i the listig of pioeerig issues ad is today the world s leadig exchage for iteratioal securities. It has 42,000 quotatio lies of securities i 54 currecies from more tha 3,000 issuers i more tha 100 coutries. Well-kow i the iteratioal debt securities market, the Luxembourg Stock Exchage lists 40% of all iteratioal bods listed i Europe. Listigs of RMB-deomiated bods per exchage (global)* Hog Kog Stock Exchage Sigapore Stock Exchage Luxembourg Stock Exchage Other exchages Lodo Stock Exchage * Data Source: Bloomberg; as at 31 August

7 A choice of two markets The Luxembourg Stock Exchage offers listig opportuities via two markets: the Bourse de Luxembourg market MiFID regulated market the Euro MTF market Exchage regulated market The Luxembourg Stock Exchage was the first Europea exchage to list a: Key commo features of the two markets Both markets are ope to eligible executio for EU UCITS Directive* No discrimiatio i market access as required by MiFID Directive** Eurobod i 1963 Strog market surveillace to avoid market maipulatio GDR i 1990 Sukuk i 2002 Dim Sum bod i 2011 Use of the Uiversal Tradig Platform (UTP) licesed by NYSE-Euroext Some specific features Bourse de Luxembourg (MiFID regulated market) Euro MTF (exchage regulated market) Competet authority for approval of the prospectus Pa-Europea passport available? Prospectus required to comply with EU Prospectus Directive? Disclosure requiremets for fiacial iformatio CSSF (Commissio de Surveillace du Secteur Fiacier) Yes Yes IFRS obligatios Luxembourg Stock Exchage No No*** No IFRS obligatios Ogoig disclosure requiremets: EU Trasparecy Directive Yes No EU Market Abuse Directive Yes Partial For more details, please refer to Part 1 of our Rules ad Regulatios. * Udertakigs for Collective Ivestmet i Trasferable Securities (UCITS) Directive are a set of Europea Uio Directives that eable collective ivestmet schemes to operate freely throughout the EU o the basis of a sigle authorisatio from oe member state. ** The Markets i Fiacial Istrumets Directive (MiFID) is a Europea Uio law that provides for harmoised regulatio for ivestmet services across the 30 member states of the Europea Ecoomic Area. *** However, other requiremets uder Luxembourg law rules ad regulatios will apply. 7

8 A prove ad well-kow listig process 1. Preparig documetatio 2. Applicatio ad file submissio Preparatio is fudametal i ay listig ad admissio to tradig process The Luxembourg Stock Exchage is here to help you 3. Approval ad admissio 4. Reportig obligatios 1. Preparig documetatio Good preparatio is essetial for a successful listig. May questios have to be aswered i advace icludig: Will the securities be listed o the Euro MTF or the Luxembourg Stock Exchage s MiFID regulated market? Have due diligece, regulatory ad compliace reviews bee completed? To list a Dim Sum bod or ay other type of security, a prospectus must first be prepared ad approved. 2. Applicatio ad file submissio Either the issuer itself or a third party actig o its behalf (such as a law firm or listig aget) ca submit requests for approval. I the case of a listig ad admissio to tradig o the Euro MTF market, the prospectus ad all related documets are submitted to the Luxembourg Stock Exchage. For listig ad admissio to tradig o the Luxembourg Stock Exchage s MiFID regulated market, the prospectus ad all related documets are submitted to the Luxembourg competet authority for purposes of the Prospectus Directive, the CSSF (Commissio de Surveillace du Secteur Fiacier). A full overview of the requiremets ad law relatig to listig as well as applicatio forms for both markets are available i the Listig Requiremets sectio of our website ( 3. Approval ad admissio Oce the prospectus has bee approved, either by the Luxembourg Stock Exchage or the CSSF (Commissio de Surveillace du Secteur Fiacier), the Luxembourg Stock Exchage icludes the security o its official list. Admissio to tradig follows. All listed securities are fully tradable o the Exchage, a major advatage of listig o the Luxembourg Stock Exchage. 4. Reportig obligatios After listig ad admissio to tradig, issuers are subject to cotiuig obligatios for iformatio disclosure depedig o the market o which the security is listed. Detailed iformatio is available i the Actios after Listig sectio of our website. 8

9 Advatages of the Luxembourg Stock Exchage Listig o the Luxembourg Stock Exchage meas access to: The Europea leader i iteratioal listig Uique, value-added services Meetig the eeds of the iteratioal capital markets Efficiet procedures able to accommodate iovative listig requests ad specific timetables A complete legal framework ad customer-friedly approach Use of NYSE Euroext techology for easier access to a wider pool of potetial ivestors Competitive pricig Luxembourg Stock Exchage cotacts Listig Team: Hubert Grigo Dumouli Member of the Executive Committee Phoe: hgd@bourse.lu Carlo Oly Head of Listig Departmet Phoe: col@bourse.lu Alessadro Picco Equity ad Ivestmet Fuds Phoe.: api@bourse.lu Luc Ferrier Issuers, Securities Phoe: lfe@bourse.lu 9

10 Market-leadig deals Volkswage advised o the issue of RMB1.5 billio bods by Volkswage Iteratioal Fiace N.V; the first Dim Sum bod issued by a Germa compay ad oe of the first issued i Europe Galaxy Etertaimet advised Bak of America Merrill Lych, BOC Iteratioal, HSBC ad UBS as joit bookruers ad joit lead maagers o the RMB1.38 billio issue of bods by Galaxy Etertaimet Group Limited.; the first ever high-yield RMB Dim Sum bod to be issued HSBC advised HSBC Bak plc o its RMB2 billio issue; the first ever retail Remibi deomiated bods sold outside Chiese territory Leadig advisers o Dim Sum bods At the forefrot of the Dim Sum Bod market Clifford Chace is at the cuttig edge of the Dim Sum bod market. We have advised a umber of high profile cliets o a rage of iovative market firsts i both Asia ad Europe. Our rich kowledge ad experiece, as well as our global reach, meas that we are best-placed to advise withi this rapidly developig market. Our experiece exteds to all aspects of RMB-related fiacial products, icludig the developig RMB derivatives ad fuds markets. A world-class debt capital markets practice Cosistetly recogised as the leadig firm i the debt capital markets by idepedet commetators (Chambers, Legal 500 ad IFLR 1000), our practice icludes over 420 lawyers worldwide, providig practical ad coordiated legal advice across the full spectrum of our cliets debt capital raisig activities. New World Chia Lad advised HSBC ad Bak of Chia as lead maagers o the issue of RMB2.8 billio bods by New World Chia Lad with a further tap of RMB1.5 billio makig this oe of the largest ever Dim Sum bod issuaces The leadig global law firm Awarded Iteratioal Law Firm of the Year 2013 by Chambers, we are oe of the world s leadig law firms, with 35 offices i 25 coutries ad some 3,400 legal advisers. Raiffeise Bak Iteratioal advised HSBC, Stadard Chartered Bak ad Raiffeise Bak Iteratioal as the joit bookruers o the issue of RMB750 millio bods by Raiffeise Bak Iteratioal; the first Dim Sum bod issued by a Austria compay The quality of the lawyers is world class. They brig their expertise ad kowledge ad apply it to our busiess. They cosider both the commercial ad legal aspects ad explai thigs i ways we ca uderstad. Chambers Global

11 Market-leadig deals Emirates NBD advised Emirates NBD o the issue of RMB750 millio bods; the first RMB-deomiated bod from a Gulf issuer Chia Developmet Bak advised the joit lead maagers ad bookruers i relatio to Chia Developmet Bak s issue of RMB 2.5 billio bods i two traches - RMB 1.5 billio due 2015 ad RMB 1 billio due 2032; the logest-dated Dim Sum bods ever sold to date How ca we help? We hadle all legal aspects of Dim Sum bod issuace, icludig preparatio ad approval of the prospectus, draftig ad egotiatig the issuace documetatio, coordiatio of the due diligece ad listig process ad advice o regulatory ad compliace matters. We also advise issuers ad arragers o icludig the flexibility to issue securities i RMB uder debt issuace programmes. Axiata advised Bak of America Merrill Lych, CIMB ad HSBC as joit lead maagers o Axiata Group Berhad s RMB1 billio sukuk issuace; oe of the first ad largest sukuk issuaces i the Dim Sum market Cotacts Adrew Coats Parter Lodo T: E: adrew.coats@ cliffordchace.com Stewart Dulop Parter Lodo T: E: stewart.dulop@ cliffordchace.com David Duiga Parter Lodo T: E: david.duiga@ cliffordchace.com Matthew Fairclough Parter Hog Kog T: E: matt.fairclough@ cliffordchace.com Coie Heg Parter Hog Kog T: E: coie.heg@ cliffordchace.com Huw Jekis Parter Lodo T: E: huw.jekis@ cliffordchace.com Christia Kremer Parter Luxembourg T: E: christia.kremer@ cliffordchace.com Habib Motai Parter Lodo T: E: habib.motai@ cliffordchace.com Yig White Parter Beijig T: E: yig.white@ cliffordchace.com 11

12 Société de la Bourse de Luxembourg S.A., September 2013 Luxembourg Stock Exchage, BP 165, L-2011 Luxembourg Clifford Chace, September 2013 Clifford Chace LLP, 10 Upper Bak Street, Lodo, E14 5JJ.