Listing of bonds, convertibles, structured notes and debt issuance programmes on the Vienna Stock Exchange

Transcription

1 Listing of bonds, convertibles, structured notes and debt issuance programmes on the Vienna Stock Exchange May 2017

2 Contents Overview of the bond market on the Vienna Stock Exchange Listing segments and market segmentation Admission procedure and general stipulations Listing/entry requirements and procedure for the MTF Ongoing obligations for issuers Debt issuance programmes Trading, clearing and settlement, dissemination of prices Listing fees Regulated Markets Main advantages of listing on the Vienna Stock Exchange 2

3 Listing activity of VSE currently focused on financial and corporate issues Number and issued volume of bonds listed at VSE per 31 March 2017 Volume b (43%) 82 (16%) 201 (28%) 11 (3%) 3, (14%) Number of bonds 1,992 (63%) 439 (14%) 286 (9%) Total Public sector Financial sector Corporate sector Performance linked bonds # issuers

4 International bond listings at Vienna Stock exchange are growing fast New listing of bonds from international issuers at VSE CAGR +47% p.a Number of listings Issued volume b YTD Ultimo +43% p.a. 4

5 Bonds listed at VSE MTF (Third market) have increased significantly Outstanding bonds MTF Regulated Market # Volume 3, , ,387 1,275 3,215 1,238 CAGR +15% p.a CAGR +103% p.a. 2,617 2,399 2,112 1, Ultimo Ultimo 5

6 Main countries of VSE international bond activity UK Ireland Italy Spain 6

7 Examples show diverse international bond listing portfolio at VSE Overview of international bond listings Italian and Spanish groups with bond listings at VSE (Third market MTF) AC Milan: Davide Campari: Prysmian: Buzzi Unicem: L Espresso: Barilla G.e.R. Frat.: Azimut: Corporate bonds Corporate bonds Equity-linked bonds Equity-linked bond Equity-linked bond USD senior notes Convertible bond Telecom Italia Finance: Mandatory convertible bond and convertible bond Snam SpA: Telefónica: Abengoa: Equity-linked bonds Mandatory conv. bond Exchangeable notes Total: 71 Italian and Spanish bonds with an issued volume of 10.2b Other international bond issuers on the Vienna Stock Exchange 40 Irish and Lux. SPVs: 140 structured notes/loan linked notes/abs Merrill L. (relat. SPVs): 50 notes (CLNs, repackaged notes) UBS: 150 structured products LBBW: 19 bonds Corporates: BAYER Otto, Scholz, ARAG, Nuernberger life insurance, VHV insurance, PrismaLife AG, Georgsmarienhuette (hybrid capital) 7

8 Overview of the listing segments Official Market Second Regulated Market Third Market (MTF) Type of market Regulated market according to MiFID Multilateral Trading Facility operated by Vienna Stock Exchange Exchange regulated market Applicant Application by the issuer and an exchange member Application by an EU bank, an investment firm or a law firm Prospectus requirement Prospectus according to regulation EC/809/2004 (exemption for certain bank bonds possible) NO Prospectus requirement for entry 8

9 Clear market segmentation at VSE Market segmentation of Vienna Stock Exchange equity market.at structured products.at other securities.at bond market.at Prime market Certificates Public sector Sovereigns, public entities Mid market Standard market Exchange traded funds Warrants Corporates prime Corporates standard Non-financial corporate issuers inclusive convertible bonds and exchangeable bonds Financial sector Banks, insurance companies Regulated Market Regulated Market and Third Market as MTF Performancelinked bonds Structured notes, but not certificates Focus here 9

10 Five main parties involved in a bond listing VSE admission to listing FMA or national financial authority Prospectus approval Related parties involved for a bond issue Clearing system ISIN code Info service provider ad-hoc-disclosure Central Securities Depository (CSD) custody of global note 10

11 Flexible and independent admission process ensures speedy processes Competent authorities Admission to listing regulated markets/entry into the MTF The Vienna Stock Exchange is the competent authority for admission to listing securities on a regulated market The Vienna Stock Exchange runs the Third Market and decides on applications concerning entry of securities to the Third Market (MTF) Listing is independent from the authority where the prospectus was approved Admission for listing of bonds issued by financial institutions or by listed companies (and their subsidiaries) as well as debt issuance programmes within three days! 11

12 Easy listing : Fast admission and listing process Planning Draft info memo Application Approval / Admission Listing Post listing Informal contact with the Vienna Stock Exchange bond team Discussion of the structure and timeline of the issue Approval of the final draft by the Vienna Stock Exchange Applicable to non-listed issuers only Submission of all documents in electronic form (pdf) Application letter signed Within 3 working days after submission of the documents 2 days after admission Setup on trading system XETRA, billing Requirements according to MAR Notification of the Vienna Stock Exchange in case of material changes 12

13 General stipulations for the regulated markets and MTF Listing is independent from the country of the authority approving the prospectus No provisions concerning the legal system under which the bond is issued No provision concerning the minimum life of the issuer All currencies possible as denomination currency All denominations possible No restriction concerning the ISIN code (XS.., IT.., DE.. and all others are possible) Free choice of the clearing system (Monte Titoli, Euroclear, Clearstream Luxembourg, Clearstream Germany possible), no Austrian clearing system required No paying agent in Austria required (EEC state sufficient) When a bond is guaranteed by a guarantor: No stipulations concerning ongoing disclosure about the guarantor For structured notes: No stipulations concerning ongoing disclosure about the underlying Registered notes: Listing on the Third Market (MTF) possible 13

14 Third Market (MTF) Requirements for entry Required documents (electronically) Articles of association of the issuer Board resolution about the issue of the bond Extract from the commercial register; if not available, then certificate of incorporation Description of the issuer ( information memorandum ) for non banks and non listed companies according to annex A of the Rules for the Operation of the Third Market Offering memorandum/research reports can be used as description of the issuer Terms and conditions of the bond/final terms Last annual financial statements (if existing) audited or unaudited Other aspects Application: Signed by EU bank or EU licensed investment firm or law firm (with capital market experience); the issuer does not have to sign Language regime: Documents in English, certain other languages for commercial register, articles of association and financial statements possible (e.g., Italian, Spanish) No stipulations concerning issue size, minimum life of the issuer, denomination and free float All documents are treated strictly confidentially by VSE, no document will be disclosed or published NO prospectus requirement for entering the Third Market; in case a prospectus exists (due to a public offer) please provide this prospectus 14

15 Third Market (MTF) Obligations during the listing Information in case of material changes concerning the bond (especially early redemption, default, interest rate change for FRNs) the issuer (especially change in the issuer s name) Submission of such information by the applicant according to the rules of the Third Market; we also accept the submission by the issuer himself, by a law firm, by the paying agent, by the calculation agent or by the arranger NO NO disclosure requirements for the issuer (e.g. annual financial statements) NO duty to submit annual financial statements to Vienna Stock Exchange (per to bonds@wienerborse.at) 15

16 Market Abuse Regulation Issuers obligations Valid for regulated markets as well as MTFs List of insiders (Art.18): Comprising all persons with access to insider information, briefing of these persons. The list of insiders has to be kept with the issuer and to be updated in case of changes. Ad hoc disclosure of insider information: Price-sensitive information concerning bond issuers comprises primarily Default concerning interest or redemption payment Material change of the issuer s credit rating Directors Dealings announcement (Art.19): Persons in managing positions as well as their close relatives (spouse and children of the managing person) have to report own dealings in listed securities of the issuer (shares + bonds) to the issuer as well as to the authority of the country where the issuer has its registered seat latest 3 days after the trade. Disclosure of these director s dealings by the issuer via an EU wide dissemination system (e.g. Reuters, Bloomberg) and on the OAM of the country where the issuer has its registered seat within 3 days after the trade. 16

17 Stand alone issues: Listing procedure for regulated markets and Third Market (MTF) Informal contact with the bond listing department of VSE Informal check of the listing criteria/criteria for entering the Third Market (e.g. check of the draft information memorandum) Formal listing application + required documents; these documents can be submitted by the applicant, by the issuer or by another party (e.g. law firm) Admission for listing/entering the Third Market (MTF) within 3 days for bonds issued by banks or by listed companies, admission within 1 week for other corporate bonds First trading day: 2 days after admission The issuer/the lead manager receives an official notification concerning the admission for listing/entry into the Third Market Invoice concerning the listing fee and the annual fee (charged up front for the entire period) 17

18 Debt issuance programmes Admission of debt issuance programmes to the Vienna Stock Exchange: Approved or passported base prospectus: Electronic version (pdf-file) of the prospectus, hard copies only on request of Vienna Stock Exchange Other documents as for stand alone issues Application for the programme to be listed on one or both regulated markets and/or entry into the Third Market (MTF) NO fees for the admission of the programme itself, only for the securities listed on the VSE 18

19 Notes issued under the programme: Listing procedure Speedy process: No listing agent required for submitting the final terms Submission of the final terms via per (draft version of the final terms is sufficient in case the listing shall be on the issue day No comments by Vienna Stock Exchange to the final terms No separate admission of the single notes issued under the programme Listing/entry into the Third Market (MTF) within 2 days after submitting the final terms 19

20 Clear setup for trading, clearing and settlement, price dissemination Trading in bonds Bonds are traded on XETRA trading system Trading fees include clearing and settlement costs Trading is done in a midday auction once a day a price only occurs if a bid order and an ask order match Open order book NO obligation to provide liquidity/to quote, trading and stock exchange price legally NOT required Bid and/or ask quotes possible for assessment of the bond (no costs for quotes) Clearing and settlement Global certificates have to be deposited with a custodian: Monte Titoli, Clearstream, Euroclear, the Austrian central custodian OeKB or other custodians having a clearing link with OeKB For the Third Market: Listing of registered notes is possible For trades executed on the Vienna Stock Exchange: The Central Counterpart Austria (CCP.A) acts as central counterpart for all trades (regulated markets + MTF) Clearing: t + 2, clearing in EUR (also for bonds denominated in non-eur currencies) Dissemination of exchange prices Bond and certificate prices are disseminated Real-time via all major data vendors (Reuters, Bloomberg etc.) Via the website of Vienna Stock Exchange ( Best bid and best ask quote are shown on the website of Vienna Stock Exchange and also disseminated to data vendors 20

21 Competitive listing fees (one-off) Listing fees for bonds (one-off fee) Listing of bonds within one calendar year (issuers from financial and public sector) Number of bonds per issuer Fee per bond (ISIN) Regulated Markets Fee per bond (ISIN) Third Market (MTF) more than 51 1,700 1,500 1, Extras Bonds with a tenor of 1 year maximum: 500 listing fee, these short term bonds are excluded from the schedule Stand alone issues: Fee for the admission procedure of 200 per bond (ISIN) IN ADDITION to the listing fee Listing of bonds from the corporate sector Fee per bond (ISIN) Regulated Markets Fee per bond (ISIN) Third Market (MTF) Fee per bond (ISIN) Third Market (MTF) for issuers/guarantors listed in an EU regulated market 2,700 1,700 1,000 21

22 Competitive annual fees Regulated Markets Third Market (MTF) Bonds from financial and public sector Fee per bond (ISIN) for each calendar year of the listing Cap per year for each issuer for all new listings Corporate bonds Fee per bond (ISIN) for each calendar year of the listing in the segment corporates standard Cap per year for each issuer for all new listings 200 7, , no cap 200 no cap Calculation/payment of the annual fee Payable up front Maximally 20 listing years are charged Proportionate redemption of the annual fee in case of early redemption of the bond (provided that the issuer did not reach the cap in the year of the first listing of the concrete bond) Calculation/payment equal to all other bonds 22

23 Regulated Markets listing requirements and documents (1) Application: Signed by the issuer and and co-signed by an exchange member (this exchange member does NOT have the function like a listing agent) Prospectus: Either base prospectus to list an issuance programme or stand alone prospectus. Prospectus approved by FMA or passported according to regulation EC/809/2004: Electronic version (pdf-file) of the prospectus, hard copies only on request of Vienna Stock Exchange Issued volume at least EUR 725,000 NO free float requirement for listing on the Second Regulated Market (private placements with just one single investor possible) 23

24 Regulated Markets listing requirements and documents (2) Further documents required: Articles of association of the issuer Extract from the commercial register/certificate of incorporation Last annual accounts (annual report) Board resolution concerning the issue of the bond For prospectuses passported to Austria: Passporting confirmation by the Austrian Financial Market Authority Language regime: Documents in English, certain other languages for commercial register, articles of association and financial statements possible (e.g. Italian, Spanish) Board resolution: An English confirmation is sufficient that the submitted board resolution in another language is the true and original resolution for the relevant bond issue 24

25 Prospectuses for regulated markets Approval by the Financial Market Authority (FMA) in Austria or passporting of a prospectus from another EU member to Austria Language German and/or English (also the summary) Disclosure of the prospectus on the website of the issuer or Vienna Stock Exchange or authority (not FMA) or hard copy NO advertisements in the official gazette for passported prospectuses and final terms Submission for listing: electronic version (pdf-file) of the prospectus (hard copies only on request of Vienna Stock Exchange) 25

26 Regulated Markets ongoing obligations/issuer s duties The EU transparency directive was tranposed into the Austrian Stock Exchange Act If Austria is only host member state: Only the requirements of the home member state have to be fulfilled, NO submission of the relevant regulated information to Austrian bodies (e.g. annual and semi annual financial statements, ad hoc disclosure) 26

27 Easy listing in Vienna advantages at a glance Quick and non-bureaucratic admission for listing NO listing agent required for notes issued under a listed debt issuance programme (submission of final terms by is sufficient for a listing) NO advertisement in the official gazette for passported prospectuses and final terms Low listing fees All kinds of denomination possible NO paying agent in Austria required Clearing systems: Monte Titoli, Clearstream Luxemburg, Clearstream Frankfurt, Euroclear and others possible NO quotation of prices obligatory NO disclosure of documents (e.g. annual accounts or conditions of the bond) required for a listing on the Third Market (MTF) 27