Accessing the Global Markets
Through London
London Stock Exchange Green Bonds
December 2016
LSE Group – Depth and Breadth
 LSEG is a leading international open access financial market infrastructure group
 LSE plc sits within LSEG as the UK Recognised Investment Exchange business.
Primary
Markets
Cash Equities
Listing and
Trading
Derivatives
London Stock Exchange Derivatives
Fixed Income
ORB
Post Trade
Unavista
Technology
Hosting and Connectivity
Business
Services
Monte Titoli
Academy
RNS
SEDOL
IDEM
MOT
OFIS
CC&G
Information
Services
IDEX
ExtraMOT
GlobeSettle
Real Time Data
X2M
Events &Studios
2
Heart of the World’s Capital Markets
Debt
Equities
ETFs
2,300
500+
15,000+
375+
1,300
Listed companies
with aggregate
market value of $7
trillion
International
companies with a
combined market
value of $3.7
trillion
Debt securities listed
on LSE Main Market.
Overall money raised
exceeds $4.8 trillion
International
government bonds
from 34 different
countries in 11
different currencies
ETFs and ETPs
listed in London
from 24 issuers
11
$914bn
$338bn+
£257bn
10
IPOs raising over
$1bn in London in
the last 3 years.
Raised in last 10
years from 2005
– 2015
Raised by sovereign,
regional and local
governments
Total on-exchange
turnover in 2015
RQFII ETFs listed
on LSE since 2014
giving investors
exposure to Chinese
A-shares directly.
300%
Growth in
European ETF
trading volumes
in the past 5
years
43%
Market share of
European ETF
trading
3
The London
Proposition
4
The London Proposition – Snapshot
Global Financial Centres Index 20
Broad Capabilities Across Many Debt Markets and Currencies
Top 10 Financial Centres by GFCI 20 rating
795
Euro
US Dollar
British Pound
Swedish Krona
Australian Dollar
Norwegian Krone
China Renminbi
Japanese Yen
Hong Kong Dollar
Canadian Dollar
Mexican Peso
Other
794
752
748
734
720
719
718
716
713
638
2000
Domestic
International
364
29
1500
2,536
1000
2,074
2,010
146
1,672
500
590
0
LSEG
NYSE
NASDAQ
SGX
HKSE
% of ETF trading
# of Companies*
318
Islamic
Finance
Masala
Bonds
ORB
Convertible
and
Structured
Debt
Close to 50% trading of ETF in Europe is done in London
3000
2500
High Yield
Dim Sum
Bonds
‘Other’ includes 32 different international
currencies across 225 bonds, raising a
combined £25.2bn
More International Equity Listings Than Any Other Exchange
Green
Bonds
50.0%
45.0%
40.0%
35.0%
30.0%
25.0%
20.0%
15.0%
10.0%
5.0%
0.0%
Jan-11
LSE
DB
ENXT
B.Italiana
SIX
Jan-12
Jan-13
Jan-14
Jan-15
Jan-16
Source : Factset, GFCI 20
5
Benefits of Listing in London
Why consider a Listing on the LSE
Access to the deepest pool of
international capital in the world
Robust regulatory standards
and efficient listing process
Competitive costs
Global hub for innovative products
(Green Bonds, RMB, Sukuk)
Access to a stable and loyal investor base
Quality of advisory community
and sell-side research coverage
Currency to fund business acquisitions &
expand into new markets
Broaden the shareholder base
Enhance profile & visibility - with
customers & suppliers
Long term employee incentives
6
The Largest Investor Pool in the World
$2 trillion invested in international equity out of London
Equity AUM held in International Portfolios, by Metro Area (Q4 2015)*
Key Facts:
•
UK assets under management totalled a record £6.8
trillion in 2014, the second largest in the world. The
UK is also the leading European centre for
management of hedge funds, sovereign wealth funds
and private equity funds.
•
The UK accounts for 37% of global foreign exchange
trading. More US dollars are traded in the UK than in
the US.
•
London, more than any other financial centre, offers a
long-standing globally oriented investor base
•
UK investors have diversified portfolios and are used
to supporting companies’ international development
•
Institutional investors in the other major listing venues
tend to be more domestically focused
•
Global investment portfolios ensure that investors
appropriately value businesses with a global profile
and aspirations
The UK is the leading derivative centre worldwide,
accounting for 39% of trading in OTC interest-rate
derivatives
•
The UK has the leading share of trading in many
international financial markets such as cross border
bank lending (16%), international insurance premium
income (29%) and foreign exchange trading (37%).
1,987
•
1,002
575
375
304
287
275
263
251
194
188
89
London
New York
Oslo
Toronto
Paris
Zurich
Frankfurt
Tokyo
Amersterdam Stockholm
Source: Facset and LSE calculation, 2016
*international portfolios defined as investment in companies with a domicile different to the country of domicile of the portfolio manager
HongKong
Sydney
7
A Truly Global Investor Base
Global Investors Buy London-Listed Stocks
-
London remains the world’s largest equity market, with more international assets under management than any other global financial centre.
-
Companies listing in London are able to access overseas investors through widely used and well understood capital raising routes.
ROW
ROW
80%
ROW
90%
ROW
ROW
100%
ROW
Domicile of Investors in Selected Exchange’s Listed Securities
Domicile of Investors in LSE-Listed Securities by Region
51%
UK
30%
13%
Domestic
Domestic
Domestic
40%
Domestic
50%
Domestic
60%
Domestic
70%
Europe (ex UK)
30%
North America
20%
6%
10%
Rest of World
0%
Source: Facset and London Stock Exchange calculation, July 2016
Domestic = Europe for Swiss SIX, XETRA and Euronext (Amsterdam, Paris, Brussels, Lisbon)
Domestic = North America for NYSE, NASDAQ and Toronto
ROW = rest of world
8
Raise Your International Profile
London – Global Hub for Investors
•
Listing in a global market such as London raises a company’s international
profile.
•
High international regulatory standards ensure access to a globally oriented
investor base
•
LSE is home to the deepest global foreign exchange centre.
•
LSE markets are supported by a network of 350 member firms from over 20
countries*,
Selected Major Institutional Investors in London Listed Bonds
Americas
Asia Pacific
•
•
•
•
•
•
•
Africa and Middle East
10
9
8
7
11
•
QIA
P.I.C South Africa
Kuwait Investment Authority
Investec
CCB Islamic Bank
Abu Dhabi Investment Authority
6
1
0
-1
-2
-3
-4
-5
-6
-7
-8
-9
-10
-11
•
•
•
•
•
•
5
•
Blackrock
Legal & General
Scottish Widows
Invesco
M&G
Standard Life
AXA
Societe Generale
Alecta Pension
DWS Investment
Swedbank Robur
Allianz Global Investors
BNP Paribas
Union Investment
Privatfonds GMBH
Norges Bank
4
•
•
•
•
•
•
•
•
•
•
•
•
•
•
3
•
Europe
Capital Research
Vanguard
SSgA Funds
Fidelity
Blackrock
Thornburg Investment
Artisan Partners
Alliance Bernstein
T. Rowe Price
Caisse de dépôt et
placement du Québec
Itau Unibanco Brazil
2
•
•
•
•
•
•
•
•
•
•
State Administration of Foreign
Exchange (China)
GIC
BNY Mellon Hong Kong
Blackrock Japan
Mitsubishi UFJ Trust
Sumitomo Mitsui
Aberdeen Asset Management
Asia
Hang Seng Investment
London trading hours
GMT
Source: Factset
*LSEG, as of September 2015
9
London Stock Exchange Capital Markets Days
Format
•
•
London Stock Exchange’s Capital
Markets Days facilitate face-to-face,
scheduled dialogue between
companies and institutional
investors. This is usually done to
highlight a specific region or sector
focus.
Market Opening: Unique opportunity for all companies, dignitaries and sponsors are invited to
open London’s market at 08:00 on the day of the event. This is filmed and can be accessed by
international TV stations broadcasted in their relevant regions. A photographer is also present.
Presentations: Welcome by a senior executive of the London Stock Exchange, giving an
overview of the market/sector. Summary of the IPO process by top City advisors and investors.
Each company will have an opportunity to explain its investment story.
1-2-1 meetings: Highly targeted individual meetings pre arranged by the Exchange. Each
company has its own private meeting room the entire day which is fully equipped with all AV
capabilities.
Maximising exposure: Through the Exchange’s press team from organisations such as the
BBC, The Wall Street Journal, the Financial Times, CNBC & Sky News.
Our central position within the
London financial markets offers an
unbiased arena in which to bring
together select groups of
companies with the most extensive
possible network of appropriate
potential investors.
10
After Referendum Business As Usual
International Deals Continue
As a result of the recent EU Referendum and subsequent Brexit vote, uncertainty about London’s status as a financial centre
has arisen. The international community has responded and shown their commitment to London via a number of high profile
transaction announcements, thus proving London is open and ready for business
India’s HDFC Lists the First
Japan’s SoftBank Announces £24bn
GlaxoSmithKline invests £275m for
Masala Bond in London
Takeover of UK’s ARM Holdings
Three New UK Manufacturing Sites
•
On 21st July, Housing Development Finance Corporation
(HDFC) issued the world’s first Masala bond issued by an
Indian corporate
•
The issue was 4.3 times oversubscribed and paves the
way for the opening of the Masala bond market globally to
support Indian company and infrastructure financing
•
Distribution: 86% taken by Asian investors and 14% by
European investors; Institutional investors made up 82%
and private banks 18%
•
“This is a milestone transaction for HDFC. We have
achieved our objective of attracting a global pool of capital
to diversify our borrowing profile, The positive investor
response towards this issuance reinforces the blue-chip
positioning of HDFC, and establishes a significant
benchmark for Indian companies” said HDFC chairman
Deepak Parekh.
•
UK technology firm ARM Holdings is to be bought by
Japan's Softbank for £24bn
•
ARM Holdings designs microchips used in most
smartphones, including Apple and Samsung models, and
employs more than 3,000 people
•
Softbank has previously acquired Vodafone's Japanese
operations and the US telecoms company Sprint. The
$20bn deal was the biggest foreign acquisition by a
Japanese firm at the time
•
The new deal will be funded by Softbank's own cash
reserves and a long term loan from Japan's Mizuho Bank
•
Masayoshi Son, chairman and chief executive of
Softbank, said: "This is one of the most important
acquisitions we have ever made, and I expect ARM to be
a key pillar of SoftBank's growth strategy going forward
•
Despite arguing against Brexit before the referendum,
GSK believes the UK remains an attractive place for
making medicines – London currently accounts for nearly
50% of GSK’s worldwide R&D and a third of it’s
manufacturing.
•
The company recently announced plans to invest a further
£275m into three drug manufacturing sites in Britain,
signalling its confidence in the country despite last
month's vote to leave the European Union
•
"It is testament to our skilled UK workforce and the
country’s leading position in life sciences that we are
making these investments in advanced manufacturing
here," said Chief Executive Andrew Witty
•
Business minister Greg Clark said GSK's move was a
clear vote of confidence in Britain and demonstrated that
"there really is no place better in Europe to grow a
business"
11
London Stock Exchange’s
Fixed Income Offering
12
Global Home for Raising Fixed Income Capital
…from 59
2570
countries
Int’l issuers..
The London Stock Exchange is
the global financing hub for fixed
income issuers
…in 39
currencies
… raising
£3.5 trillion
…via 15,000+
Listed debt
instruments
Bond Primary and Secondary Market Statistics by Region
3%
30%
Issuance
Trading
70%
97%
13%
Amount
Outstanding
UK
Rest of World
70% Of global
secondary market
bond trading
takes place in
London
2011
87%
Source: TheCityUK estimates (2011)
World Federation of Exchanges (2011)
13
Centre of Global Fixed Income Trading
LSEG has developed
highly liquid and
transparent electronic
fixed income order books
that allow for both
primary and secondary
access and trading to
international investors
With changes to
regulation including
MiFID II and the
associated pre- and posttrade transparency
requirements, we
anticipate that demand
for credible secondary
market platform trading
for bonds will increase
Bonds Value Traded on Exchanges (USDm)
32,500
22,000
+18% CAGR
(2001-2011)
13,000
7,000
5,500
2001
Source: Bank for International Settlements; TheCityUK estimates (2011)
World Federation of Exchanges (2011)
* 2015 value estimated based on previous trend growth
2002
2005
2008
2011
2015 *
14
Cutting Edge Financial Products
Apart from standard issuance we are leading the way in new fixed income products
Green
Bonds
Islamic
Finance
Dim Sum
Bonds
• Retail and wholesale markets, offering the
choice of trade reporting, end-of-day pricing
and continuous quoting
• Unique and comprehensive specialist
offering for green bonds
• Dedicated green segments
• Industry Affiliations:
• ICMA GBP Observer, Social Stock
Exchange, Climate Bonds Initiative, City of
London Green Finance Initiative
• LSE is a key global venue for the issuance
of Sukuk
• There are over 20 banks in London
providing Islamic financial services, more
than any other European country
• Unique and comprehensive specialist
offering for sukuk
• Dedicated sukuk fixed income segments
• LSE is a key global venue for the issuance
of Dim Sum bonds
• Unique and comprehensive dedicated
offering for Dim Sum bonds
ORB
• LSE’s flagship retail
market - both primary
issuance and secondary
trading of retail
denominated bonds
• Retail bonds can also
be held in an ISA, which
is a tax-free savings
account
High Yield
• LSE’s PSM accommodates all types of debt
securities including high yield bonds in any
denomination under a wholesale regime
• The PSM is a global listing venue attracting
investment from many other locations in
Europe, Asia, Latin America and Australia
Convertible
and
Structured
Debt
• LSE’s PSM accommodates all types of debt
securities including convertible bonds in
any denomination under a wholesale regime
• Many investors can only buy debt
instruments listed on a Recognised
Investment Exchange. LSE is well
positioned to provide efficient and wellregulated markets for both bond issuers
and investors
Masala
Bonds
• LSE is a key global venue for the issuance
of Masala bonds
• Listing venue for the world’s first Masala
bond from an Indian corporate
• Unique and comprehensive dedicated
offering for Masala bonds
15
A Choice of Debt Markets
Main Market
Applicable UK
Listing Rules
Professional Securities Market
•
Chapters 2 and 17 of UK Listing Rules
•
Chapter 4 of UK Listing Rules
•
At least two years trading records and independently
audited accounts consistent with the International
Financial Reporting Standards (IFRS)
•
Local GAAP can be used
•
•
No full prospectus required
Listing Particulars adequate
Financial Records
Listing Documents
•
Full prospectus
Transferability
•
The debt securities subject to the listing must be freely transferable
Issue Size
•
The market capitalisation of the class of the debt securities to be listed must be at least £200,000
Listing of the Whole
Debt Class
•
All debt securities of the same class should be listed
Designation
•
Wholesale & Retail Bonds
•
Wholesale Bonds only, although retail denominated
bonds can be issued under the wholesale regime
16
Listing & Admissions Process
17
Smooth Listing Process
UK debt markets’ high standards ensure credibility amongst the global investor base. The
UK Listings Authority (UKLA) has a reputation for its a robust and balanced approach to
implementing the listing rules whilst maintaining efficiency of the listing process.
•
Listing process is a two pronged approach between
LSE and UKLA
•
UKLA committed to efficient turn around times:
•
•
•
Up to 4 clear working days after first
submission
•
2 clear working days** for subsequent
submissions
UKLA checklist can be used by issuers prior to
submission
One-off £2,000 UKLA Vetting fee is applied (no extra
annual or application fees)
Typical transaction timeline
Bond priced
Total transaction takes between three to eight weeks
Four working days
Two days**
Up to one week
UKLA
Listing
Application
London
Listing
Initial review
completed
Documentation
Approved and
Listing Granted
Listing
Effective
Admission
Granted
Trading can
Begin
LSE
Application for Admission
to Trading
N.B. This process applies to plain vanilla debt securities, redemption-linked securities, medium term note programmes, securitised derivatives and supplementary prospectuses/listing particulars for non-equity securities.
MTNs only require approval for the base prospectus with subsequent draw-down issues allowed at any time during 12 month period, subject to publication of Final Terms and Prospectus Supplement by 2pm the day before issuance
**Only if required due to additional comments from he UKLA
18
Passporting a Prospectus
Easy process to dual list in London via passporting (when the bond prospectus is already approved in another EEA jurisdiction)
•
Passporting involves a prospectus approved by the issuer's Home Competent authority in the EEA being accepted by another EEA member state as the basis of a
public offer or admission of securities to a regulated market.
•
In this way, issuers with bonds listed elsewhere can gain a London listing quickly and efficiently.
For existing notes to be admitted to trading on the regulated market of the London
Stock Exchange, the issuer would have to undertake the following steps
Step 1
Action
Obtain a passport from the existing
EEA Competent Authority by
submitting a Notification Request
Form.
Step 2
Submit the security to the UKLA
Official List alongside the passport
and make some small additions to
the document, for example confirm
the planned listing on London Stock
Exchange in the prospectus.
Step 3
Apply to the London Stock
Exchange for admission to trading.
This involves submitting a
completed Form 11 and an
electronic copy of the relevant
prospectus.
1Form
2UKLA
Comment
The existing EEA Competent Authority
has three working days to notify the
UKLA that it has approved the base
prospectus. Once this has occurred, the
issuer can contact the UKLA to apply
for the notes to be listed in the UK.
1: http://www.londonstockexchange.com/companies-and-advisors/main-market/documents/publications.htm
Checklist: https://www.fca.org.uk/markets/ukla/forms#listing-applications
For new notes to be issued under the existing programme to be admitted to trading
on the regulated market of the London Stock Exchange, the issuer would have to
undertake the following steps:
Action
Comment
Step 1
Send a notification request form in
relation to the base prospectus to
the existing EEA Competent
Authority, who will inform the UKLA
If this has already been done for
previous admission, there is no need to
do it a second time.
Step 2
Send an application for admission
of securities form and a listing rules
checklist to the UKLA2.
Note that the application for admission
of securities form has to be sent for
each new series of notes, the listing
rules checklist only needs to be sent the
first time an issuer is applying to the
official list of the UKLA.
Step 3
Apply to the London Stock
Exchange for admission to trading.
This involves submitting a
completed Form 11 and an
electronic copy of the relevant
prospectus.
Ensure that the relevant final term
specifies, that the notes will be admitted
to trading in London. That is the only
drafting difference.
19
Admission Process
For admission, the documents that we need are1:
•
•
•
•
•
Signed Form 1 with EU sanctions complete
Signed Board Minutes
Prospectus
UKLA approved letter
Confirmation of the note being issued (usually the day before)
Also as soon as possible in the admission process, it is necessary to
arrange for the creation of the relevant trading codes:
ISIN/SEDOL
ISINs are normally allocated by the country of domicile of the issuer. London Stock
Exchange is then responsible for allocating a SEDOL code, which is a unique instrument
identifier.
Email the Pricing Supplement(s) to [email protected] and allow 48 hours for these
to be assigned.
TIDM
A Tradable Instrument Display Mnemonic (TIDM) is the three or four character identifier
specific to London Stock Exchange. Issuers may request a specific TIDM, which will be
issued, provided it is not already in use or reserved. Once reserved, these are held for a
period of six months.
Requests should be made to the Admissions Team by emailing the issuer name and the
instrument name, making it clear that it is a TIDM request, to [email protected]
that these documents can initially be in draft form (i.e Form 1 not signed and prospectus not yet approved – but it will need to be a workable document (i.e have most of the key
information included)). All final documentation needs to be with LSE Admissions by 4pm the day before admission.
1Note
20
International Cost Competitiveness
Competitive Fee Structure:
•
LSE fees are calculated on a sliding scale, based on issue size and type of issue.
•
No fee is payable for setting up an MTN program.
•
No annual fee is payable in respect of debt securities on the London Stock Exchange’s markets
Issuers under debt issuance programs
Eurobonds & International Issuers
Face Value (£m)
Face Value (£m)
Fee (£)
Fee (£)
Greater than
or equal to
Less than
0
25
300
25
50
1,750
4,000
50
100
2,700
4,200
100
500
3,600
500
above
3,650
Greater than
or equal to
Less than
0
50
2,500
50
100
100
and above
21
Green Bonds
“Green finance is key to securing a low carbon future that delivers economic
growth, both in Britain and abroad. London is the world’s leading green finance
hub and is already the partner of choice for the world’s fastest growing
economies.”
Simon Kirby, Economic Secretary to the Treasury
22
What is a Green Bond?
Green bonds are any type of bond instrument where the proceeds will be exclusively applied to finance or re-finance in part or in
full new and/or existing eligible Green Projects and which are aligned with the four core components of the Green Bond Principles.
The key feature of green bonds is the use of proceeds, which are described in the bond’s legal documentation, separately
managed within the company, as well as monitored and reported throughout the life of the instrument.
Categories of Potential Eligible Green Projects
Green Bonds: A Growing Market
• With growing investor
emphasis on sustainability,
green bonds are one of the
fastest growing market
segments internationally.
Renewable Energy
Sustainable Water Management
Biodiversity Conservation
• Green bonds make up 17%
of the $694bn climatealigned universe, up 7%
from 2015.
Energy Efficiency
Eco-efficient products
• $42.2bn of green bonds
were issued in 2015, four
times 2013 total green bond
issuance.
• As of October 31st , total
2016 issuance is nearly
50% greater than the 2015
total.
Pollution Prevention
1
Sustainable Management
Climate Change Adaption
Clean Transportation
Source: Climate Bonds Initiative
• As of October 2016,
$60.8bn green bonds were
issued globally.
Source: Bloomberg, Climate Bonds Initiative
23
Green Bonds – A Diversified Issuer Base
The green bond market expanded further in 2015, thanks to a wider range of issuers and types of green assets, as well as new
geographies.
•
•
•
The UK, China, Germany, Japan, the Netherlands,
Norway and the US have shown significant growth
in green bond market size last year.
7 new markets joined green bond this year Brazil, Denmark, Estonia, Hong Kong, India,
Latvia and Mexico - jointly added nearly $3.2bn
green bonds to the market.
Overall Europe remains the region hosting most
green bonds, with nearly USD 18.4 billion issued in
2015
2015 saw a wider range of issuers and types of
green projects or assets. There was a widening
of the type of projects financed by green bonds
with more proceeds leveraged for other green
sectors outside of the renewable energy space,
in particular low carbon transport and sustainable
water.
Norway
$0.9bn
Estonia
$0.06bn
UK
$0.7bn
Netherlands
$4.1bn
United States
$10.5bn
46% 20% 13% 9%
Renewable Energy
Low
Sustainable
Energy
Efficiency carbon
Water
Transport
6%
4%
2%
Waste & Climate
Agriculture
Pollution Adaptation & Forestry
China $1.0bn
Mexico
$0.5bn
Green Bond Project Breakdown by Type (%)
¼ of total issued
amount came from
the US - $10.5bn
mainly driven by
municipal green
bonds. US surpassed
supranational
institutes to become
the largest green
bond issuing
country in 2015.
Latvia
Denmark $0.08bn
$0.6bn
Germany
$5.6bn
India
$1.1bn
Japan
$0.5bn
Hong Kong
$0.3bn
Brazil
$0.6bn
Europe remains
the regions
hosting most
green bonds,
with nearly
$18.4bn issued
in 2015.
Markets keep in growing; seven countries (U.K, China,
Germany, Japan, Netherlands, Norway, and U.S.) have
shown significant growth in green bond market size this
year.
Source: Climate Bonds Initiative
24
Green Bonds Characteristics
This is due to the dominance within
the climate-aligned universe of large
state-backed entities in the retail
sector where investment horizons are
long.
43% of the bonds outstanding fall into
the AAA credit rating band, primarily
due to large development banks such
as the World Bank, IFC and the EIB
This is in contrast to the climate-aligned
bond market, where the currency spread
is more balanced and includes a greater
number of EM currencies. There are 25
currencies represented in the labelled
green bond market.
Bonds that have received an external
review make up approximately 60% of
the labelled green bond market.
External reviews play an important role
in the market and could be reinforced
further with more consistent standards.
Source: Climate Bonds Initiative
25
LSEG and Green Financing
LSEG is a partner exchange of the
United Nations Sustainable Stock
Exchanges (SSE) initiative.
London Stock Exchange Group’s
activity in green financing is focussed
on two key areas: fixed income
products and information
services/indices. Through a range of
new initiatives, LSEG intends to
broaden its offering and support
London in becoming the preferred
listing venue for debt and equity Low
Carbon Economy (LCE) financial
instruments.
Through its FTSE Russell business,
LSEG is looking at further
opportunities to increase
transparency in the green bond
market, by providing issuers with a
more efficient tool to report on
sustainable initiatives, and offering
investors a comprehensive product to
assess a wide range of financial
instruments against an innovative Low
Carbon Economy (LCE) framework.
40
Green
bonds
…in 7
currencies
… raising a
combined
$10.5bn
• In 2015, 12 green bonds were listed on LSE – this
translated to a 14.5% market share of total green bond
on EEA exchanges.
• London Stock Exchange has launched a range of
dedicated ‘green bond’ segments, offering issuers a
flexible range of market models, covering both Regulated
Market (RM) and MTF segments, comprising retail and
wholesale, and offering the choice of trade reporting, endof-day and continuous quoting.
• No other global exchange has such a comprehensive
specialist offering for green bonds.
• Issuers can benefit from the additional transparency of
secondary market trading and global reach of the
London markets.
"Together with the London
Stock Exchange, UNEP and
the Cambridge Institute for
Sustainability Leadership,
we hope to impress upon
you London's commitment
to build on existing market
activity to ensure that green
finance sits right at the very
top of the financial
industry's agenda.“,
Mark Boleat,
Policy Chairman City of London
26
Green Bonds Key Milestones
LSE is a recognised supporter of the Green Bond market and has established strong relationships with key market participants
June 2007
European
Investment Bank
issues the first
“Climate
Awareness” bond
tracking the
performance of the
FTSE4Good
Environmental
Leaders 40 index
2007
August 2015
July 2012
March 2014
LSE’s First
Green bond listed by
Nordic Investment
Bank
First offshore RMB
Green bond by a
multilateral
First offshore INR
Green bond
First Green
RMB bond for ABC
and largest Green
RMB bond listed on
LSE to date
April 2015
TfL’s debut
Green Bond
2012
2014
2015
June 2015
May 2014
LSE joins UN’s
Sustainable Stock
Exchanges (SSE)
initiative
October 2015
LSE expands
range of dedicated
Green bond
segments
November 2015
LSE becomes an
Observer to the
internationallyrecognised ICMA
Green Bond
Principles
guidelines
January 2016
November 2016
LSEG joins the
Green
Infrastructure
Investment
Coalition (GIIC)
launched at COP21
Bank of China
becomes first
Chinese entity to
issue a Green
Covered bond
2016
January
2016
LSEG joins
the City of
London's
Green
Finance
Initiative
April 2016
LSE becomes
first global
exchange to
join the Climate
Bonds
Partnership
Program
27
Green Bond Admission Criteria
Green bonds have the
same regulatory status of
equivalent “non-green”
bonds and can normally
be issued through
standard base
prospectuses
To admit green bonds to
London Stock
Exchange’s dedicated
Green Bond segments,
issuers are required to
provide the Exchange
with the relevant
certification of the ‘green’
nature of the bonds
Issuers admitting bonds to the Green Bond segments on London Stock Exchange must provide proof
of an external review* to confirm the “green” nature of the instruments and a written confirmation
(email confirmation would suffice) that the entity appointed to conduct the external review meets the
following criteria:
•
Be independent of the entity issuing the bond, its directors, senior management and advisers. In
particular, the organisation providing the external review must not be a subsidiary or owner, either
in full or in part, of the entity issuing the bond
•
Be remunerated in a way that prevents any conflicts of interests arising as a result of the fee
structure
•
Be an entity specialising in assessing the framework of the bonds’ environmental objectives,
with sufficient financial and market-specific expertise to perform a comprehensive assessment of
the use of proceeds. Such expertise could be demonstrated for example by:
 Affiliation with relevant and widely recognized industry bodies; or
 Significant and appropriate previous experience in providing external reviews on green bonds
* The external review could take the form of the following:
• Consultant’s Review / Second Opinion
• Verification
• Third Party certification
• Green Bond Rating (separate from an issuer’s overall ESG rating)
28
Self-Certification – Impact Reporting
Impact Reporting: the issuer should illustrate the expected environmental and/or
climate impact of each eligible project to which green bond proceeds have been
allocated using, for example, a number of core indicators such as:
For SSA issuers
admitting on the
basis of self-certified
impact reporting,
they must have in
place a formal
reporting
methodology, and
must provide written
confirmation that this
is based on certain
principles as outlined
 Energy Efficiency: annual energy savings, reduction in greenhouse gas
emissions
 Renewable Energy: renewable energy produced, capacity of renewable
energy plant constructed, etc.
29
Green Bond Case Studies
30
Recent Green Bond Issuance
Bank of
China
MuniFin
Development
Bank of
Japan
Agricultural
Bank of
China
IFC
Shanks
Transport for
London
Issue Date
09 Nov 2016
04 Oct 2016
21 Oct 2015
20 Oct 2015
10 Aug 2015 /
17 Jun 2014
16 Jun 2015
24 Apr 2015
Issue Size
USD 500mn
USD 500mn
EUR 300mn
USD 400mn /
USD 500mn /
RMB 600mn
INR 3.15bn /
RMB 500mn
EUR 100mn
GBP 400mn
Coupon
1.875%
1.375%
0.375%
2.125% /
2.75% /
4.15%
6.45% / 2.00%
3.65%
2.125%
(G10yr+57bp)
Maturity
3 years
5 year
4 year
3 year / 5 year
/ 2 year
5 year / 3 year
7 year
10 year
Aa3
AA+ / Aa1
A1/A
A1/A
AAA/Aaa
n/a
AA+/Aa2/AA
Transaction
Details
Issuer
Profile
Rating
31
Bank of China issues China’s first green covered
bond with dual recourse
Company Details
Company
Transaction Details
Bank of China
Issue Date
09 Nov 2016
Rating
Aa3
Issue Size
USD 500 million
Sector
Banks
Coupon
Market
PSM
Maturity
Company Profile
 Bank of China is one of the largest state-owned
commercial banks.
 In the past year China has quickly become the biggest
market for green debt globally, with Chinese borrowers
having raised 39.6% of the $59 billion sold in green
debt so far this year, compared to just 3.6% in 2015.
 The issue was inspired by the work of the G20, which
has seen China and UK work together on a green
finance initiative.
 The structure of both cross-border financing and crossborder guarantee introduces foreign capital to highquality domestic green projects.
 This bond’s rating is the same as the Chinese
sovereign one; the highest international rating of all
Chinese green bonds in history.
Distribution by Investor Type
Banks
73%
Asset Managers
17%
1.875%
Insurers
5%
3 years
Private Banks
4%
Sovereign Wealth Funds
1%
Debt issuance story
 The issue was over 1.8 times oversubscribed with a
final order book of $900 million.
 The bond was priced 95 bps tighter than BoC's senior
unsecured debt with the same tenor.
 The proceeds will be used to fund eligible green
projects in renewable energy, pollution prevention and
control, clean transportation and sustainable water
management.
 The deal is backed by a portfolio of domestic Chinese
climate-aligned bonds which are components of the
China Bond China Climate-Aligned Bond Index.
 The notes offer noteholders dual recourse to both
Bank of China London Branch and the collateral bond
assets.
 The bond was externally reviewed by EY.
 Joint leads: Barclays, BAML, CCB, Crédit Agricole
CIB, Société Générale and Standard Chartered.
Geographical Distribution
Asia
72%
Europe
28%
“The UK and China are working together to develop the
global green bond market, which drives the greening of
the global financial system. “
Sean Kidney, CEO Climate Bonds Initiative
Source: Bloomberg, LSEG database, GlobalCapital
32
Using innovative capital-market mechanisms to
prevent deforestation in developing countries
Company Details
Key Investors
Transaction Details
International Finance Corporation
(part of World Bank Group)
Issue Date
04 Nov 2016
Rating
AAA/Aaa
Issue Size
USD 152 million
Treehouse
Investments
Emerging Markets-focused investor
Sector
Supranational
Yield at issue
1.546%
TIAA-CREF
Teachers’ pension fund
Market
Main Market
Maturity
5 years
QBE
Company
Company profile
 IFC is one of the world’s largest financiers of
climate-smart projects for developing countries,
investing about $19 billion in long-term financing
over the last decade for that purpose.
 The bond was developed with BHP Billiton and
Conservation International. BHP is a global
mining, metals, and petroleum company.
Conservation International is a global non profit
environmental organization.
 “IFC’s Forests Bond demonstrates the power of
innovative capital-market mechanisms to unlock
private sector funds for forest protection.”
Jingdong Hua, IFC Vice President
CalSTRS
Californian pensions giant
Insurance
Debt issuance story
 This is world’s first-of-its-kind bond giving
investors choice between a cash or carbon-credit
coupon. Investors choosing the latter can retire
them to offset corporate greenhouse gas
emissions, or sell them on the carbon market.
 IFC will buy carbon credits from the Kasigau
Corridor REDD project in Kenya with BHP
Billiton providing a price-support mechanism.
 The proceeds will be used to support private
sector development and prevent deforestation in
developing countries.
 Joint leads: BAML, BNP Paribas, JP Morgan.
Source: IFC press release, LSEG database, November 2016
33
Finland’s first Green Bond opens the way for the
transition to low carbon and climate resilient growth
Transaction Details
Company Details
Municipality Finance Plc
Issue Date
04 Oct 2016
Rating
AA+ / Aa1
Issue Size
USD 500 million
Sector
Utilities
Coupon
Market
Main Market
Maturity
Company
Company Profile



Municipality Finance is the leading provider of
financial services to Finland’s local government and
public housing sectors. It is owned by the
Government of Finland, Finnish municipalities and
the public sector pension fund.
MuniFin acts a debt aggregator for municipalities in
Finland enabling small municipalities to access low
cost capital through the bond market despite their
small size.
The size of each bond is based on the finance
requirements of each municipality but bonds are not
ABS’s, just a regular corporate bond backed by.
The result is very high rated bonds and low cost of
capital for small municipalities.
Geographical Distribution
Europe
42%
1.375%
Americas
29%
5 years
Nordic Region
22%
Asia / Pacific
7%
Debt issuance story
 MuniFin’s issue is Finland’s first ever green bond and
was 1.2 times oversubscribed with a final order book
of over $600 million.
 80% of the proceeds will go to climate change
mitigation and adaptation projects and 20% to
environmental management projects.
 Eligible projects are identified in MuniFin’s Green
Framework, drafted in accordance with ICMA’s
GBPs, the Centre for International Climate and
Environmental Research, Oslo and in collaboration
with the Stockholm Environment Institute. CICERO
provided the external review.
Distribution by Investor
Banks
36%
Central Banks / Official
Institutions
32%
Asset Managers
21%
Insurers / Pension Funds
11%
 Joint Leads: BAML, HSBC, SEB and Crédit Agricole.
Source: Bloomberg, LSEG Database, GlobalCapital
34
Using Green bond to finance properties that fulfil energy-efficiency
criteria
Company Details
Company
Transaction Details
SBAB Bank AB
Issue Date
23 June 2016
Market
Main Market
Issue Size
SEK 1 billion / 1 billion
Sector
Financials
Rating
A2/A
Company profile
Yield at issue
Maturity
1.048 / FLT
5 years / 5 years
Debt issuance story
 SBAB is a 100% State owned Swedish mortgage
bank, concentrating on providing mortgages
specifically to the retail segment in Sweden.
SBAB’s market share continues to increase and
the SBAB group is currently the 5th largest
mortgage provider in Sweden. The services SBAB
offers are provided mainly over the internet but
also include a call center in Karlstad, Sweden,
which helps us to run a very efficient set up.
 Sole arranger: Skandinaviska Enskilda Banken
AB
 “Issuing a Green Bond provides an opportunity for
us to diversify our investor base and further
deepen investor dialogue regarding how we jointly
can promote sustainability efforts and
development in the financial and capital markets.”
 The issue was oversubscribed as the book grew
steadily throughout the book-building period and
priced 5bps tighter than their normal non-green
bonds.
 The funds raised by SBAB will exclusively be used
to finance or refinance properties that fullfi a
number of energy-efficiency criteria or
alternatively hold a selectively defined
environmental certification.
35
Using sustainability bond issuance to tap into ESG
investors liquidity pool
Company Details
Company
Transaction Details
Development Bank of Japan
Issue Date
21 Oct 2015
Rating
A1/A
Issue Size
EUR 300 million
Sector
Government
Market
PSM
Press Release
 “DBJ successfully took in new investors by
broadening the asset classed applicable for the new
issue’s use of proceeds.” Goldman Sachs.
 “Following the issuance of the DBJ’s first Green Bond
last year, this inaugural Euro denominated
sustainability bond has positioned the bank as a
clear leader in the rapidly growing SRI fixed income
market. At the same time it enabled the bank to reach
a more diversified investor base including SRI
focused investors” BAML.
 “The transaction attracted both new and existing DBJ
green and sustainability investors, all while achieving
a competitive pricing outcome” JPMorgan.
Yield at issue
0.375%
Maturity
4 years
Debt issuance story
 This bond is the first sustainability bond issued
by a Japanese issuer. DBJ has expanded the
use of proceeds to include DBJ Environmentally
Rated Loan Program in addition to DBJ Green
Building Certification.
 On 7 Oct 2014, DBJ issued its first Green Bond
on London Stock Exchange.
 Joint Leads: Merrill Lynch International, Morgan
Stanley & Co. International, JPMorgan
Securities, Goldman Sachs International.
Distribution by Investor Type
Banks
61%
Asset Manager
13%
Insurance
11%
Central Banks
7%
Others
8%
Geographical Distribution
EMEA
97%
US Offshore
3%
Source: DBJ press release, LSEG database
36
Using Green offshore dual currency bond issuance to finance
green projects
Company Details
Transaction Details
Agricultural Bank of China
Issue Date
20 Oct 2015
Rating
A1/A
Issue Size
$400 million / $500 million /
RMB 600 million
Sector
Financials
Market
PSM
Company
Company profile
 Agricultural Bank of China is one of the top four
commercial banks in China. ABC is one of the first
standing members of the green finance committee
of China Society for Finance and Banking. In 2013,
ABC signed the green credit commitment along with
other financial institutions, and formulated green
credit standards and protocols.
 “The successful issuance and listing of ABC’s green
bonds on the London Stock Exchange not only fulfils
our ambition that was announced as part of the
policy outcomes of the latest UK-China Economic
and Financial Dialogue, but also manifests the close
and fruitful cooperation between Chinese and UK
financial institutions on green finance, climate
change and adaption initiatives.”
Yield at issue
2.125% / 2.75% / 4.15%
Maturity
3 years / 5 years / 2 years
Debt issuance story
 Based on the green bond management framework,
the proceeds from the offering will support
renewable energy, energy efficiency, sustainable
waste management, sustainable use of land, clean
transportation and sustainable water management.
 The listing is the first international Green Bond
issue by a Chinese bank, as well as the first listed
Green RMB bond for ABC on the London Stock
Exchange.
 Joint Leads: ABC, BAML, Barclays, GS HSBC,
JPM, MS, SCB, Wells Fargo.
37
Using Green offshore rupee bond issuance to finance Indian
infrastructure
Company Details
Transaction Details
International Finance Corporation
(part of World Bank Group)
Issue Date
10 Aug 2015
Rating
AAA/Aaa
Issue Size
INR 3.15billion
Sector
Supranational
Market
Main Market
Company
Company profile
 IFC is one of the world’s largest financiers of
climate-smart projects for developing countries,
investing about $11 billion in long-term financing
over the last decade for renewable power,
energy efficiency, sustainable agriculture, green
buildings and private sector adaptation to climate
change.
 “Addressing climate change is a priority for IFC in
India. IFC’s green Masala bond demonstrates
the powerful role of capital markets in mobilizing
savings for climate finance—and a listing in
London allows us to attract the widest possible
range of international investors. Adding the rupee
as a new green bond currency also supports our
goals to strengthen this important asset class.”
Yield at issue
6.45%
Maturity
5 years
Debt issuance story
 Proceeds from the offering used to finance a
green bond issued by Yes Bank, one of India’s
largest commercial banks. Yes Bank invested the
proceeds of its bond in renewable energy and
energy efficiency projects, mainly in the solar and
wind sectors.
 Under its $3 billion offshore rupee Masala bond
program, IFC has issued bonds worth over 103
billion rupees ($1.66 billion) in a range of tenors,
building a triple-A yield curve and attracting new
investors to the London offshore rupee market.
 Sole arranger: JP Morgan.
Source: IFC press release, LSEG database, August 2015
38
Using Green Bonds to expand private investors product
range
Company Details
Company
Transaction Details
World Bank
Issue Date
29 Jun 2015
Rating
AAA/Aaa/AAA
Issue Size
$84 million
Sector
Supranational
Coupon
Linked to Ethical Equity Index
Market
MOT (Borsa Italiana)
Maturity
8 years
Company profile
 World Bank provides low-interest loans and grants
to developing countries. These support a wide
array of investments in such areas as education,
health, infrastructure, and environmental and
natural resource management.
Debt issuance story


 Established in 1944, the World Bank Group is
headquartered in Washington, D.C and employs
more than 10,000 employees worldwide.


 Since its first green bond launched in 2008, the
World Bank has issued 100 green bonds in 18
currencies, totalling over USD 8.4 billion
equivalent.

The bonds were distributed to Italian retail
investors through a network of 16 retail banks and
brokers.
The issue is part of the World Bank’s Green
Growth Bond programme for issuance of retail
instruments in the US and a number of European
markets.
Minimum denomination: $2000.
Bond performance is fixed for the first two years
(1.75% coupon) and then linked to the
performance of the Ethical Europe Equity Index.
Redemption at maturity (100) guaranteed by the
World Bank.
Lead Manager: BNP Paribas.
39
Using Green Bond issuance to tap into retail investor liquidity
Company Details
Company
Transaction Details
Shanks Group plc
Issue Date
16 Jun 2015
Rating
n/a
Issue Size
€100 million
Sector
Waste & Disposal Services
Market
Main Market (LSE)
Company profile
Yield at issue
3.65%
Maturity
7 years
Debt issuance story
 Shanks Group is a leading international waste to
product business.

Shanks is the first UK company to issue Green
Bonds in Euros and list them on LSE.
 Company was founded in 1880 as a construction
company operating primarily in the West of
Scotland under the name of Shanks & McEwan.

The net proceeds of the issue will be used to
finance Shanks' ongoing programme of
investment in sustainable infrastructure.
 Listed on London Stock Exchange’s Main Market
since 1988.

Minimum Denomination: €1000.

Lead Managers: BNP Paribas, KBC Bank.
40
Using Green bond issuance to finance green Railway projects
Transaction Details
Company Details
Transport for London
Issue Date
24 Apr 2015
Rating
AA+/Aa2/AA
Issue Size
GBP 400 million
Sector
Government
Market
Main Market
Company
Yield at issue
Maturity
Company profile
 Transport for London (TfL) is the owner and
operator of the largest integrated transport
networks in Europe. TfL is a statutory corporation
and is a functional body of the Greater London
Authority (GLA).
 UK's leading public sector issuer of capital
markets debt after the UK Government's Debt
Management Office with around £8.5bn of
borrowings raised from a variety of sources and
a further £4.5bn borrowing requirement up to
2021.
 TfL was the first UK corporate to issue sterling
denominated Green bonds.
2.125% (G10yr+57bp)
10 years
Debt issuance story

Third Party opinion provided by DNV GL.

Proceeds will support the objectives of TfL’s
corporate environmental framework, which
includes reducing air pollution in the city,
improving natural resource management and
preparing for potential climate change effects.

Deutsche Bank also publicly announced that
will invest in the bond, which the Bank will
hold within its Green Liquidity Portfolio.

Joint Lead Managers: Deutsche Bank, Bank
of America Merrill Lynch (BoAML).
41
Using Green offshore renminbi bond issuance to finance Chinese
climate-friendly investments
Company Details
Transaction Details
International Finance Corporation
(part of World Bank Group)
Issue Date
17 Jun 2014
Rating
AAA/Aaa
Issue Size
RMB 500 million
Sector
Supranational
Market
Main Market
Company
Company profile
 IFC is one of the world’s largest financiers of
climate-smart projects for developing countries,
investing about $11 billion in long-term financing
over the last decade for renewable power, energy
efficiency, sustainable agriculture, green buildings
and private sector adaptation to climate change.
 “IFC is committed to supporting the development of
China’s capital markets, which are key to creating
access to finance for the private sector and
especially small and medium businesses. We will
continue to seek opportunities to help deepen
liquidity and extend the yield curve for offshore
renminbi assets. The addition of the renminbi as a
new green bond currency also supports our goals to
strengthen this important asset class.”
Yield at issue
2.00%
Maturity
3 years
Debt issuance story
 Proceeds from the offering to support projects to
reduce greenhouse gas emissions—for example,
by rehabilitating power plants and transmission
facilities, installing solar and wind power, and
providing financing for technology that helps
generate and use energy more efficiently.
 In March 2014, IFC became the first multilateral
institution to list renminbi-denominated bonds on
LSE, raising 2 billion renminbi from international
investors. IFC was also the first to set up a
program to regularly issue offshore renminbidenominated discount notes.
 Sole arranger: HSBC.
Source: IFC press release, LSEG database, June 2014
42
Appendix
(general slides)
43
Main Market
Criteria
Security type
Official list status
Main Market
Fixed Income
Listed
Regulated
EU Regulated
Sponsor / Nomad
Not Required
Corporate governance
A Code
Regulatory supervision
UKLA
Legislation
Types of companies
Premise
Eligible investors
LR/PD/TD/MAR/A&Ds
Large multinationals
Debt issuers seeking high profile
listing
Professional and retail
Description
 Flagship Market: The London Stock Exchange’s Main Market is the world’s
most international market for the admission and trading of equity, debt and
other securities, providing access to Europe’s deepest capital pool
 Located at the heart of the world’s leading financial centre: The ideal
home to over 2,600 debt issuers from 60 countries, including many of the
world’s largest, most successful and most dynamic companies
 High Profile Listing: Exposes debt securities to a wide audience of financial
market participants, boosting the profile of the listing
 High regulatory standards: Underpinned by London’s balanced and
globally-respected standards of regulation and corporate governance, the
Main Market represents a badge of quality for every company admitted to and
traded on it and an aspiration for many companies worldwide
 Broad range of eligible investors: The Main Market’s status as a listed and
regulated market offers flexibility both to issuers and holders of debt finance.
Its focus, therefore, is on the broadest range of institutional and retail
investors
 Liquidity: Offers a number of secondary market order-book solutions while
providing access to London’s deep pool of international eurobond liquidity
 Cost saving: Offers cost savings as London is the only major European
listing venue with no annual fees to debt issuers
44
Professional Securities Market
Criteria
PSM
Description
 Lighter Regulation: Outside scope of EU Prospectus and Transparency
Directives
Security type
Official list status
Regulated
Sponsor / Nomad
Fixed Income
Listed
MTF
Not Required
Corporate governance
Domestic
Regulatory supervision
UKLA
Legislation
LR/LP/MAR/A&Ds
Types of companies
Emerging Markets
Premise
Eligible investors
 No EU Passport: Designed to meet financing needs of issuers who do not
require EU passport
 Alternative Accounting Standards: Offers alternative for issuers not wishing
to prepare financial information to IFRS, and ability to report under national
GAAP
 Lower Denomination requirements: Distinction between wholesale and
retail does not apply, which allows securities to be issued in denominations
lower than €100K but under the wholesale regime
 Lower disclosure requirements: Offers full listed status but with lower levels
of disclosure and continuing obligations than what would be required on EURegulated Main Market
 Liquidity: Offers a number of secondary market order-book solutions while
providing access to London’s deep pool of international eurobond liquidity
Debt issuers using local GAAP
Professional only
 Cost saving: Offers cost savings as London is the only major European
listing venue with no annual fees to debt issuers
45
UKLA Listing Requirements Checklist
LR 2
Required by
LR17.2.1
Rule
Description
2.2.1 (1)
Applicant Duly incorporated
The applicant must be validly established according to the relevant laws of its place
2.2.1 (2)
Conformity with constitution
The applicant must be operating in conformity with its constitution
2.2.2 (1)
Conforms with law of place of constitution
Securities must conform with the law of the applicant’s place
2.2.2 (2)
Duly authorised
Securities must be authorised according to the applicant’s constitution
2.2.2 (3)
Statutory and other consents
Securities must have necessary statutory or other consent
2.2.3
Admitted on Recognised Investment
Exchange (RIE)
Securities must be admitted to trading on a RIE market for listed securities
2.2.4 (1)
Freely transferable
The listed securities must be freely transferable
2.2.7 (1)
Minimum market capitalisation
The expected aggregate amount value of the securities must be at least £ 200,000
2.2.9 (1)
Whole class to be listed
If no securities of that class are already listed, the new securities class must relate to all
securities of that class issued or proposed to be issued
2.2.10 (2)(a)
Prospectus approved by FCA and published A prospectus must be approved by the FCA
2.2.10 (2)(b)
Other EEA is Home Member State for the
securities
The relevant competent authority must supply the FCA with a certificate of approval, a
copy of the prospectus as approved and a translation of the summary of the prospectus.
2.2.11 (2)
Listing Particulars approved
Listing particulars for the securities must have been approved by the FCA
2.2.12 (1)
Convertible into listed securities
2.2.12 (2)
Convertible into recognised market
securities
Convertible securities may be admitted to listing only if the securities into which they are
convertible are listed securities
Convertible securities may be admitted to listing only if the securities into which they are
convertible are securities listed on a regulated, regularly operating, recognised open
market
Source: UKLA website
46
Ongoing Obligations of Debt Issuers
London Stock Exchange’s Regulated Market (Main Market) – EEA Regulated
The Professional Securities (PSM) (Unregulated Market) – Exchange Regulated
Relevant
Disclosure and Transparency Rules (DTR)
legislation and
Listing Rules (LR)
rules
Disclosure and Transparency Rules (DTR)
Accounts
Wholesale

The PSM does not distinguish between wholesale and retail issuers.

Issuers with debt securities in denominations of EUR100,000 (or equivalent)
and above do not have to comply with the periodic financial requirements set
out in the Transparency Directive (implemented by DTR 4).


However, under LR 17.3.4, annual report and accounts must be approved and
published within six months of the year end, and must be independently
audited and prepared in accordance with the issuer’s national accounting
standards or IAS.
LR 17.3.4 requires Issuers to publish their annual report and accounts. These
must be approved and published within six months of the year end, and must
be independently audited and prepared in accordance with the issuer’s
national accounting standards or IAS.

No requirement to produce half-yearly reports.

Issuers are required to comply with DTR 2, which details with disclosure and
control of information by issuers, in the same way as an issuer with securities
admitted to trading on a Regulated Market (LR 17.3.9).

Listing Rules (LR)
No requirement to produce half-yearly reports.
Retail
Inside
Information

Annual reports must be prepared and published within four months of the year
end and to be publicly available for at least five years (DTR 4.1.3 and 4.1.4).

Half-yearly reports must be prepared and published within two months of the
period to which it relates and to be publicly available for at least five years
(DTR 4.2.2).

If there is any inside information that directly concerns the issuer, the issuer
must disclose such information as soon as possible through a Regulated
Information Service (RIS) to the market (DTR 2.2).

The issuer, and those acting for it must prepare and keep up-to-date lists of

individuals working for them with access to inside information. The insider list
must name each insider, state the reasons for the insider’s inclusion on the list,
and include the date of creation and update the list (DTR 2.8).

If there is any inside information that directly concerns the issuer, the issuer
must disclose such information as soon as possible through a RIS to the
market (DTR 2.2)
The issuer, and those acting for it must prepare and keep up-to-date lists of
individuals working for them with access to inside information. The insider list
must name each insider, state the reasons for the insider’s inclusion on the list,
and include the date of creation and update the list (DTR 2.8).
47
Ongoing Obligations of Debt Issuers (cont’d)
Dissemination
of Information
Other relevant
continuing
obligations
London Stock Exchange’s Regulated Market (Main Market) – EEA Regulated
The Professional Securities (PSM) (Unregulated Market) – Exchange Regulated

The issuer is required to comply with DTR 6.3, which dictates how information
should be disseminated to the market.

Under LR 17.2.9B, the issuer is required to comply with DTR 6.3, which
dictates how much information should be disseminated to the market.

Information required to be disclosed under the DTRs must fall within the
definition of “regulated information”.

Information required to be disclosured under the DTRs must fall within the
definition of “regulated information”.

Regulated information must be disseminated to as wide a public as possible
and simultaneously in the Home Member State and other EEA states.

Regulated Information must be disseminated to as wide a public as possible
and simultaneously in the Home Member State and other EEA states.

In effect, this rule obliges an issuer to make use of a RIS and adhere to other
minimum requirements when disclosing, for example, inside information.

In effect, this rule obliges an issuer to make use of a RIS and adhere to other
minimum requirements when disclosing, for example, inside information.

An annual report is not required to be communicated to the media in full
unedited text unless it is the type that would be required to be disseminated in
half-yearly financial report.

Ensure equal treatment for all holders of the debt securities ranking pari passu 
in respect of all rights attaching to the debt securities (DTR 6.1.3).

Make public without delay any change in the rights of holders of the debt
securities including changes in the terms and conditions of the debt securities
which could indirectly affect those rights, resulting in particular from a change
in loan terms or in interest rates (DTR 6.1.10).


Publish notices/distribute circulars concerning bondholder meetings, payment
of interest, exercise of conversion, exchange, subscription or cancellation
rights and repayment (DTR 6.1.14).

Make public without delay any new loan issues and in particular of any
guarantee or security in respect thereof (DTR 6.1.11).

Ensure that all the necessary facilities and information are available publicly to
enable holders of the debt securities to exercise their rights (DTR 6.1.4).

Where the issuer proposes to amend its instrument of incorporation or
statutes, it shall provide the draft amendment to the FSA. Such submission
shall be effected without delay and must, at the latest, be provided on the date
of the general meeting called on to vote on, or be informed of, the amendment
(DTR 6.1.2).
All holders of debt securities must be given equal treatment in respect of rights.
Any changes to the rights must be disclosed to the public without delay.
48
Appendix
(data sets)
49
Green Bonds on London Stock Exchange
Green Bonds Listed on London Stock Exchange dedicated Green Bond Segments and Sectors
ISIN
Issuer Name
Coupon(%)
Currency
Amount
Raised
Issue Date
Maturity Date
Market
XS1512929842
Bank of China
1.875
USD
500,000,000
09/11/2016
09/11/2019
PSM
XS1498532271
MuniFin
1.375
USD
500,000,000
04/10/2016
21/09/2021
Main Market
XS1494406074
Nordic Investment Bank
0.5
SEK
1,500,000,000
22/09/2016
22/09/2023
Main Market
XS1467374473
NTPC Ltd
7.375
INR
20,000,000,000
10/08/2016
10/08/2021
PSM
US29874QCW24
European Bank for Reconstruction
0.875
USD
650,000,000
20/07/2016
22/07/2019
Main Market
XS1436518606
SBAB Bank AB
1.048
SEK
1,000,000,000
23/06/2016
23/06/2021
Main Market
XS1436728916
SBAB Bank AB
0.471
SEK
1,000,000,000
23/06/2016
23/06/2021
Main Market
XS1433082861
City of Gothenburg Sweden
0.885
SEK
1,000,000,000
15/06/2016
15/06/2022
Main Market
XS1431730388
Nordic Investment Bank
0.125
EUR
500,000,000
10/06/2016
10/06/2024
Main Market
XS1410341389
Axis Bank Ltd/Dubai
2.875
USD
500,000,000
01/06/2016
01/06/2021
PSM
XS1420355023
Stockholms Lans Landsting
0.75
SEK
15,000,000,000
27/05/2016
27/09/2021
Main Market
XS1402169848
International Finance Corp
4.75
MXN
500,000,000
29/04/2016
29/04/2021
Main Market
US45950VHX73
International Finance Corp
2.125
USD
1,200,000,000
07/04/2016
07/04/2026
Main Market
XS1347786797
Nordic Investment Bank
0.625
SEK
1,000,000,000
20/01/2016
20/01/2021
Main Market
50
Green Bonds on London Stock Exchange
Green Bonds Listed on London Stock Exchange dedicated Green Bond Segments and Sectors
ISIN
Issuer Name
Coupon(%)
Currency
Amount
Raised
Issue Date
Maturity Date
Segment
US45950VHE92
International Finance Corp
1.25
USD
500,000,000
27/11/2015
27/11/2018
Main Market
XS1309485701
Development Bank of Japan Inc
0.375
EUR
300,000,000
21/10/2015
21/10/2019
PSM
XS1303791336
Agricultural Bank of China Ltd
2.75
USD
500,000,000
20/10/2015
20/10/2020
PSM
XS1308276168
Agricultural Bank of China Ltd
2.125
USD
400,000,000
20/10/2015
20/10/2018
PSM
HK0000270386
Agricultural Bank of China Ltd
4.15
CNY
600,000,000
20/10/2015
20/10/2017
PSM
XS1292474282
Nordic Investment Bank
0.375
EUR
500,000,000
17/09/2015
19/09/2022
Main Market
US45950VGQ32
International Finance Corp
6.45
INR
315,000,000,000
10/08/2015
10/08/2020
Main Market
XS1253847815
City of Gothenburg Sweden
1.455
SEK
1,050,000,000
30/06/2015
30/06/2021
Main Market
XS1238024035
Shanks Group PLC
3.65
EUR
100,000,000
16/06/2015
16/06/2022
Main Market
XS1239582502
Stockholms Lans Landsting
1
SEK
15,000,000,000
28/05/2015
28/05/2021
Main Market
XS1239582684
Stockholms Lans Landsting
0
SEK
300,000,000
28/05/2015
28/05/2021
Main Market
XS1222743061
Transport for London
2.125
GBP
400,000,000
24/04/2015
24/04/2025
Main Market
XS1222727536
Nordic Investment Bank
0.155
SEK
1,000,000,000
23/04/2015
23/04/2020
Main Market
XS1117504750
Development Bank of Japan Inc
0.25
EUR
250,000,000
07/10/2014
06/10/2017
PSM
XS1080036939
International Finance Corp
2
CNY
500,000,000
26/06/2014
26/06/2017
Main Market
XS1073488675
City of Gothenburg Sweden
2
SEK
310,000,000
03/06/2014
03/06/2020
Main Market
51
Green Bonds on London Stock Exchange
Green Bonds Listed on London Stock Exchange dedicated Green Bond Segments and Sectors
ISIN
Issuer Name
Coupon(%)
Currency
Amount
Raised
Issue Date
Maturity Date
Segment
XS1073521988
City of Gothenburg Sweden
0
SEK
1,500,000,000
03/06/2014
03/06/2020
Main Market
XS1069348941
Stockholms Lans Landsting
0
SEK
870,000,000
19/05/2014
19/05/2020
Main Market
XS1069349089
Stockholms Lans Landsting
2.125
SEK
230,000,000
19/05/2014
19/05/2020
Main Market
XS1048655184
Unilever PLC
2
GBP
250,000,000
26/03/2014
19/12/2018
Main Market
XS1031495929
Nordic Investment Bank
0
EUR
40,000,000
11/02/2014
11/02/2019
Main Market
XS0976165828
City of Gothenburg Sweden
0
SEK
250,000,000
03/10/2013
03/10/2019
Main Market
XS0976166719
City of Gothenburg Sweden
2.915
SEK
250,000,000
03/10/2013
03/10/2019
Main Market
XS0975173633
Nordic Investment Bank
2.413
SEK
500,000,000
27/09/2013
27/09/2018
Main Market
US29874QCN25
European Bank for Reconstruction
1.625
USD
250,000,000
17/09/2013
10/04/2018
Main Market
XS0824127277
Nordic Investment Bank
2.75
SEK
500,000,000
07/09/2012
07/09/2032
Main Market
52
Green Bonds on Italian MOT
Green Bonds listed on Borsa Italiana MOT markets
ISIN
Issuer
Description
Coupon (%)
Currency of
Issue
Issue Date
Maturity
Market
XS1233613188
IBRD
Notes Linked to the Ethical Europe
Equity Index due July 5, 2023 - Green
Growth Bonds
Floating –
Index linked
USD
28/07/2015
05/07/2023
MOT
XS1198278175
EIB
8.50 per cent. Climate Awareness Bonds
due 27th March, 2019
8.5
TRY
27/02/2015
27/03/2019
MOT
XS1107247725
EIB
1.75 per cent. Eurocooperation (Ecoop)
Bonds due 15th September, 2045
1.75
EUR
09/08/2014
15/09/2045
MOT
XS1247736793
EIB
0.875 per cent. Eurocooperation (Ecoop)
Bonds due 13 September 2024
0.875
EUR
17/06/2015
13/09/2024
MOT
XS1260085037
EIB
0.125 per cent. Eurocooperation (Ecoop)
Bonds due 15 June 2020
0.125
EUR
14/07/2015
15/06/2020
MOT
XS1183208328
EIB
1.00 per cent. Eurocooperation (Ecoop)
Bonds due 14 March 2031
0
EUR
05/02/2015
14/03/2031
MOT
XS1271698612
EIB
0.375 per cent. Eurocooperation (Ecoop)
Bonds due 15 March 2022
0.375
EUR
08/05/2015
15/03/2022
MOT
53
London Stock Exchange’s Fixed Income Team
Primary Markets
Global Head of Fixed Income
Pietro Poletto
+39 02 7242 6243
[email protected]
UK Head of Fixed Income
Darko Hajdukovic
+44 20 7797 3306
[email protected]
Fixed Income Product Specialist
Lillian Georgopoulou
+44 20 7797 3482
[email protected]
Fixed Income Product Specialist
Elena Chimonides
+44 20 7797 1509
[email protected]
Pietro Poletto
Brian Schwieger
+39 02 7242 6243
+44 20 7797 3860
[email protected]
[email protected]
Secondary Markets
Global Co-Heads of Equity, Funds, Fixed Income
For further information refer to www.lseg.com
54
Disclaimer
This presentation/document contains text, data, graphics, photographs, illustrations, artwork, names, logos, trade marks, service marks and information (“Information”) connected with
London Stock Exchange Group plc (“LSEG”). LSEG 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/document may or may not have been prepared by LSEG but is made available without responsibility on the part of LSEG. LSEG
does not guarantee the accuracy, timeliness, completeness, performance or fitness for a particular purpose of the presentation/document or any of the Information. No responsibility is
accepted by or on behalf of the Exchange for any errors, omissions, or inaccurate Information in this presentation/document.
No action should be taken or omitted to be taken in reliance upon Information in this presentation/document. We accept no liability for the results of any action taken on the basis of the
Information.
London Stock Exchange, the London Stock Exchange coat of arms device are trade marks of London Stock Exchange plc.
55