Listing of bonds, convertibles, structured notes and debt issuance

Listing of bonds, convertibles, structured notes and debt issuance

Listing of bonds, convertibles, structured notes and debt
issuance programmes on the Vienna Stock Exchange
May 2017
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
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
523
229
(43%)
82
(16%)
201
(28%)
11
(3%)
3,142
425
(14%)
1,992
(63%)
Number
of bonds
439
(14%)
# issuers
3
286
(9%)
Total
Public sector
Financial
sector
Corporate
sector
Performance
linked bonds
271
19
106
105
41
International bond listings at Vienna Stock exchange
are growing fast
New listing of bonds from international issuers at VSE
154
120
CAGR
+47%
p.a.
129
13.1
Number
of listings
48
7.9
8.8
+43%
p.a.
4.5
Issued
volume
€b
2013
2014
2015
YTD Ultimo
4
2016
Bonds listed at VSE MTF (Third market) have increased
significantly
MTF
Outstanding bonds
Regulated Market
#
Volume
3,420
803
2,617
2013
3,293
3,387
548
CAGR
CAGR
894
1,275
2,399
2014
1,238
+15%
p.a.
338
28
337
35
260
235
2,112
1,977
310
302
308
313
2015
2016
2013
2014
2015
2016
Ultimo
5
568
3,215
Ultimo
+103%
p.a.
Main countries of VSE international bond activity
UK
Ireland
Italy
Spain
6
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:
Corporate bonds
Corporate bonds
Equity-linked bonds
Equity-linked bond
Equity-linked bond
 Barilla G.e.R. Frat.:
USD senior notes
 Azimut:
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
7
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)
Overview of the listing segments
Official Market
Second Regulated
Market
Third Market (MTF)
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
Type of
market
8
Clear market segmentation at VSE
Market segmentation of Vienna Stock Exchange
equity
market.at
structured
products.at
Prime market
Certificates
Public sector
Mid market
Exchange
traded funds
Corporates
prime
Standard
market
Warrants
Corporates
standard
Regulated Market
Regulated Market
and Third Market
as MTF
9
other
securities.at
bond
market.at
 Sovereigns, public entities
 Non-financial corporate issuers
inclusive convertible bonds and
exchangeable bonds
Financial
sector
 Banks, insurance companies
Performancelinked bonds
 Structured notes, but not
certificates
Focus here
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
Info service provider 
ad-hoc-disclosure
10
Central Securities
Depository (CSD) 
custody of global note
Clearing system 
ISIN code
Flexible and independent admission process ensures
speedy processes
Competent authorities
Admission to listing regulated markets/entry
into the MTF
 The Vienna Stock Exchange runs the Third
Market and decides on applications concerning
entry of securities to the Third Market (MTF)
Admission for listing of
bonds issued by
financial institutions or
by listed companies
(and their subsidiaries)
as well as debt
issuance programmes
within
 Listing is independent from the authority where
the prospectus was approved
three days !
 The Vienna Stock Exchange is the competent
authority for admission to listing securities on a
regulated market
11
“Easy listing”: Fast admission and listing process
Planning
Draft info
memo
Application
 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
Approval /
Admission
Listing
Post listing
12
 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
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
Third Market (MTF) – Requirements for entry
Required documents (electronically)
Other aspects
 Articles of association of the issuer
 Application: Signed by
 EU bank or
 EU licensed investment firm or
 law firm (with capital market experience); the
issuer does not have to sign
 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
 NO prospectus requirement for entering the
Third Market; in case a prospectus exists (due to
a public offer) please provide this prospectus
14
 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
Third Market (MTF) – Obligations during the listing
Information in case of material changes concerning
NO…
 the bond (especially early redemption, default,
interest rate change for FRNs)
 NO disclosure requirements for the issuer (e.g.
annual financial statements)
 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 duty to submit annual financial statements to
Vienna Stock Exchange
(per e-mail to [email protected])
15
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
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
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
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 e-mail (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
Clear setup for trading, clearing and settlement, price
dissemination
Trading in bonds
Clearing and settlement
 Bonds are traded on XETRA
trading system
 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
 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)
20
 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 (www.wienerborse.at)
 Best bid and best ask quote are
shown on the website of Vienna
Stock Exchange and also
disseminated to data vendors
Competitive listing fees (one-off)
Listing fees for bonds (one-off fee)
Extras
Listing of bonds within one calendar year
(issuers from financial and public sector)
 Bonds with a tenor of 1 year
maximum: € 500 listing fee,
these short term bonds are
excluded from the schedule
Number of bonds per
issuer
1 – 10
11 – 20
21 – 30
31 – 50
more than
51
Fee per bond (ISIN)
Regulated Markets
€ 1,700
€ 1,500
€ 1,200
€ 900
€ 500
Fee per bond (ISIN)
Third Market (MTF)
 Stand alone issues: Fee for
the admission procedure of
€ 200 per bond (ISIN) IN
ADDITION to the listing fee
€ 500
Listing of bonds from the corporate sector
Fee per bond (ISIN)
Regulated Markets
€ 2,700
Fee per bond (ISIN)
Third Market (MTF)
€ 1,700
Fee per bond (ISIN)
Third Market (MTF) for issuers/guarantors listed in an
EU regulated market
€ 1,000
21
Competitive annual fees
Bonds from financial and public sector
Fee per bond (ISIN) for
each calendar year of
the listing
Corporate bonds
Fee per bond (ISIN)
Cap per year for for each calendar year of
Cap per year for
each issuer for all the listing in the segment each issuer for all
new listings
new listings
„corporates standard“
Regulated
Markets
€ 200
€ 7,800
€ 300
€ 7,800
Third Market
(MTF)
€ 100
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)
22
Calculation/payment equal to all other bonds
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
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
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
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
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 e-mail 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