The evolution of digital bonds: recent milestones on the journey to a digital bond market in Europe (October 2023)
Over the past few years, we have seen a sustained focus on the potential benefits of using blockchain or distributed ledger technology (DLT) in the bond markets and key milestones as individual jurisdictions adapt their legal frameworks, sandboxes are set up for experimentation and innovative issuances attract attention. We consider the current landscape and the legal and market developments we may see next.
The ISSB has published two new sustainability disclosure standards establishing a global baseline that is comprehensive and compatible with existing frameworks. The standards are expected to result in more consistent, reliable and comparable sustainability disclosures, which will aid investors in making better investment decisions and support the transition to a sustainable economy. In this briefing, we outline the key requirements of the new ISSB standards, how they align with pre-existing sustainability disclosure frameworks and their expected impact on companies and investors.
The hybrid nature of convertible bonds combines aspects of both debt and equity and can provide companies with alternative or additional sources of funding. While convertible bonds have a long history across different jurisdictions, the market practice surrounding this instrument has developed in different ways over the years and is continuing to evolve in different European countries. In this briefing, the ninth in our European Capital Markets Briefing Series, we will look at some key issues and differences in practice for equity-linked issuances across a variety of jurisdictions.
In this briefing, the eighth in our European Capital Markets Briefing Series, we look at ESG disclosure requirements in the context of initial public offerings (IPOs) in particular, as well as the key challenges presented by the contrasting requirements for companies preparing to list and those already listed, and the issues surrounding the use of third-party ESG data and ratings. Through this discussion, the briefing highlights the significant progress that needs to be made before ESG considerations are thoroughly and efficiently embedded in the processes of European equity capital markets.
EU Listing Act: EU Commission proposes measures simplifying company listings and capital raises (December 2022)
In this briefing, the seventh in our European Capital Markets Briefing Series, we summarize what we believe are the key amendments proposed in the Listing Act, a short description of the main features of the amendments and, where relevant, their practical context and our own initial assessment.
Guidance and practice around prospectus disclosure: what trends have emerged further to the publication of the ESMA guidance (November 2022)
It has been three years since the Prospectus Regulation became fully effective across the EU and repealed and replaced the Prospectus Directive. The scope of the Prospectus Regulation is further shaped by, amongst others, the European Securities and Markets Authority ("ESMA"), who has published several guidelines, Q&A's and final reports with the aim to help market participants comply with the disclosure requirements set out in the Prospectus Regulation and to enhance consistency across the EU.
On 29 September 2022, the Porsche IPO was priced at EUR 82.50 per share at the top end of the price range. The offering was significantly oversubscribed and concluded the largest IPO by market capitalization in European history with EUR 78 billion at IPO. The Porsche IPO also included a never before implemented pan-European retail offering across six European jurisdictions with approximately 280 million people.
The EU Pilot Regime: accelerating the development of a digital capital market in Europe (September 2022)
From 23 March 2023, for an initial three year period, operators of DLT Market infrastructures will be given the opportunity under the EU Pilot Regime to experiment with the use of DLT in issuance and post-trade processes, free from certain regulatory constraints. This is expected to give rise to an increase in the volume of issuances of financial instruments that are issued, recorded, transferred and stored using DLT in Europe.
The creation of a single market for capital in the EU remains a work in progress, but some key advances have been made so far in 2022. With the backdrop of the global Covid pandemic and the war in Ukraine, it has been noted that it is more critical than ever to deepen and diversify funding sources for companies of all sizes, strengthen Europe's economic resilience and shore up the financial system in order to keep the European economy and European companies competitive. During the first half of 2022, the EU has accordingly taken key steps towards the implementation of the EU Capital Markets Union and its related action plan.
Since the European Commission published its proposal for a Regulation on European green bonds ("EU GBS") in July 2021 as part of its agenda on sustainable finance to meet the goals of the Paris Agreement and the European Green Deal, the draft EU GBS has been widely discussed and commented on. The EU GBS is focused on the alignment of the use of proceeds of European green bonds with the EU Taxonomy, additional reporting requirements for issuers of European green bonds (pre- and post-issuance) as well as regulating the external review process.
SPAC IPOs with listings on European exchanges had a record year in 2021, but the number of listings has slowed in 2022.