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GLOSSARY

Debt Securities definition

Published by a LexisNexis Banking & Finance expert

What does Debt Securities mean?

Debt instruments constituted by a deed under which the borrower agrees with a creditor to repay a loan, usually with interest, within a given time frame.

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Issuing notes (drawdowns) under a medium term note (MTN) programme—timeline of process

Issuing notes (drawdowns) under a medium term note (MTN) programme—timeline of process Introduction The process for setting up a medium term note (MTN) programme is set out in Practice Note: Setting up an MTN Programme—timeline of process. This Practice Note focuses on the process for an issuance of notes (known as a drawdown) under an MTN programme (a programme) once the programme has been established. Type of drawdown A programme will usually provide for two types of drawdowns: • a drawdown agreed by the issuer and a dealer (a dealer drawdown), and • a drawdown agreed by the issuer and a group (or syndicate) of dealers (a syndicated drawdown) In addition, a programme will usually allow additional dealers to accede to the programme, either as permanent members of the dealer panel or for the purposes of a single drawdown. Notification to dealer(s) The issuer notifies the dealer(s) that it intends to drawdown under the programme—this can be done by way of a term sheet or by way of an...

Terms and conditions—first time issuer's negotiation checklist

Terms and conditions—first time issuer's negotiation checklist What this checklist covers This checklist outlines the key points that a lawyer advising a first time issuer should check and, if necessary, seek to amend when reviewing English law terms and conditions for an issue of debt securities. This checklist contains material relevant to: • secured and unsecured debt securities • debt securities constituted by a trust deed, and • debt securities issued without trust deeds, such as: ◦ debt securities issued under a fiscal agency structure—for information on fiscal agents, see Practice Note: Role of a fiscal agent, and ◦ debt securities constituted by an instrument executed by the issuer (and guarantor, if applicable) without a trustee, of the kind used in issues of mini-bonds (a bond instrument) This checklist should be read together with Practice Note: Terms and conditions—first time issuer's guide, which: • explains the practical aspects of the key individual provisions (conditions) usually found in the terms and conditions of debt securities • compares them with the...

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Listing debt securities on Euronext Dublin—flowchart

Listing debt securities on Euronext Dublin—flowchart This flowchart assumes that the issuer: • has listed debt securities before, and

Listing debt securities in London—flowchart

Listing debt securities in London—flowchart This flowchart assumes that the issuer: • has issued debt

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Corporate—key resources for in-house lawyers

Corporate—key resources for in-house lawyers This note provides a navigational guide to Corporate content and resources that may be of particular interest to in-house lawyers. Keeping up-to-date Current awareness service News and other items of topical interest are available via the daily email alert and also housed within the News tab which can be found on the Corporate homepage. Our News tab contains: • news stories, case digests and legislation updates • news analysis pieces written by external practitioners, members of the Corporate team, and other practice area teams (where relevant for corporate lawyers) • the Corporate and Market Standards weekly highlights newsletters • daily Market Standards round-ups, listing announcements of the latest public company deals We also publish a weekly highlights newsletter highlighting the latest news stories (organised on a topic basis), as well as upcoming dates for the diary and details of newly-published and updated content. See: Corporate weekly highlights—overview. It is easy to set up daily and weekly email updates to...

Trombone rights issue

Trombone rights issue This Practice Note explains the nature and typical structure of a trombone rights issue. It also explains why and when a company may carry out a trombone rights issue. See Practice Note: Rights issues—key considerations for further information on rights issues. What is a trombone rights issue? Trombone rights issues are commonly used where a listed company wishes to fund an acquisition by a rights issue (usually in the form of convertible securities), but the acquisition is subject to a condition or conditions which cannot be fulfilled before the rights issue is launched (ie obtaining competition authority approvals). In that context, a listed company, will typically structure the acquisition and the rights issue in one of two ways, either the: • acquisition and the rights issue are inter-conditional, or • rights issue is not conditional on completion of the acquisition, so as to avoid the risk of being left with the proceeds of a rights issue if the acquisition does not complete for any...

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Charge over shares held in CREST plug in clauses for an equitable share charge

Charge over shares held in CREST plug in clauses for an equitable share charge DEFINITIONS The following definitions need to be added to and the definitions of Related Rights, Secured Assets, Shares and Specific Shares need to be deleted from Clause 1.1 (Definitions) of Precedent: Share charge (granted by the borrower): single company chargor—bilateral—specific monies. CREST • means the electronic settlement system operated by Euroclear UK and International Limited (incorporated in England and Wales with registered number 2878738) for UK securities, or any successor system from time to time; Escrow Account • means an escrow account in CREST in the Chargor's name or otherwise referable to that Chargor (the operating procedures for which permit only the escrow agent to give instructions to CREST in respect of the Specific Securities charged under this Deed held in that escrow account); Related Rights • means all of the present and future rights to: (a) dividends, distributions, interest and other income from the Securities; (b) allotments, rights, money or property...

Qualifying holding advance assurance letter—VCT

Qualifying holding advance assurance letter—VCT Venture Capital Reliefs Team HM Revenue and Customs WMBC BX9 1QL [Insert date] [ Commercially sensitive information ] Dear [insert organisation name] Proposed investment by venture capital trust—request for advance assurance of qualifying holding in [name of company] 1 Background to the advance assurance request and our authority to act as agent 1.1 We are writing to request the advance assurance of HM Revenue & Customs (HMRC) that: 1.1.1 the shares [and securities] proposed to be issued by the [name of company] (the Company) to [name of VCT] (the VCT), which is managed by [insert name of VCT manager], as outlined in this letter (the Relevant Holding) will constitute a qualifying holding for the purposes of Chapter 4 of Part 6 to the Income Tax Act 2007 (ITA 2007); and 1.1.2 the [insert number of shares] [insert nominal value] ordinary shares proposed to be issued by the Company to the VCT at a price of [insert amount]...

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I act for a small company which is having trouble obtaining bank finance—would an issue of mini-bonds be a viable alternative?

I act for a small company which is having trouble obtaining bank finance—would an issue of mini-bonds be a viable alternative? IP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit transition/implementation period entered into following the UK’s withdrawal from the EU. At this point in time (referred to in UK law as ‘IP completion day’), key transitional arrangements come to an end and significant changes begin to take effect across the UK’s legal regime. This document contains guidance on subjects impacted by these changes. Before continuing your research, see Practice Note: What does IP completion day mean for DCM lawyers? [Archived] BREXIT: As of 31 January 2020, the UK is no longer an EU Member State, but has entered an implementation period during which it continues to be treated by the EU as a Member State for many purposes. As a third country, the UK can no longer participate in the EU’s political institutions, agencies, offices, bodies and governance structures (except to the...

What documents need to be on display at the AGM of a premium listed company?

What documents need to be on display at the AGM of a premium listed company? Where a premium listed company is amending or approving certain documents and such documents are not circulated to the shareholders, they must be displayed at the general meeting at least 15 minutes before and for the duration of the meeting. The relevant documents are: • the articles of association • any employee share scheme or long-term incentive plan • any trust deed or equivalent document securing or constituting debt securities The above documents must be available for inspection in the City of London from the date the notice of AGM is sent until the close of the meeting. They must also be available at the AGM for at least 15 minutes before and during the meeting. In addition, the UK Corporate Governance Code (see section B.3.2 and

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Banking and Finance weekly highlights—12 June 2025

This week's edition of Banking and Finance weekly highlights includes: (1) the Law Commission launches a consultation on reforms to private international law in the context of digital assets and electronic trade documents; (2) ISDA publishes position paper on Commission's proposed sustainability omnibus package; and (3) the European Commission launches free sanctions compliance helpdesk for SMEs.

Banking and Finance weekly highlights—15 May 2025

This week's edition of Banking and Finance weekly highlights includes: (1) the High Court judgment in Celestial Aviation Trading looking at an application to vary an interim payment order due to the risk of a sanctions breach; (2) ISDA extends DRR for revised MiFID II/MiFIR reporting; and (3) ISDA publishes new governance committee proposal for CDS Determinations Committees.

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