Selling restrictions in debt capital markets documentation
Selling restrictions in debt capital markets documentation

The following Banking & Finance guidance note provides comprehensive and up to date legal information covering:

  • Selling restrictions in debt capital markets documentation
  • Selling restrictions—purpose
  • International securities laws and regulations covered in selling restrictions
  • Prospectus Regulation
  • PRIIPs and MiFID II
  • Example language

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 limited extent agreed), but the UK must continue to adhere to its obligations under EU law (including EU treaties, legislation, principles and international agreements) and submit to the continuing jurisdiction of the Court of Justice of the European Union in accordance with the transitional arrangements in Part 4 of the Withdrawal Agreement. For further reading, see: Brexit—introduction to the Withdrawal Agreement. This has an impact on this Practice Note. For guidance, see Practice Note: Brexit—impact on finance transactions—Brexit planning and impact—key issues for debt capital markets transactions and Brexit—impact on finance transactions—Derivatives and debt capital markets transactions—key SIs.

Selling restrictions—purpose

In debt capital markets transactions, the offer and distribution of the debt securities is usually controlled by the investment banks acting as lead managers (in the case of standalone issues) or dealers (in the case of issues under a programme). The issuer itself does not make offers to investors. For information on the differences between standalone issues