NGN and NSS templates
The templates should be used by issuers or their agents when issuing securities in NGN or securities issued under the NSS structure.
Separate templates are provided and may be applicable:
- for stand-alone securities and/or securities under programme.
- for eligible NGNs or securities issued under the NSS structure where an issuance is represented by a non-electronic Global Note and physically safekept.
- for eligible securities issued under the NSS structure where an issuance is represented by an electronic Global Note and electronic safekeeping of such Global Note (e-GN). This currently includes NSS securities issued under English law by a corporate issuer located in England and Wales or Supranational issuer. Issuance of e-GN is allowed from 3 June 2024.
Please note that with effect from 3 June 2024 the ICSDs will accept the use of electronic signature under certain conditions. Please refer to Implementation of the use of electronic signatures.
Consequently, for documents signed electronically, originals are not required.
Issuer-ICSD Agreement
An Issuer-ICSD agreement must be signed by the issuer prior to the acceptance of securities in NGN or NSS form by Clearstream Banking (Luxembourg) and Euroclear Bank.
Issuers must send a signed copy of the agreement to Clearstream Banking (Luxembourg) and Euroclear Bank. The agreement shall only become effective and binding on the ICSDs when it is received and acknowledged by them.
Only the version template available on the Clearstream Banking (Luxembourg) and Euroclear Bank website will be considered as the valid version.
From 3 June 2024
- ICSDs will only accept the new version of the Issuer ICSD agreement which includes clauses covering the electronic signature. Any other version will be rejected.
- Issuer-ICSD agreement may be signed electronically with the use of Simple Electronic Signature1.
An agreement is required once for each programme facility and separately for each stand-alone issue represented by an NGN or NSS.
Note: The Jurisdiction to be selected on Schedule 1 of the relevant Issuer-ICSD agreement must be completed with the Governing Law that is applicable.
The ICSDs require a new Issuer ICSD agreement for the below cases:
- Any new issue of a Global note irrespective whether e-GN or legacy physical (SA or programme) from 3 June 2024
- Any issue of an e-GN under a programme launched before 3 June 2024
- If an issuer would like to sign an NGN or NSS non electronic, electronically under a programme launched before 3 June 2024.
The issuer should download the appropriate version of the document, complete the relevant details, sign the document, and send it to each ICSD via email to:
issueragreements@clearstream.com and newissues.issueragreement@euroclear.com
Effectuation and Disposal Authorisation
The Effectuation and Disposal Authorisation is required for all NGNs or securities issued under the NSS structure where an issuance is represented by a non-electronic Global Note (i.e., physically safekept).
The Effectuation and Disposal Authorisation must be signed by issuers and delivered to the Common Safekeeper, in order to allow the Common Safekeeper to sign the NGN or NSS Global Note to make it a validly issued security.
From 3 June 2024 the Effectuation and Disposal Authorisation may be signed electronically with the use of Simple Electronic Signature1. The updated version of the Effectuation and Disposal Authorisation covering the use of the electronic signature will be the only version accepted by the ICSDs as from that date.
For issues for which Clearstream Banking Luxembourg has been appointed as CSK, Effectuation and Disposal Authorisations should be sent either:
electronically (in PDF Format) via:
- Xact File Transfer via Internet
- SWIFTNet FileAct
- email to: CSK@clearstream.com
or physically to:
Clearstream Banking
Sec. Counter
Trakehner Strasse 6
60487 Frankfurt am Main
Germany
There are different forms of Effectuation and Disposal Authorisation depending on whether the security is issued as a stand-alone security or under a programme. The issue description as it appears on the NGN or physically safekept NSS should be used as the issue description in the Authorisation.
Effectuation Instruction
The Effectuation Instruction is applicable for all NGNs or securities issued under the NSS structure where the issuance is represented by a non-electronic Global Note (i.e., physically safekept). Where applicable, the Effectuation Instruction must be completed and sent directly to the CSK via the supported communication channels described below. This instruction, to be sent by the issuer agent, is mandatory to enable effectuation.
There are different forms of the Effectuation Instruction depending on whether the security is issued as a stand-alone security or under programme. A separate instruction is required for each programme drawdown and for each stand-alone security. However, for stand-alone issues where the NGN or NSS and the effectuation authorisation are delivered on the same day, this effectuation instruction is not required.
From 3 June 2024, the Effectuation Instruction may be signed electronically with the use of Simple Electronic Signature1. The updated version of the Effectuation Instruction covering the use of the electronic signature will be the only version accepted by the ICSDs as from that date.
For issues for which Clearstream Banking Luxembourg has been appointed as CSK, the Effectuation Instruction should be sent electronically (in PDF format) via:
- Xact File Transfer via Internet
- SWIFTNet FileAct
- email to: CSK@clearstream.com
Common Safekeeper Authorisation
The Common Safekeeper Authorisation is applicable for securities issued under the NSS structure where the issuance is represented by an electronic Global Note (that is, issued and safekept electronically). This document is mandatory and provides authorisation for the electronic safekeeping of the Global Note (including the removal of such Global Note from the electronic vault upon maturity and final redemption) and replaces the Effectuation and Disposal Authorisation (which is applicable to non-electronic Global Note issued and safekept physically) in such cases.
There are different forms of the Common Safekeeper Authorisation depending on whether the security is issued as a stand-alone security or under programme.
The Common Safekeeper Authorisation should be signed electronically with the use of Simple Electronic Signature1.
For issues for which Clearstream Banking Luxembourg has been appointed as CSK, the appropriate version of the Common Safekeeper Authorisation should be selected, downloaded, completed, signed electronically, and sent electronically (in PDF Format) via:
• Xact File Transfer via Internet
• SWIFTNet FileAct
• email to: CSK@clearstream.com
Common Safekeeper (CSK) election form
The election of either ICSD as Common Safekeeper (CSK) occurs for securities in New Global Note (NGN) form or in New Safekeeping Structure (NSS) which:
- are issued by an entity resident in a European Economic Area (EEA) or G-10 country, or by a supranational entity;
- are denominated in an ECB-eligible currency; and
- where the issue documentation indicates that the security is to be held in a manner that would allow it to be eligible as collateral for Eurosystem intra-day credit and monetary policy operations.
The ICSDs will allocate the Common Safekeeper mandate to either ICSD in accordance with the preference of the issuer agent in charge of the deposit of the securities, that is:
- the issuing and paying agent for securities issued under programme; or
- the principal paying agent or the fiscal agent for securities issued on a standalone basis.
To express such preference, the issuer agent must complete the relevant details and sign the Common Safekeeper election form to appoint Clearstream Banking (Luxembourg) or Euroclear Bank as the CSK.
The appointment can be made either for:
- all new securities (standing instruction);
- the security (for stand-alone debt security only);
- all securities under the relevant programme facilities.
As from June 3, 2024 the Common Safekeeper (CSK) election form may be signed electronically with the use of Simple Electronic Signature1. The updated version of the CSK election form covering the use of the electronic signature will be the only version accepted by the ICSDs as from that date.
A signed copy should be sent to each ICSD via email to the relevant New Issues team for the issuer agent either newissueslondon@clearstream.com or newissuesluxemboug@clearstream.com and newissues.programs@euroclear.com
Legal opinion
For the first NGN issuance for a specific jurisdiction, the issuer, its counsel, the lead manager or the IPA should provide Clearstream Banking (Luxembourg) with a copy of the legal opinion obtained by the issuer on the validity and enforceability of securities under the Governing Law of Issuance and/or Place of Issuer Incorporation of the NGN (whichever is applicable).
The Legal opinion applies to NGNs only
The Legal Opinion is only required by the ICSDs once per jurisdiction.
The jurisdictions already covered are indicated in the list below. The opinion should be sent at least two business days before the issue date of the stand-alone security/first drawdown from the programme via email to the relevant New Issues team either newissueslondon@clearstream.com or newissuesluxembourg@clearstream.com and newissues.programs@euroclear.com or newissues.standalone@euroclear.com
1. The most seen types of SES include:
- A scanned PDF copy of the signed signature page.
- An image of a person’s signature, electronically pasted into an electronic (i.e., soft copy) version of the document in the appropriate place.
- A web-based electronic signing platform (such as DocuSign) through which the person’s name in typed or handwritten font is automatically inserted into the document in the appropriate place.
Further details are available in the section Implementation of the use of electronic signatures.