New Safekeeping Structure (e-GN)
Effective 3 June 2024
In addition to the New Safekeeping Structure (non-electronic), Clearstream Banking and Euroclear Bank are now offering issuers the option to issue and safekeep securities electronically under New Safekeeping Structure (NSS) referred to as electronic Global Notes (e-GN).
Scope of electronic Global Notes
- New issuance of registered NSS securities;
- Governed by English law; and,
- Issued by non-governmental issuers (that is, corporates and financial institutions) located in England and Wales or all Supranational issuers (where that supranational issuer, does not have a jurisdiction of incorporation).
What can be issued as an e-GN?
Any security that:
- complies with the current New Safekeeping Structure (NSS) criteria;
- complies with the e-GN scope at the time of issuance;
- has supporting legal documentation explicitly allowing such e-GN issuance, in line with the new “New Safekeeping Structure Electronic Safekeeping Legal Pack”.
What cannot be issued as an e-GN?
For both standalone and drawdowns under a programme:
- An intended fungible tranche in e-GN form, that is to funge with the parent issuance which was originally issued as a physically held Global Note.
- An intended fungible tranche physically held Global Note that is to funge with the parent issuance which was originally issue as an e-GN.
The key principle being that a security (and any further tranche issuances) cannot be held partially in a physical vault and partially in an electronic vault, that is a security can only be held in one form and in one safekeeping location, either in a physical vault or in an e-vault (forms and safekeeping locations cannot be co-mingled).
Under the above scope, only the following issuances can be issued as e-GN:
Issuance of a new standalone;
Issuance of a new programme;
Issuance under an existing programme (created before 3 June 2024). In this case, the issuance documentation (including master global, agency agreements, etc) must be updated to reflect the electronic issuance and safekeeping and a new Issuer ICSD agreement will have to be re-signed.
Note: Eurosystem collateral eligibility criteria is not impacted with the introduction of e-GN issuances. E-GNs that are intended to meet the Eurosystem eligibility criteria can be issued in e-GN form through the ICSDs.
Electronic signature on documentation related to NGN/NSS
All documents related to the issuance of e-GNs may be signed electronically from 3 June 2024 using any of the various acceptable forms of electronic signature.
To cover the use of electronic signature, new versions of the existing documents will be applicable as from 3 June 2024.
The new templates will replace the current ones (regardless of whether the transaction parties have opted to sign electronically or still want to sign wet ink) and any other version will be rejected by the ICSDs.
Accepted types of electronic signature
Flexibility is offered in terms of type of electronic signature. An issuer may choose any form of the electronic inclusion of a handwritten signature, a generic handwriting font, a typed font or otherwise. Such electronic signing could also be in the form of an electronic copy of the physical global note signed by original wet ink signature if an issuer preference is to physically sign the global note. If the issuer wants to use Simple Electronic Signatures (SES), which is the minimum standard required, most common forms of SES seen include:
- A scanned PDF copy of the signed signature page;
- An image of a person’s signature, electronically pasted into an electronic version of the documentation 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 documentation in the appropriate place.