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Primary Markets Notwithstanding ongoing geopolitical and macroeconomic challenges (with notable additional challenges stemming from trade tariffs and sovereign indebtedness levels), international issuance activity ended up being buoyant across all issuer sectors (sovereign, supranational & agency, financial, corporate and emerging market). Meanwhile, various regulatory and other developments continued apace, notably with the EU continuing its further Capital Markets Union (CMU2) work and initiating a new Savings & Investment Union (SIU) agenda and the UK continuing its post-Brexit reforms. In this context, ICMA’s primary market communities continued to be busy through their main committees (and related working groups) – notably:
ICMA’s issuer community explored the major trends in issuance and investment that are shaping current issuance strategies, driven in part by growing interest in hybrid products, alternative markets and currencies, private credit and developments in sustainable finance (in the context of shifts in sentiment and increased scrutiny). Other key themes included managing investor relations and navigating fast-moving technology and innovation trends. Areas of attention included the broader implications of the US presidential election to developments in DLT issuance and emerging AI use cases. ICMA’s underwriter community engaged heavily in regulatory initiatives, responding to consultations on the new UK POATRs (prospectus) and CCI (PRIIPs replacement) regimes (as well as on product governance regime amendments), on the EU prospectus regime (regarding follow-on prospectuses and prospectus supplement flexibility) and SIU initiative (regarding issuance aspects) and on a US SEC concept release on foreign private issuer eligibility. Focus continued around UK final and EU interim prospectus regime conclusions (notably in terms of UK regime retail provisions and EU regime ESG provisions), on the UK CCI regime (ahead of conclusions expected by year end), on EU CMU Retail Investment Strategy co-legislator negotiations (notably regarding the EU PRIIPs, MiFID product governance and MiFID inducement regimes) and on ICMA’s prior suggestion for a 24-hour grace period for new issue settlements under the EU CSDR’s cash penalties regime. ICMA began considering an OECD consultation on corporate bond issuer guidelines (having earlier hosted a webinar with the OECD on corporate bond market regulatory frameworks and trends) and a proposed EU SIU Market Integration Package. ICMA’s underwriter community also continued its market practice focus, notably trying to include some issuance programme provisions in drawdown documentation (in Asia), trying to facilitate Canadian investor participation in international transactions, liaising with the Financial Markets Standards Board on its grey market trading work, considering the impact of an EU Court of Justice case on asymmetric jurisdiction clauses, liaising with the two ICSDs Euroclear and Clearstream on their dematerialisation initiative, considering various ESG practices (around ESG coordinator roles and around EU green bond fact sheets), adopting a confidentiality agreement template (with the Association for Financial Markets in Europe) and starting to update ICMA model provisions in relation to the new UK POATRs prospectus regime and to UK product governance regime amendments). ICMA’s issuer and underwriter communities both participated in ICMA’s Primary Market Innovation Project (PMIP), which involved six stakeholder roundtables and two ecosystem discussions – resulting in a subsequent paper, a renewed focus on ICMA Bond Data Taxonomy (BDT) implementation and the initiation of the PMIP NextGen project. ICMA’s commercial paper community devoted significant attention to the question of how to scale up the European commercial paper market. This resulted in the release of a paper identifying the structural and regulatory factors that currently constrain growth and outlines practical recommendations and potential pathways for developing a deeper, more resilient European commercial paper market. At the request of the South African Reserve Bank, ICMA continued to provide guidance on the transition from the Johannesburg Interbank Average Rate (JIBAR) to the South African Rand Overnight Index Average (ZARONIA). In the area of securitisation, ICMA (through engagement with ICMA’s Securitisation Taskforce) joined other trade associations in responding to an ESMA consultation on the disclosure framework for private securitisation and in issuing a statement on certain buyside perspectives on the EU securitisation review. ICMA also responded to the securitisation aspects of the EU SIU consultation. ICMA also ran several events – a third edition of its European Primary Bond Markets Regulation Conference (together with A&O Shearman) in February gathering around 230 participants (followed by a related ICMA / A&O Shearman podcast) and a 19th edition of its European Primary Market Forum (hosted by DLA Piper) in November gathering over 150 participants, as well as initiating Eurobond briefing sessions for policymakers. ICMA will likely continue much of this work into 2026. Contact: ICMAPrimaryMarkets@icmagroup.org |
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