Update January 2010: With the introduction of the New Safekeeping Structure (NSS) for registered notes, the ICSDs have revised certain of their NGN forms, which will in due course be common to the NGN and NSS structures – see further New Safekeeping Structure (registered notes).
June 2006 saw the introduction of a new legal and holding structure for international debt securities issued in global bearer form through Euroclear Bank and Clearstream Banking (Luxembourg).
This new structure (the New Global Note or NGN) will be mandatory for newly issued international debt securities to be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations. It co-exists with the Classical Global Note (CGN) structure serviced by Common Depositaries.
The NGN structure is the result of a market initiative led by the following organisations:
- Euroclear Bank
- Clearstream Banking (Luxembourg)
- the International Capital Market Services Association (ICMSA)
- the International Capital Market Association (ICMA)
- leading issuers and lead managers active in the international capital market
Standard Market Protocol
The design of the NGN structure presented the opportunity to review the operational flows underlying the servicing of international debt securities issued both in CGN and NGN form. The outcome of this review will be incorporated in a Standard Market Protocol (SMP) document, to be published by the ICMSA and ICMA, with the objective of providing guidance on best market practice.
This new holding structure has a limited impact on investors.
The impact on issuers, their agents and lead managers is described in the NGN brochure and Frequently Asked Questions.
Issuers and their agents should also consult the Documents on the legal framework tab of this webpage to find the new required documents for issuing securities in NGN form.
Questions or comments? Contact us via e-mail at NGN@icmagroup.org or telephone Euroclear Bank on + 32 2 224 4527 or Clearstream Banking on + 352 243 32119
The New Global Note structure
The following documents contain general information on the NGN structure and have been approved by the Market Working Group:
NGN brochure: the NGN brochure provides general information on the New Global Note structure, including the impacts for the issuers, their agents and the lead managers.
NGN brochure: updated July 2006
Frequently Asked Questions: this document will be updated when the need for additional explanation is indicated by the market.
Frequently Asked Questions: updated January 2007
General Article (January 2006): the general article provides a high level description of the NGN structure
NGN presentation (June 2006): this PowerPoint presentation can be used by anyone needing to give a presentation on the NGN structure. The presentation contains slides and detailed hand-outs.
NGN STEP guidelines (January 2007): guidelines have been made available for the issuance of STEP-labelled securities in New Global Note form.
Documents for the legal framework
The following documents are required for issuers and their agents when issuing securities in NGN form. The final two documents (Issuer-ICSDs Agreement and Effectuation and Disposal Authorisation) have been prepared by the ICSDs. The other model documents and forms have been prepared by Allen & Overy LLP. Issuers and their agents should also consult the NGN brochure for an overview of all mandatory actions in the issuing process.
- Legal pack (June 2006): the Legal pack describes the mandatory additional wording for the offering and agency services documentation. There is also a mark-up showing changes from the previous version.
- NGN templates (June 2006): the NGN templates should be used by issuers or their agents when issuing securities in NGN form. Separate templates are provided for stand-alone securities and securities under programme.
- Issuer-ICSDs agreement (June 2006): the Issuer-ICSD agreement must be signed by issuers prior to the acceptance of securities in NGN form with Euroclear Bank and Clearstream Banking (Luxembourg). Issuers must send a signed copy of the agreement to Euroclear Bank and Clearstream Banking (Luxembourg).
- Effectuation and Disposal Authorisation (June 2006): the Effectuation and Disposal Authorisation must be signed by issuers when the NGN is delivered electronically, in order to allow the Common Safekeeper to sign the NGN to make it a validly issued security.
To download the documents for the legal framework, click on the links below:
1 June 2006
New Global Note Structure: Legal Pack
1 June 2006
New Global Note Structure: Legal Pack (marked to show changes from previous version)
The following links provide additional information on the new NGN structure, as well as some of the organisations involved in its development:
- ECB Press Release (13 June 2006)
- Collateral eligibility criteria and the eligibility process www.ecb.int/pub/pdf/other/gendoc2005en.pdf
- The International Capital Market Services Association (ICMSA)
www.capmktserv.com focuses on the evolving capital markets and provides a formal platform for all capital market service organisations to ensure the market remains operationally efficient.