NGN and NSS Templates

23.08.2019

The templates should be used by issuers or their agents when issuing securities in NGN or NSS form. Separate templates are provided for stand-alone securities and securities under this programme. The legal opinion only applies to NGNs.

Issuer-ICSD Agreement

An Issuer-ICSD agreement must be signed by the issuer prior to the acceptance of securities in NGN or NSS form with Euroclear Bank and Clearstream Banking (Luxembourg). Issuers must send a signed copy of the agreement to Euroclear Bank and Clearstream Banking (Luxembourg). The agreement shall only become effective and binding on the ICSDs when it is received by them.

An agreement is required once for each programme and separately for each stand-alone issue represented by an NGN or NSS.

The issuer or its agent should download the appropriate version of the document, print two copies, complete the relevant details and sign the documents. A signed copy may be sent to each ICSD via email to:

issueragreements@clearstream.com and issueragreements@euroclear.com

or via fax to:

CBL: +44 (0)207 862 7005 and Euroclear Bank: +32 (0) 2 224 1421.

The document for stand-alone issues or for programme issues should be selected as appropriate.

One signed hard copy should be sent to each of the ICSDs at the addresses indicated on the agreement.

Effectuation and Disposal Authorisation

The Effectuation and Disposal Authorisation must be signed by issuers when the NGN or NSS is delivered electronically to the Common Safekeeper, in order to allow the Common Safekeeper to sign the NGN or NSS to make it a validly issued security.

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:

or physically to:

Clearstream Banking
CSK-Desk
Neue Börsenstrasse 8
60487 Frankfurt am Main
Germany

There are different forms of Effectuation and Disposal Authorisation depending on whether the NGN or NSS is issued as a stand-alone security or under a programme. The issue description as it appears on the NGN or NSS should be used as the issue description in the Authorisation.

Please note that when an electronic version is sent to the CSK, the original document must be sent immediately afterwards to the abovementioned addresse.

Effectuation Instruction

The Effectuation Instruction must be completed and sent directly to the CSK for NGNs or securities issued under the NSS that are delivered to the CSK via the secured electronic communication channel. This instruction, to be sent by the issuer agent, is mandatory to enable effectuation. 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.

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
  • Fax +49 69 211 17471.

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 registered form Classical Global Note (CGN) 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 certificates, 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 Euroclear or Clearstream 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.

A signed copy should be sent to each ICSD via email to the relevant Clearstream New Issues team for the issuer agent  either newissueslondon@clearstream.com or newissuesluxemboug@clearstream.com and newissues.programs@euroclear.com

Legal opinion

The Legal opinion applies to NGNs only and provides information about the ICSDs' requirements and indicates those jurisdictions for which copies of legal opinions have already been received.

Further New Issues information