Expansion of Dematerialised Eurobonds under English Law to non-UK incorporated issuers
Reference
Clearstream1 and Euroclear2 inform clients that from
November 2026
issuers incorporated in a jurisdiction outside the UK will have the option to issue dematerialised debt securities under English law. The extension will apply to securities issued in standalone form or under a programme facility.
To benefit from this extension, issuers must ensure their issuance programmes are updated prior to any intended issuance from November 2026 onwards:
- Programme updates: Issuers wishing to amend their programmes should submit the relevant updated documentation to the issuance teams3.
- Programme approval: Following review and validation, the ICSDs will confirm acceptance and completion of the programme amendments.
Only programmes approved by the ICSDs will be eligible for dematerialised issuance under English law.
For standalone securities, issuers must ensure their documentation is drafted in alignment with the published guidelines and submitted to the ICSDs via the established channels.
As a key milestone, a pioneering issuance in dematerialised form will be processed in July 2026, ahead of the November 2026 expansion. This landmark transaction will showcase the new issuance model in a live market environment while demonstrating its operational readiness, scalability and benefits to issuers and intermediaries. That issuance will also demonstrate the enhanced framework, helping to support wider adoption ahead of the full rollout.
Future developments
Note: Owing to existing taxation processes, issuer jurisdictions listed below are not currently eligible for inclusion in the November 2026 scope extension.
United States, Italy, Japan, Spain, Czech Republic, Iceland, Portugal, Romania and Switzerland.
These issuer jurisdictions’ tax processes are however under review, and updates regarding their compatibility with dematerialisation will be announced in due course.
European Pre-Issuance Messaging Service (EPIM) dematerialisation enablement
To support dematerialised Eurobond issuance of money market instruments, EPIM has been enhanced with new values and validations4.
Before submitting a dematerialised issuance via EPIM, the relevant programme facility must be enabled for dematerialised securities; otherwise, the request will be rejected.
To minimise user impact, no new fields have been added. Instead, new values have been introduced in existing fields:
- Form of Securities:
- DC = Dematerialised, Clearstream as Common Recordkeeper (CRK)
- DE = Dematerialised, Euroclear as Common Recordkeeper (CRK)
- Security Legal Form:
- D = Dematerialised
These fields must be used consistently: if one indicates a dematerialised security, the other must also be set to the corresponding dematerialised value.
In addition, the ECB Potential Eligibility field becomes mandatory for dematerialised issuances. EPIM will require the field to be completed, although responsibility for selecting the correct value (Yes/No) remains with the dealer or issuer agent.
The selected Common Recordkeeper also affects duplicate detection and ISIN allocation.
For dematerialised securities, transactions with different CRKs may result in distinct ISINs rather than being treated as mark-ups of an existing ISIN. Selecting the correct Form of Securities value is therefore essential.
Detailed documentation, including testing guidance and implementation timelines, will be available during Q3.
Issuance and Processing Taxonomy (IPT)
The ICSDs have developed a data standard for international securities issuance, enhancing the seamless exchange of information throughout the Eurobond acceptance and issuance process.
The standard improves data consistency, efficiency and automation, helping to reduce operational risk and supporting a smoother issuance experience for market participants.
The taxonomy works in tandem with fully dematerialised (paperless) securities issuance, as timely provision of accurate issuance data compresses processing timelines and reduces operational risk.
Further information
Clients can refer to Dematerialized Eurobonds and Dematerialised Eurobonds - International for additional information.
For further information, clients may contact Clearstream Client Services or their Relationship Manager.
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1. Clearstream refers collectively to Clearstream Banking S.A., registered office at 42, avenue John F. Kennedy, L-1855 Luxembourg, and registered with the Luxembourg Trade and Companies Register under number B-9248, and Clearstream Europe AG (for Clearstream Europe AG clients using 6-series accounts), registered office at 61, Mergenthalerallee, 65760 Eschborn, Germany and registered in Register B of the Amtsgericht Frankfurt am Main, Germany under number HRB 7500.
Clearstream Banking S.A. is registered as an Australian CS (Overseas) Facility, under subsection 824B(2) of the Corporations Act 2001, with registration number ARBN 675 244 783.
2. Euroclear refers to Euroclear Bank SA/NV, registered office at 1, Boulevard du Roi Albert II B-1210 Brussels, Belgium, and registered with the Brussels Register of Legal Entities (RPM Brussels) under number 0429.875.591.
3. For Euroclear: Euroclear Bank SA/NV New Issues Department 1 Boulevard du Roi Albert II B-1210 Brussels, Belgium. Email: newissues.issueragreement@euroclear.com.
For Clearstream: Clearstream Banking S.A. New Issues Department 42 Avenue J.F. Kennedy L-1855 Luxembourg. Email: Issuance.programrequest@clearstream.com.
4. The timeline of activation at the ICSDs will be shared in due course.