NGN and NSS templates

The templates should be used by issuers or their agents when issuing securities in NGN or securities issued under the NSS structure.

Separate templates are provided and may be applicable:

• for stand-alone securities and/or securities under programme.
• for eligible NGNs or securities issued under the NSS structure where an issuance is represented by a non-electronic Global Note and physically safekept. 

Please note that ICSDs accept the use of electronic signature under certain conditions. Please refer to Implementation of the use of electronic signatures.

Consequently, for documents signed electronically, originals are not required.

Issuer-ICSD Agreement

An Issuer-ICSD agreement must be signed by the issuer prior to the acceptance of securities in NGN or NSS form by Clearstream Banking (Luxembourg) and Euroclear Bank.

Issuers must send a signed copy of the agreement to Clearstream Banking (Luxembourg) and Euroclear Bank. The agreement shall only become effective and binding on the ICSDs when it is received and acknowledged by them.

Only the version template available on the Clearstream Banking (Luxembourg) and Euroclear Bank website will be considered as the valid version.

Issuer-ICSD agreement may be signed electronically with the use of Simple Electronic Signature¹.

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

Note: The Jurisdiction to be selected on Schedule 1 of the relevant Issuer-ICSD agreement must be completed with the Governing Law that is applicable.

The ICSDs require a new Issuer ICSD agreement for the below cases:

• Any new issue of a Global note (SA or programme)
• If an issuer would like to sign a legacy physical NGN or NSS electronically under a programme launched before 3 June 2024.

The issuer should download the appropriate version of the document, complete the relevant details, sign the document, and send it to each ICSD via email to:

issuance.programrequest@clearstream.com and newissues.issueragreement@euroclear.com

Effectuation and Disposal Authorisation

The Effectuation and Disposal Authorisation is required for all NGNs or securities issued under the NSS structure.

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

The Effectuation and Disposal Authorisation may be signed electronically with the use of Simple Electronic Signature¹. The version of the Effectuation and Disposal Authorisation covering the use of the electronic signature available on the website of the ICSDs is the only version accepted by the ICSDs.     

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:

• Xact File Transfer via Internet
• SwiftNet FileAct
• email to: CSK@clearstream.com

or physically to:

Clearstream Banking
Sec. Counter
Trakehner Strasse 6
60487 Frankfurt am Main
Germany

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

Effectuation Instruction

The Effectuation Instruction is applicable for all NGNs or securities issued under the NSS structure. Where applicable, the Effectuation Instruction must be completed and sent directly to the CSK via the supported communication channels described below. This instruction, to be sent by the issuer agent, is mandatory to enable effectuation.

There are different forms of the Effectuation Instruction depending on whether the security is issued as a stand-alone security or under programme.  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.

The Effectuation Instruction may be signed electronically with the use of Simple Electronic Signature¹. The version of the Effectuation Instruction covering the use of the electronic signature available on the website is the only version accepted by the ICSDs.

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
• email to: CSK@clearstream.com

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 New Safekeeping Structure (NSS) 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 securities, 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 Clearstream Banking (Luxembourg) or Euroclear Bank 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.

The Common Safekeeper (CSK) election form may be signed electronically with the use of Simple Electronic Signature¹. The version of the CSK election form covering the use of the electronic signature available on the website of the ICSDs is the only version accepted by the ICSDs.

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

Legal opinion

For the first NGN issuance for a specific jurisdiction, the issuer, its counsel, the lead manager or the IPA should provide Clearstream Banking (Luxembourg) with a copy of the legal opinion obtained by the issuer on the validity and enforceability of securities under the Governing Law of Issuance and/or Place of Issuer Incorporation of the NGN (whichever is applicable).

The Legal opinion applies to NGNs only

The Legal Opinion is only required by the ICSDs once per jurisdiction.

The jurisdictions already covered are indicated in the list below. The opinion should be sent at least two business days before the issue date of the stand-alone security/first drawdown from the programme via email to the relevant New Issues team:  
newissuesluxemboug@clearstream.com or newissues.programs@euroclear.com or newissues.standalone@euroclear.com

1. The most seen types of SES include:

• A scanned PDF copy of the signed signature page.
• An image of a person’s signature, electronically pasted into an electronic (i.e., soft copy) version of the document 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 document in the appropriate place.

Further details are available in the section Implementation of the use of electronic signatures.