Implementation of the use of electronic signatures
Scope
From 3 June 2024, for all new issuances (NGN, NSS, CGN) and for all issuer jurisdictions, whatever the governing law, ICSD CSKs, Commercial CSKs and Common Depositories can, in principle, accept electronically signed Global Notes. ICSD CSK can accept electronic signature as well on documentation related to NGN/NSS.
For the avoidance of doubt, transaction parties are responsible to ensure the validity of the signature on the issuance documentation including the Global Notes, provided that the party signing have legally assessed that they have capacity and authority to sign electronically in accordance with their applicable laws and regulations. It’s the responsibility of the issuers or the party signing any document to conduct such an assessment.
The use of electronic signatures is optional.
New templates of issuance documentation have been created accordingly, inter alia new templates of the Issuer ICSD Agreements that can be used for all NGN and NSS instruments irrespective of being issued in e-GN or legacy form.
Electronic signature on Global Notes
A prerequisite condition for the ICSDs to accept NGN and physical NSS Global Notes signed electronically is that the new Issuer ICSD agreement has been signed in advance that includes clauses on electronic signature.
For issuances under Programme where the old Issuer ICSD agreement is in place, the issuer is required to send a new, signed version of the Issuer ICSD agreement to the ICSDs before the ICSDs can accept any Global Note signed electronically. The new Issuer ICSD agreement replaces the previous one.
The ICSDs require a new Issuer ICSD agreement in the following cases:
- the new template should be used for any new issue of a Global note irrespective whether e-GN or legacy physical (Standalone or new programme) as from 3 June 2024
- the previous Issuer ICSD agreement should be replaced with the new template for any issue of an e-GN under a programme launched before 3 June 2024
- the previous Issuer ICSD agreement should be replaced with the new template in case an issuer would like to sign electronically a NGN or a NSS non electronic under a programme launched before 3 June 2024.
An electronic signature on CGN (Classical Global Note) can also be accepted and the same principles apply. Transaction parties are responsible to ensure the validity of the signature on the issuance documentation including the Global Notes, provided that the party signing have legally assessed that they have capacity and authority to sign electronically in accordance with their applicable laws and regulations. It’s the responsibility of the issuers or the party signing any document to conduct such an assessment.
Electronic signature on documentation related to NGN/NSS
A pre-requisite for the ICSDs to accept the new template forms linked to the issuance process (independently from the Global Note) is that issuers and/or their agents use the new templates forms with the electronic signature clause. This is applicable to both new stand-alone, new programmes and new securities issued of existing programmes as of 3 June 2024. The use of any previous templates which are signed electronically will be rejected by the ICSDs accordingly.
New templates may be signed electronically and also be sent electronically to the ICSDs.
New templates will supersede existing ones and should therefore be used in all circumstances (including wet ink signature) as of 3 June 2024.
The new templates are listed below:
- CSK election form
- Issuer Effectuation and Disposal Authorisation
- Issuer Effectuation Instruction
- Issuer ICSD agreement for all NGN and NSS
- Issuer Common Safekeeper Authorisation
Note: Final Terms or Pricing Supplements can be accepted in principle by the ICSDs either without a signature1 or signed using an electronic signature, but under certain conditions. The issuer should ensure that such documents are issued in a way that is legally binding and/or comply with the relevant issuers' jurisdiction and/or governing law.
Accepted type of electronic signatures
ICSDs accept SES (Single Electronic Signature) as a minimum electronic signature level usage for issuer documents.
The most seen forms of SES include:
- a scanned PDF copy of the signed signature page being provided;
- an image of a person’s signature being electronically pasted into an electronic version of the contract in the appropriate place; or
- a web-based electronic signing platform (such as DocuSign) being used through which the person’s name in typed or handwritten font is automatically inserted into the contract in the appropriate place.
As for wet-ink signatures, it is required to retain supporting documentation or evidence in relation to the signing of such documents using electronic signatures and have it readily available2 to provide to the ICSDs upon request. The ICSDs do not require such supporting documentation or evidence in relation to the signing on a structural/pro-active basis.
Overview of documents requested from 3 June 2024
NSS or NGN physical Signed wet ink | NSS electronic (e-GN) | NSS or NGN physical signed electronically | CGN | |
Global Note | Yes | Yes (only pdf copy via electronic delivery) | Yes | Yes a |
Issuer ICSD Agreement | Yes New template only b | Yes New template only | Yes New template only c | n/a |
CSK election form | Yes New template only | Yes New template only | Yes New template only | n/a |
Issuer Effectuation and Disposal Authorisation | Yes New template only | n/a | Yes New template only | n/a |
Issuer Effectuation instruction | Yes (if applicable) New template only | n/a | Yes (if applicable) New template only | n/a |
Issuer Common Safekeeper Authorisation | n/a | Yes | n/a | n/a |
a. The CGN can be signed electronically or in wet ink. Transaction parties should ensure that they have legally assessed they can sign electronically in their own jurisdiction
b. For issuance under an existing programme, there no need to resign the new Issuer ICSD agreement if the GN is signed in wet ink. However, if the issuer plans to sign electronically a new issue under an existing programme (before 3 June 2024), a new Issuer ICSD agreement needs to be signed.
c. Please refer to the important note linked to the acceptance principles of the e-signature on Global Notes.
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1. Final Terms or Pricing Supplements are accepted with no signature if there is no dedicated space for signature. If there is a place for signature, the signature must be affixed otherwise the final terms or pricing supplement will be rejected.
2. As communicated by our legal advisors, the evidence may, for example, consist of a tamper-evident PDF containing such electronic records or the relevant email and other correspondence in relation to the signing process or could be by way of confirmation from its agent of the receipt and scanning into PDDF format of the physical original signed global note or certificate