Investment regulation – International (CBL)


Holding restrictions

International securities can be subject to holding restrictions, which are described in each case in the documentation of the offering. The following the restrictions are most commonly imposed:

Note: Thresholds are not applicable.

Issues subject to U.S. holding restrictions

Regulation S and TEFRA D impose “restricted periods” during which distributors generally may not sell the securities to U.S. persons or in the U.S.A. The restricted period is most often 40 days from the closing of the security (or from the completion of the distribution for tranches issued under programs).

TEFRA D also requires certification from the beneficial owner. For details of the certification process, please refer to Announcement A030, United States of America: Electronic certification of beneficial ownership for new issues, dated 12 March 2004.

Japanese eurobonds

Contractual sales restrictions provide that, during the offering period and for 40 days after the issue date, Japanese eurobonds may not be sold to individuals or corporations resident in Japan for Japanese tax purposes unless those individuals or corporations hold their Japanese eurobonds through a Japanese Paying Handling Agent in Japan.

Individuals or corporations resident in Japan for Japanese tax purposes may hold Japanese eurobonds after the end of the 40-day period but they will receive interest payments net of the 15% Japanese withholding tax on interest payments. A certification may also be required from the holder of the securities at the end of the restricted period and/or before interest payments.

For details of the certification process, please refer to Clearstream Banking Market Taxation Guide - Japan.

Issues subject to selling restrictions

Certain issues may be subject to selling restrictions. These restrictions are defined in the terms and conditions of the security.

Disclosure requirements

In principle, international debt securities, international equities and equity-linked instruments and international investment funds are not subject to disclosure requirements.

Exceptions may apply to international debt securities that are subject to local tax.