Regulation 833/2014 concerning restrictive measures in view of Russia’s actions destabilising the situation in Ukraine (the "Regulation") came into force with effect from 1 August 2014.
In light of the Regulation, the UKLA is requiring corporate and financial institution issuers to confirm that they do not fall within Article 5(b) or (c) of the Regulation when they file prospectuses or final terms.
Article 5 of the Regulation imposes restrictions on access to the European capital markets for certain financial institutions. It states that:“It shall be prohibited to directly or indirectly purchase, sell, provide brokering or assistance in the issuance of, or otherwise deal with transferable securities and money-market instruments with a maturity exceeding 90 days, issued after 1 August 2014 by:
- a major credit institution or other major institution having an explicit mandate to promote competitiveness of the Russian economy, its diversification and encouragement of investment, established in Russia with over 50 % public ownership or control as of 1 August 2014, as listed in Annex III; or
- a legal person, entity or body established outside the Union whose proprietary rights are owned for more than 50 % by an entity listed in Annex III; or
- a legal person, entity or body acting on behalf or at the direction of an entity referred to in point (b) of this paragraph or listed in Annex III.”
The definition of "brokering" includes, amongst other matters: underwriting of financial instruments and/or placing of financial instruments on a firm commitment basis; placing of financial instruments without a firm commitment basis; and any service in relation to the admission to trading on a regulated market or trading on a multilateral trading facility.
The Annex III entities are Sberbank, VTB Bank, Gazprombank, Vnesheconombank (VEB) and Rosselkhozbank.
The UKLA now requires the issuer to confirm that “it does not fall within paragraph (b) or (c) of Article 5 of COUNCIL REGULATION (EU) No 833/2014 of 31 July 2014 concerning restrictive measures in view of Russia's actions destabilising the situation in Ukraine”. The UKLA also requires the issuer to confirm that it will inform the UKLA as soon as practicable if the issuer’s circumstances change and the sanctions confirmation provided previously is no longer valid.
In the context of prospectuses submitted to the UKLA for review/approval, the UKLA requires these confirmations to be given by way of a letter of confirmation (submitted via the ELS system) prior to prospectus submission. The UKLA will not allocate the prospectus until they have received this letter. This new requirement applies to both debt capital markets and equity capital markets prospectuses.
In the context of debt issuance programmes, the UKLA also requires these confirmations to be given when final terms are filed with the UKLA.
We understand that the UKLA will issue a formal communication about these new requirements in the coming days.