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Page 1: Accessing the Global Markets Through London...Nov 29, 2016  · • Listing in a global market such as London raises a company’s international profile. • High international regulatory

Accessing the Global Markets

Through London

London Stock Exchange Green Bonds

November 2016

Page 2: Accessing the Global Markets Through London...Nov 29, 2016  · • Listing in a global market such as London raises a company’s international profile. • High international regulatory

Primary

Markets

Cash Equities

Derivatives

Fixed Income

IDEM

RNS

MOT

X2M Technology

Monte Titoli CC&G

ORB ExtraMOT

London Stock Exchange Derivatives IDEX

GlobeSettle

SEDOL Unavista Real Time Data

Information

Services

Post Trade

Listing and

Trading

Business

Services Academy Events &Studios

OFIS

Hosting and Connectivity

LSEG is a leading international open access financial market infrastructure group

LSE plc sits within LSEG as the UK Recognised Investment Exchange business.

LSE Group – Depth and Breadth

2

Page 3: Accessing the Global Markets Through London...Nov 29, 2016  · • Listing in a global market such as London raises a company’s international profile. • High international regulatory

Equities

2,300 Listed companies

with aggregate

market value of $7

trillion

500+ International

companies with a

combined market

value of $3.7

trillion

$914bn Raised in last 10

years from 2005

– 2015

Debt

15,000+ Debt securities listed

on LSE Main Market.

Overall money raised

exceeds $4.8 trillion

375+ International

government bonds

from 34 different

countries in 11

different currencies

$338bn+ Raised by sovereign,

regional and local

governments

£257bn Total on-exchange

turnover in 2015

ETFs

1,300 ETFs and ETPs

listed in London

from 24 issuers

43% Market share of

European ETF

trading

10 RQFII ETFs listed

on LSE since 2014

giving investors

exposure to Chinese

A-shares directly.

300% Growth in

European ETF

trading volumes

in the past 5

years

Heart of the World’s Capital Markets

3

11 IPOs raising over

$1bn in London in

the last 3 years.

Page 4: Accessing the Global Markets Through London...Nov 29, 2016  · • Listing in a global market such as London raises a company’s international profile. • High international regulatory

The London

Proposition

4

Page 5: Accessing the Global Markets Through London...Nov 29, 2016  · • Listing in a global market such as London raises a company’s international profile. • High international regulatory

2,074 2,010

2,536

590

1,672

638 364

318

146

29

0

500

1000

1500

2000

2500

3000

LSEG NYSE NASDAQ SGX HKSE

# o

f C

om

pa

nie

s*

Domestic International

Global Financial Centres Index 20

Source : Factset, GFCI 20

Broad Capabilities Across Many Debt Markets and Currencies

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

30.0%

35.0%

40.0%

45.0%

50.0%

Jan-11 Jan-12 Jan-13 Jan-14 Jan-15 Jan-16

% o

f ET

F tr

adin

g

Green

Bonds

Islamic

Finance

Dim Sum

Bonds

High Yield

Convertible

and

Structured

Debt ORB

Masala

Bonds

EuroUS DollarBritish PoundSwedish KronaAustralian DollarNorwegian KroneChina RenminbiJapanese YenHong Kong DollarCanadian DollarMexican PesoOther

‘Other’ includes 32 different international

currencies across 225 bonds, raising a

combined £25.2bn

More International Equity Listings Than Any Other Exchange Close to 50% trading of ETF in Europe is done in London

LSE

DB

ENXT

B.Italiana

SIX

The London Proposition – Snapshot

795 794

752 748 734

720 719 718 716 713

Top 10 Financial Centres by GFCI 20 rating

5

Page 6: Accessing the Global Markets Through London...Nov 29, 2016  · • Listing in a global market such as London raises a company’s international profile. • High international regulatory

Access to the deepest pool of

international capital in the world

Robust regulatory standards and efficient listing process

Competitive costs

Global hub for innovative products (Green Bonds, RMB, Sukuk)

Access to a stable and loyal investor base

Quality of advisory community

and sell-side research coverage

Currency to fund business acquisitions & expand into new markets

Broaden the shareholder base

Enhance profile & visibility - with customers & suppliers

Long term employee incentives

Why consider a Listing on the LSE

Benefits of Listing in London

6

Page 7: Accessing the Global Markets Through London...Nov 29, 2016  · • Listing in a global market such as London raises a company’s international profile. • High international regulatory

• UK assets under management totalled a record £6.8

trillion in 2014, the second largest in the world. The

UK is also the leading European centre for

management of hedge funds, sovereign wealth funds

and private equity funds.

• The UK accounts for 37% of global foreign exchange

trading. More US dollars are traded in the UK than in

the US.

• The UK is the leading derivative centre worldwide,

accounting for 39% of trading in OTC interest-rate

derivatives

• The UK has the leading share of trading in many

international financial markets such as cross border

bank lending (16%), international insurance premium

income (29%) and foreign exchange trading (37%).

Equity AUM held in International Portfolios, by Metro Area (Q4 2015)*

Key Facts:

• London, more than any other financial centre, offers a

long-standing globally oriented investor base

• UK investors have diversified portfolios and are used

to supporting companies’ international development

• Institutional investors in the other major listing venues

tend to be more domestically focused

• Global investment portfolios ensure that investors

appropriately value businesses with a global profile

and aspirations

The Largest Investor Pool in the World $2 trillion invested in international equity out of London

7

1,987

1,002

575

375 304 287 275 263 251

194 188 89

London New York Oslo Toronto Paris Zurich Frankfurt Tokyo Amersterdam Stockholm HongKong Sydney

Source: Facset and LSE calculation, 2016

*international portfolios defined as investment in companies with a domicile different to the country of domicile of the portfolio manager

Page 8: Accessing the Global Markets Through London...Nov 29, 2016  · • Listing in a global market such as London raises a company’s international profile. • High international regulatory

Dom

estic

Dom

estic

Dom

estic

Dom

estic

Dom

estic

Dom

estic

RO

W

RO

W

RO

W

RO

W

RO

W

RO

W

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

Source: Facset and London Stock Exchange calculation, July 2016

Domestic = Europe for Swiss SIX, XETRA and Euronext (Amsterdam, Paris, Brussels, Lisbon)

Domestic = North America for NYSE, NASDAQ and Toronto

ROW = rest of world

- London remains the world’s largest equity market, with more international assets under management than any other global financial centre.

- Companies listing in London are able to access overseas investors through widely used and well understood capital raising routes.

Domicile of Investors in LSE-Listed Securities by Region

6% Rest of World

13% Europe (ex UK)

30% North America

Domicile of Investors in Selected Exchange’s Listed Securities

51% UK

A Truly Global Investor Base Global Investors Buy London-Listed Stocks

8

Page 9: Accessing the Global Markets Through London...Nov 29, 2016  · • Listing in a global market such as London raises a company’s international profile. • High international regulatory

Asia Pacific • State Administration of Foreign

Exchange (China)

• GIC

• BNY Mellon Hong Kong

• Blackrock Japan

• Mitsubishi UFJ Trust

• Sumitomo Mitsui

• Aberdeen Asset Management

Asia

• Hang Seng Investment

Europe • Blackrock

• Legal & General

• Scottish Widows

• Invesco

• M&G

• Standard Life

• AXA

• Societe Generale

• Alecta Pension

• DWS Investment

• Swedbank Robur

• Allianz Global Investors

• BNP Paribas

• Union Investment

Privatfonds GMBH

• Norges Bank

Americas • Capital Research

• Vanguard

• SSgA Funds

• Fidelity

• Blackrock

• Thornburg Investment

• Artisan Partners

• Alliance Bernstein

• T. Rowe Price

• Caisse de dépôt et

placement du Québec

• Itau Unibanco Brazil

Africa and Middle East

• QIA

• P.I.C South Africa

• Kuwait Investment Authority

• Investec

• CCB Islamic Bank

• Abu Dhabi Investment Authority

-11

-10

-9

-8

-7

-6

-5

-4

-3

-2

-1

0

1

2

3

4

5

6

7

8

9

10

11

London trading hours

Selected Major Institutional Investors in London Listed Bonds

GMT

Source: Factset

*LSEG, as of September 2015

• Listing in a global market such as London raises a company’s international

profile.

• High international regulatory standards ensure access to a globally oriented

investor base

• LSE is home to the deepest global foreign exchange centre.

• LSE markets are supported by a network of 350 member firms from over 20

countries*,

Raise Your International Profile London – Global Hub for Investors

9

Page 10: Accessing the Global Markets Through London...Nov 29, 2016  · • Listing in a global market such as London raises a company’s international profile. • High international regulatory

• London Stock Exchange’s Capital

Markets Days facilitate face-to-face,

scheduled dialogue between

companies and institutional

investors. This is usually done to

highlight a specific region or sector

focus.

• Our central position within the

London financial markets offers an

unbiased arena in which to bring

together select groups of

companies with the most extensive

possible network of appropriate

potential investors.

Format

Market Opening: Unique opportunity for all companies, dignitaries and sponsors are invited to

open London’s market at 08:00 on the day of the event. This is filmed and can be accessed by

international TV stations broadcasted in their relevant regions. A photographer is also present.

Presentations: Welcome by a senior executive of the London Stock Exchange, giving an

overview of the market/sector. Summary of the IPO process by top City advisors and investors.

Each company will have an opportunity to explain its investment story.

1-2-1 meetings: Highly targeted individual meetings pre arranged by the Exchange. Each

company has its own private meeting room the entire day which is fully equipped with all AV

capabilities.

Maximising exposure: Through the Exchange’s press team from organisations such as the

BBC, The Wall Street Journal, the Financial Times, CNBC & Sky News.

London Stock Exchange Capital Markets Days

10

Page 11: Accessing the Global Markets Through London...Nov 29, 2016  · • Listing in a global market such as London raises a company’s international profile. • High international regulatory

As a result of the recent EU Referendum and subsequent Brexit vote, uncertainty about London’s status as a financial centre

has arisen. The international community has responded and shown their commitment to London via a number of high profile

transaction announcements, thus proving London is open and ready for business

India’s HDFC Lists the First

Masala Bond in London

Japan’s SoftBank Announces £24bn

Takeover of UK’s ARM Holdings

GlaxoSmithKline invests £275m for

Three New UK Manufacturing Sites

• On 21st July, Housing Development Finance Corporation (HDFC) issued the world’s first Masala bond issued by an Indian corporate

• The issue was 4.3 times oversubscribed and paves the way for the opening of the Masala bond market globally to support Indian company and infrastructure financing

• Distribution: 86% taken by Asian investors and 14% by European investors; Institutional investors made up 82% and private banks 18%

• “This is a milestone transaction for HDFC. We have achieved our objective of attracting a global pool of capital to diversify our borrowing profile, The positive investor response towards this issuance reinforces the blue-chip positioning of HDFC, and establishes a significant benchmark for Indian companies” said HDFC chairman Deepak Parekh.

• UK technology firm ARM Holdings is to be bought by Japan's Softbank for £24bn

• ARM Holdings designs microchips used in most

smartphones, including Apple and Samsung models, and employs more than 3,000 people

• Softbank has previously acquired Vodafone's Japanese operations and the US telecoms company Sprint. The $20bn deal was the biggest foreign acquisition by a Japanese firm at the time

• The new deal will be funded by Softbank's own cash

reserves and a long term loan from Japan's Mizuho Bank

• Masayoshi Son, chairman and chief executive of Softbank, said: "This is one of the most important acquisitions we have ever made, and I expect ARM to be a key pillar of SoftBank's growth strategy going forward

• Despite arguing against Brexit before the referendum, GSK believes the UK remains an attractive place for making medicines – London currently accounts for nearly 50% of GSK’s worldwide R&D and a third of it’s manufacturing.

• The company recently announced plans to invest a further £275m into three drug manufacturing sites in Britain, signalling its confidence in the country despite last month's vote to leave the European Union

• "It is testament to our skilled UK workforce and the country’s leading position in life sciences that we are making these investments in advanced manufacturing here," said Chief Executive Andrew Witty

• Business minister Greg Clark said GSK's move was a clear vote of confidence in Britain and demonstrated that "there really is no place better in Europe to grow a business"

After Referendum Business As Usual International Deals Continue

11

Page 12: Accessing the Global Markets Through London...Nov 29, 2016  · • Listing in a global market such as London raises a company’s international profile. • High international regulatory

London Stock Exchange’s

Fixed Income Offering

12

Page 13: Accessing the Global Markets Through London...Nov 29, 2016  · • Listing in a global market such as London raises a company’s international profile. • High international regulatory

…via 15,000+ Listed debt instruments

… raising £3.5 trillion

…from 59 countries

…in 39 currencies

2570 Int’l issuers..

3%

97%

Issuance

70%

30%

Trading

13%

87%

Amount Outstanding

UK

Rest of World

2011

The London Stock Exchange is

the global financing hub for fixed

income issuers

Source: TheCityUK estimates (2011)

World Federation of Exchanges (2011)

Bond Primary and Secondary Market Statistics by Region

70% Of global

secondary market

bond trading

takes place in

London

Global Home for Raising Fixed Income Capital

13

Page 14: Accessing the Global Markets Through London...Nov 29, 2016  · • Listing in a global market such as London raises a company’s international profile. • High international regulatory

Centre of Global Fixed Income Trading

5,500 7,000

13,000

22,000

32,500

2001 2002 2005 2008 2011 2015

Bonds Value Traded on Exchanges (USDm)

+18% CAGR

(2001-2011)

*

Source: Bank for International Settlements; TheCityUK estimates (2011)

World Federation of Exchanges (2011)

* 2015 value estimated based on previous trend growth

LSEG has developed

highly liquid and

transparent electronic

fixed income order books

that allow for both

primary and secondary

access and trading to

international investors

With changes to

regulation including

MiFID II and the

associated pre- and post-

trade transparency

requirements, we

anticipate that demand

for credible secondary

market platform trading

for bonds will increase

14

Page 15: Accessing the Global Markets Through London...Nov 29, 2016  · • Listing in a global market such as London raises a company’s international profile. • High international regulatory

Apart from standard issuance we are leading the way in new fixed income products

Green

Bonds

• Retail and wholesale markets, offering the choice of trade reporting, end-of-day pricing and continuous quoting

• Unique and comprehensive specialist offering for green bonds

• Dedicated green segments

• Industry Affiliations:

• ICMA GBP Observer, Social Stock Exchange, Climate Bonds Initiative, City of London Green Finance Initiative

Islamic

Finance

• LSE is a key global venue for the issuance of Sukuk

• There are over 20 banks in London providing Islamic financial services, more than any other European country

• Unique and comprehensive specialist offering for sukuk

• Dedicated sukuk fixed income segments

Dim Sum

Bonds

High Yield

• LSE’s PSM accommodates all types of debt

securities including high yield bonds in any

denomination under a wholesale regime

• The PSM is a global listing venue attracting

investment from many other locations in

Europe, Asia, Latin America and Australia

Convertible

and

Structured

Debt

• LSE’s PSM accommodates all types of debt

securities including convertible bonds in

any denomination under a wholesale regime

• Many investors can only buy debt

instruments listed on a Recognised

Investment Exchange. LSE is well

positioned to provide efficient and well-

regulated markets for both bond issuers

and investors

ORB

• LSE’s flagship retail

market - both primary

issuance and secondary

trading of retail

denominated bonds

• Retail bonds can also

be held in an ISA, which

is a tax-free savings

account

Masala

Bonds

• LSE is a key global venue for the issuance of Masala bonds

• Listing venue for the world’s first Masala

bond from an Indian corporate

• Unique and comprehensive dedicated offering for Masala bonds

• LSE is a key global venue for the issuance of Dim Sum bonds

• Unique and comprehensive dedicated offering for Dim Sum bonds

Cutting Edge Financial Products

15

Page 16: Accessing the Global Markets Through London...Nov 29, 2016  · • Listing in a global market such as London raises a company’s international profile. • High international regulatory

Main Market Professional Securities Market

Applicable UK

Listing Rules • Chapters 2 and 17 of UK Listing Rules • Chapter 4 of UK Listing Rules

Financial Records

• At least two years trading records and independently

audited accounts consistent with the International

Financial Reporting Standards (IFRS)

• Local GAAP can be used

Listing Documents • Full prospectus • No full prospectus required

• Listing Particulars adequate

Transferability • The debt securities subject to the listing must be freely transferable

Issue Size • The market capitalisation of the class of the debt securities to be listed must be at least £200,000

Listing of the Whole

Debt Class • All debt securities of the same class should be listed

Designation • Wholesale & Retail Bonds • Wholesale Bonds only, although retail denominated

bonds can be issued under the wholesale regime

A Choice of Debt Markets

16

Page 17: Accessing the Global Markets Through London...Nov 29, 2016  · • Listing in a global market such as London raises a company’s international profile. • High international regulatory

Listing & Admissions Process

17

Page 18: Accessing the Global Markets Through London...Nov 29, 2016  · • Listing in a global market such as London raises a company’s international profile. • High international regulatory

Smooth Listing Process

UK debt markets’ high standards ensure credibility amongst the global investor base. The

UK Listings Authority (UKLA) has a reputation for its a robust and balanced approach to

implementing the listing rules whilst maintaining efficiency of the listing process.

• Listing process is a two pronged approach between

LSE and UKLA

• UKLA committed to efficient turn around times:

• Up to 4 clear working days after first

submission

• 2 clear working days** for subsequent

submissions

• UKLA checklist can be used by issuers prior to

submission

• One-off £2,000 UKLA Vetting fee is applied (no extra

annual or application fees)

N.B. This process applies to plain vanilla debt securities, redemption-linked securities, medium term note programmes, securitised derivatives and supplementary prospectuses/listing particulars for non-equity securities.

MTNs only require approval for the base prospectus with subsequent draw-down issues allowed at any time during 12 month period, subject to publication of Final Terms and Prospectus Supplement by 2pm the day before issuance

**Only if required due to additional comments from he UKLA

Typical transaction timeline

Total transaction takes between three to eight weeks

Up to one week Four working days Two days**

UKLA Documentation

Approved and

Listing Granted

Listing

Effective

Listing

Application

LSE

London

Listing

Application for Admission

to Trading

Admission

Granted Trading can

Begin

Bond priced

Initial review

completed

18

Page 19: Accessing the Global Markets Through London...Nov 29, 2016  · • Listing in a global market such as London raises a company’s international profile. • High international regulatory

Passporting a Prospectus

Easy process to dual list in London via passporting (when the bond prospectus is already approved in another EEA jurisdiction)

For existing notes to be admitted to trading on the regulated market of the London

Stock Exchange, the issuer would have to undertake the following steps

Action Comment

Step 1

Obtain a passport from the existing

EEA Competent Authority by

submitting a Notification Request

Form.

The existing EEA Competent Authority

has three working days to notify the

UKLA that it has approved the base

prospectus. Once this has occurred, the

issuer can contact the UKLA to apply

for the notes to be listed in the UK.

Step 2

Submit the security to the UKLA

Official List alongside the passport

and make some small additions to

the document, for example confirm

the planned listing on London Stock

Exchange in the prospectus.

Step 3

Apply to the London Stock

Exchange for admission to trading.

This involves submitting a

completed Form 11 and an

electronic copy of the relevant

prospectus.

1Form 1: http://www.londonstockexchange.com/companies-and-advisors/main-market/documents/publications.htm 2UKLA Checklist: https://www.fca.org.uk/markets/ukla/forms#listing-applications

For new notes to be issued under the existing programme to be admitted to trading

on the regulated market of the London Stock Exchange, the issuer would have to

undertake the following steps:

Action Comment

Step 1

Send a notification request form in

relation to the base prospectus to

the existing EEA Competent

Authority, who will inform the UKLA

If this has already been done for

previous admission, there is no need to

do it a second time.

Step 2

Send an application for admission

of securities form and a listing rules

checklist to the UKLA2.

Note that the application for admission

of securities form has to be sent for

each new series of notes, the listing

rules checklist only needs to be sent the

first time an issuer is applying to the

official list of the UKLA.

Step 3

Apply to the London Stock

Exchange for admission to trading.

This involves submitting a

completed Form 11 and an

electronic copy of the relevant

prospectus.

Ensure that the relevant final term

specifies, that the notes will be admitted

to trading in London. That is the only

drafting difference.

• Passporting involves a prospectus approved by the issuer's Home Competent authority in the EEA being accepted by another EEA member state as the basis of a

public offer or admission of securities to a regulated market.

• In this way, issuers with bonds listed elsewhere can gain a London listing quickly and efficiently.

19

Page 20: Accessing the Global Markets Through London...Nov 29, 2016  · • Listing in a global market such as London raises a company’s international profile. • High international regulatory

Admission Process

For admission, the documents that we need are1:

• Signed Form 1 with EU sanctions complete

• Signed Board Minutes

• Prospectus

• UKLA approved letter

• Confirmation of the note being issued (usually the day before)

Also as soon as possible in the admission process, it is necessary to

arrange for the creation of the relevant trading codes:

ISIN/SEDOL

ISINs are normally allocated by the country of domicile of the issuer. London Stock

Exchange is then responsible for allocating a SEDOL code, which is a unique instrument

identifier.

Email the Pricing Supplement(s) to [email protected] and allow 48 hours for these

to be assigned.

TIDM

A Tradable Instrument Display Mnemonic (TIDM) is the three or four character identifier

specific to London Stock Exchange. Issuers may request a specific TIDM, which will be

issued, provided it is not already in use or reserved. Once reserved, these are held for a

period of six months.

Requests should be made to the Admissions Team by emailing the issuer name and the

instrument name, making it clear that it is a TIDM request, to [email protected]

1Note that these documents can initially be in draft form (i.e Form 1 not signed and prospectus not yet approved – but it will need to be a workable document (i.e have most of the key

information included)). All final documentation needs to be with LSE Admissions by 4pm the day before admission. 20

Page 21: Accessing the Global Markets Through London...Nov 29, 2016  · • Listing in a global market such as London raises a company’s international profile. • High international regulatory

International Cost Competitiveness

Competitive Fee Structure:

• LSE fees are calculated on a sliding scale, based on issue size and type of issue.

• No fee is payable for setting up an MTN program.

• No annual fee is payable in respect of debt securities on the London Stock Exchange’s markets

Face Value (£m) Fee (£)

Greater than

or equal to

Less than

0 50 2,500

50 100 4,000

100 and above 4,200

Face Value (£m) Fee (£)

Greater than

or equal to

Less than

0 25 300

25 50 1,750

50 100 2,700

100 500 3,600

500 above 3,650

Eurobonds & International Issuers Issuers under debt issuance programs

21

Page 22: Accessing the Global Markets Through London...Nov 29, 2016  · • Listing in a global market such as London raises a company’s international profile. • High international regulatory

Green Bonds

22

“Green finance is key to securing a low carbon future that delivers economic

growth, both in Britain and abroad. London is the world’s leading green finance

hub and is already the partner of choice for the world’s fastest growing

economies.”

Simon Kirby, Economic Secretary to the Treasury

Page 23: Accessing the Global Markets Through London...Nov 29, 2016  · • Listing in a global market such as London raises a company’s international profile. • High international regulatory

Green bonds are any type of bond instrument where the proceeds will be exclusively applied to finance or re-finance in part or in

full new and/or existing eligible Green Projects and which are aligned with the four core components of the Green Bond Principles.

The key feature of green bonds is the use of proceeds, which are described in the bond’s legal documentation, separately

managed within the company, as well as monitored and reported throughout the life of the instrument.

What is a Green Bond?

Renewable Energy Energy Efficiency

Eco-efficient products

Sustainable Water Management

Biodiversity Conservation

Clean Transportation Pollution Prevention Sustainable Management

Climate Change Adaption

Categories of Potential Eligible Green Projects

Source: Climate Bonds Initiative

1 Source: Bloomberg, Climate Bonds Initiative

• With growing investor

emphasis on sustainability,

green bonds are one of the

fastest growing market

segments internationally.

• Green bonds make up 17%

of the $694bn climate-

aligned universe, up 7%

from 2015.

• $42.2bn of green bonds

were issued in 2015, four

times 2013 total green bond

issuance.

• As of October 31st , total

2016 issuance is nearly

50% greater than the 2015

total.

• As of October 2016,

$60.8bn green bonds were

issued globally.

Green Bonds: A Growing Market

23

Page 24: Accessing the Global Markets Through London...Nov 29, 2016  · • Listing in a global market such as London raises a company’s international profile. • High international regulatory

The green bond market expanded further in 2015, thanks to a wider range of issuers and types of green assets, as well as new

geographies.

Green Bonds – A Diversified Issuer Base

Source: Climate Bonds Initiative

• The UK, China, Germany, Japan, the Netherlands,

Norway and the US have shown significant growth

in green bond market size last year.

• Overall Europe remains the region hosting most

green bonds, with nearly USD 18.4 billion issued in

2015

• 2015 saw a wider range of issuers and types of

green projects or assets. There was a widening

of the type of projects financed by green bonds

with more proceeds leveraged for other green

sectors outside of the renewable energy space,

in particular low carbon transport and sustainable

water.

Green Bond Project Breakdown by Type (%)

9%

Sustainable

Water

6%

Waste &

Pollution

13%

Low

carbon

Transport

20%

Energy

Efficiency

46%

Renewable

Energy

4%

Climate

Adaptation

2%

Agriculture

& Forestry

¼ of total issued amount came from

the US - $10.5bn mainly driven by municipal green

bonds. US surpassed supranational

institutes to become the largest green

bond issuing country in 2015.

India $1.1bn

United States

$10.5bn

China $1.0bn

Europe remains the regions

hosting most green bonds, with nearly

$18.4bn issued in 2015.

Markets keep in growing; seven countries (U.K, China, Germany, Japan, Netherlands, Norway, and U.S.) have

shown significant growth in green bond market size this year.

UK $0.7bn

Netherlands $4.1bn

Germany $5.6bn

Denmark $0.6bn

Latvia $0.08bn

Estonia $0.06bn

Norway $0.9bn

Japan $0.5bn

Hong Kong $0.3bn

Mexico $0.5bn

Brazil $0.6bn

7 new markets joined green bond this year - Brazil, Denmark, Estonia, Hong Kong, India,

Latvia and Mexico - jointly added nearly $3.2bn green bonds to the market.

24

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Green Bonds Characteristics

Source: Climate Bonds Initiative

43% of the bonds outstanding fall into

the AAA credit rating band, primarily

due to large development banks such

as the World Bank, IFC and the EIB

This is due to the dominance within

the climate-aligned universe of large

state-backed entities in the retail

sector where investment horizons are

long.

This is in contrast to the climate-aligned

bond market, where the currency spread

is more balanced and includes a greater

number of EM currencies. There are 25

currencies represented in the labelled

green bond market.

Bonds that have received an external

review make up approximately 60% of

the labelled green bond market.

External reviews play an important role

in the market and could be reinforced

further with more consistent standards.

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LSEG is a partner exchange of the

United Nations Sustainable Stock

Exchanges (SSE) initiative.

London Stock Exchange Group’s activity in green financing is focussed on two key areas: fixed income products and information services/indices. Through a range of new initiatives, LSEG intends to broaden its offering and support London in becoming the preferred listing venue for debt and equity Low Carbon Economy (LCE) financial instruments.

Through its FTSE Russell business,

LSEG is looking at further

opportunities to increase

transparency in the green bond

market, by providing issuers with a

more efficient tool to report on

sustainable initiatives, and offering

investors a comprehensive product to

assess a wide range of financial

instruments against an innovative Low

Carbon Economy (LCE) framework.

LSEG and Green Financing

• In 2015, 12 green bonds were listed on LSE – this

translated to a 14.5% market share of total green bond

on EEA exchanges.

• London Stock Exchange has launched a range of

dedicated ‘green bond’ segments, offering issuers a

flexible range of market models, covering both Regulated

Market (RM) and MTF segments, comprising retail and

wholesale, and offering the choice of trade reporting, end-

of-day and continuous quoting.

• No other global exchange has such a comprehensive

specialist offering for green bonds.

• Issuers can benefit from the additional transparency of

secondary market trading and global reach of the

London markets.

"Together with the London Stock Exchange, UNEP and the Cambridge Institute for Sustainability Leadership, we hope to impress upon

you London's commitment to build on existing market

activity to ensure that green finance sits right at the very

top of the financial industry's agenda.“,

Mark Boleat,

Policy Chairman City of London

… raising a

combined

$10.5bn

40 Green

bonds

…in 7 currencies

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2007 2012 2014 2015 2016

LSE is a recognised supporter of the Green Bond market and has established strong relationships with key market participants

Green Bonds Key Milestones

July 2012 LSE’s First

Green bond listed by

Nordic Investment

Bank

January 2016 LSEG joins the

Green

Infrastructure

Investment

Coalition (GIIC)

launched at COP21

May 2014 LSE joins UN’s

Sustainable Stock

Exchanges (SSE)

initiative

April 2015 TfL’s debut

Green Bond

June 2015 LSE expands

range of dedicated

Green bond

segments

January 2016

LSEG joins the City of London's

Green Finance Initiative

November 2015 LSE becomes an Observer to the internationally-

recognised ICMA Green Bond Principles guidelines

October 2015 First Green

RMB bond for ABC

and largest Green

RMB bond listed on

LSE to date

March 2014 First offshore RMB

Green bond by a

multilateral

August 2015 First offshore INR

Green bond

27

April 2016 LSE becomes

first global exchange to

join the Climate Bonds

Partnership Program

June 2007 European

Investment Bank issues the first

“Climate Awareness” bond

tracking the performance of the

FTSE4Good Environmental

Leaders 40 index

November 2016 Bank of China

becomes first

Chinese entity to

issue a Green

Covered bond

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Green bonds have the

same regulatory status of

equivalent “non-green”

bonds and can normally

be issued through

standard base

prospectuses

To admit green bonds to

London Stock

Exchange’s dedicated

Green Bond segments,

issuers are required to

provide the Exchange

with the relevant

certification of the ‘green’

nature of the bonds

Green Bond Admission Criteria

Issuers admitting bonds to the Green Bond segments on London Stock Exchange must provide proof

of an external review* to confirm the “green” nature of the instruments and a written confirmation

(email confirmation would suffice) that the entity appointed to conduct the external review meets the

following criteria:

• Be independent of the entity issuing the bond, its directors, senior management and advisers. In

particular, the organisation providing the external review must not be a subsidiary or owner, either

in full or in part, of the entity issuing the bond

• Be remunerated in a way that prevents any conflicts of interests arising as a result of the fee

structure

• Be an entity specialising in assessing the framework of the bonds’ environmental objectives,

with sufficient financial and market-specific expertise to perform a comprehensive assessment of

the use of proceeds. Such expertise could be demonstrated for example by:

Affiliation with relevant and widely recognized industry bodies; or

Significant and appropriate previous experience in providing external reviews on green bonds

* The external review could take the form of the following:

• Consultant’s Review / Second Opinion

• Verification

• Third Party certification

• Green Bond Rating (separate from an issuer’s overall ESG rating)

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For SSA issuers

admitting on the

basis of self-certified

impact reporting,

they must have in

place a formal

reporting

methodology, and

must provide written

confirmation that this

is based on certain

principles as outlined

Self-Certification – Impact Reporting

Impact Reporting: the issuer should illustrate the expected environmental and/or

climate impact of each eligible project to which green bond proceeds have been

allocated using, for example, a number of core indicators such as:

Energy Efficiency: annual energy savings, reduction in greenhouse gas

emissions

Renewable Energy: renewable energy produced, capacity of renewable

energy plant constructed, etc.

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Green Bond Case Studies

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Bank of

China

MuniFin Development

Bank of

Japan

Agricultural

Bank of

China

IFC Shanks Transport for

London

Transaction

Details

Issue Date 09 Nov 2016 04 Oct 2016 21 Oct 2015 20 Oct 2015 10 Aug 2015 /

17 Jun 2014 16 Jun 2015 24 Apr 2015

Issue Size USD 500mn USD 500mn EUR 300mn

USD 400mn /

USD 500mn /

RMB 600mn

INR 3.15bn /

RMB 500mn EUR 100mn GBP 400mn

Coupon 1.875% 1.375% 0.375%

2.125% /

2.75% /

4.15%

6.45% / 2.00% 3.65% 2.125%

(G10yr+57bp)

Maturity 3 years 5 year 4 year 3 year / 5 year

/ 2 year 5 year / 3 year 7 year 10 year

Issuer

Profile Rating Aa3 AA+ / Aa1 A1/A A1/A AAA/Aaa n/a AA+/Aa2/AA

Recent Green Bond Issuance

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Company Details

Company Bank of China

Rating Aa3

Sector Banks

Market PSM

Transaction Details

Issue Date 09 Nov 2016

Issue Size USD 500 million

Coupon 1.875%

Maturity 3 years

Company Profile Bank of China is one of the largest state-owned

commercial banks.

In the past year China has quickly become the biggest

market for green debt globally, with Chinese borrowers

having raised 39.6% of the $59 billion sold in green

debt so far this year, compared to just 3.6% in 2015.

The issue was inspired by the work of the G20, which

has seen China and UK work together on a green

finance initiative.

The structure of both cross-border financing and cross-

border guarantee introduces foreign capital to high-

quality domestic green projects.

This bond’s rating is the same as the Chinese

sovereign one; the highest international rating of all

Chinese green bonds in history.

Debt issuance story

The issue was over 1.8 times oversubscribed with a

final order book of $900 million.

The bond was priced 95 bps tighter than BoC's senior

unsecured debt with the same tenor.

The proceeds will be used to fund eligible green

projects in renewable energy, pollution prevention and

control, clean transportation and sustainable water

management.

The deal is backed by a portfolio of domestic Chinese

climate-aligned bonds which are components of the

China Bond China Climate-Aligned Bond Index.

The notes offer noteholders dual recourse to both

Bank of China London Branch and the collateral bond

assets.

The bond was externally reviewed by EY.

Joint leads: Barclays, BAML, CCB, Crédit Agricole

CIB, Société Générale and Standard Chartered.

Bank of China issues world’s first green covered

bond with dual recourse

Source: Bloomberg, LSEG database, GlobalCapital

Distribution by Investor Type

Banks 73%

Asset Managers 17%

Insurers 5%

Private Banks 4%

Sovereign Wealth Funds 1%

Geographical Distribution

Asia 72%

Europe 28%

32

“The UK and China are working together to develop the

global green bond market, which drives the greening of

the global financial system. “

Sean Kidney, CEO Climate Bonds Initiative

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Company Details

Company International Finance Corporation

(part of World Bank Group)

Rating AAA/Aaa

Sector Supranational

Market Main Market

Transaction Details

Issue Date 04 Nov 2016

Issue Size USD 152 million

Yield at issue 1.546%

Maturity 5 years

Company profile

IFC is one of the world’s largest financiers of

climate-smart projects for developing countries,

investing about $19 billion in long-term financing

over the last decade for that purpose.

The bond was developed with BHP Billiton and

Conservation International. BHP is a global

mining, metals, and petroleum company.

Conservation International is a global non profit

environmental organization.

“IFC’s Forests Bond demonstrates the power of

innovative capital-market mechanisms to unlock

private sector funds for forest protection.”

Jingdong Hua, IFC Vice President

Debt issuance story

This is world’s first-of-its-kind bond giving

investors choice between a cash or carbon-credit

coupon. Investors choosing the latter can retire

them to offset corporate greenhouse gas

emissions, or sell them on the carbon market.

IFC will buy carbon credits from the Kasigau

Corridor REDD project in Kenya with BHP

Billiton providing a price-support mechanism.

The proceeds will be used to support private

sector development and prevent deforestation in

developing countries.

Joint leads: BAML, BNP Paribas, JP Morgan.

Using innovative capital-market mechanisms to

prevent deforestation in developing countries

Source: IFC press release, LSEG database, November 2016

33

Key Investors

CalSTRS Californian pensions giant

Treehouse

Investments Emerging Markets-focused investor

TIAA-CREF Teachers’ pension fund

QBE Insurance

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Company Details

Company Municipality Finance Plc

Rating AA+ / Aa1

Sector Utilities

Market Main Market

Transaction Details

Issue Date 04 Oct 2016

Issue Size USD 500 million

Coupon 1.375%

Maturity 5 years

Company Profile

Municipality Finance is the leading provider of

financial services to Finland’s local government and

public housing sectors. It is owned by the

Government of Finland, Finnish municipalities and

the public sector pension fund.

MuniFin acts a debt aggregator for municipalities in

Finland enabling small municipalities to access low

cost capital through the bond market despite their

small size.

The size of each bond is based on the finance

requirements of each municipality but bonds are not

ABS’s, just a regular corporate bond backed by.

The result is very high rated bonds and low cost of

capital for small municipalities.

Debt issuance story

MuniFin’s issue is Finland’s first ever green bond and

was 1.2 times oversubscribed with a final order book

of over $600 million.

80% of the proceeds will go to climate change

mitigation and adaptation projects and 20% to

environmental management projects.

Eligible projects are identified in MuniFin’s Green

Framework, drafted in accordance with ICMA’s

GBPs, the Centre for International Climate and

Environmental Research, Oslo and in collaboration

with the Stockholm Environment Institute. CICERO

provided the external review.

Joint Leads: BAML, HSBC, SEB and Crédit Agricole.

Finland’s first Green Bond opens the way for the

transition to low carbon and climate resilient growth

Source: Bloomberg, LSEG Database, GlobalCapital

Geographical Distribution

Europe 42%

Americas 29%

Nordic Region 22%

Asia / Pacific 7%

Distribution by Investor

Banks 36%

Central Banks / Official

Institutions 32%

Asset Managers 21%

Insurers / Pension Funds 11%

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Company Details

Company SBAB Bank AB

Market Main Market

Sector Financials

Rating A2/A

Transaction Details

Issue Date 23 June 2016

Issue Size SEK 1 billion / 1 billion

Yield at issue 1.048 / FLT

Maturity 5 years / 5 years

Company profile

SBAB is a 100% State owned Swedish mortgage

bank, concentrating on providing mortgages

specifically to the retail segment in Sweden.

SBAB’s market share continues to increase and

the SBAB group is currently the 5th largest

mortgage provider in Sweden. The services SBAB

offers are provided mainly over the internet but

also include a call center in Karlstad, Sweden,

which helps us to run a very efficient set up.

“Issuing a Green Bond provides an opportunity for

us to diversify our investor base and further

deepen investor dialogue regarding how we jointly

can promote sustainability efforts and

development in the financial and capital markets.”

Debt issuance story

Sole arranger: Skandinaviska Enskilda Banken

AB

The funds raised by SBAB will exclusively be used

to finance or refinance properties that fullfi a

number of energy-efficiency criteria or

alternatively hold a selectively defined

environmental certification.

The issue was oversubscribed as the book grew

steadily throughout the book-building period and

priced 5bps tighter than their normal non-green

bonds.

Using Green bond to finance properties that fulfil energy-efficiency

criteria

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Company Details

Company Development Bank of Japan

Rating A1/A

Sector Government

Market PSM

Transaction Details

Issue Date 21 Oct 2015

Issue Size EUR 300 million

Yield at issue 0.375%

Maturity 4 years

Press Release

“DBJ successfully took in new investors by

broadening the asset classed applicable for the new

issue’s use of proceeds.” Goldman Sachs.

“Following the issuance of the DBJ’s first Green Bond

last year, this inaugural Euro denominated

sustainability bond has positioned the bank as a

clear leader in the rapidly growing SRI fixed income

market. At the same time it enabled the bank to reach

a more diversified investor base including SRI

focused investors” BAML.

“The transaction attracted both new and existing DBJ

green and sustainability investors, all while achieving

a competitive pricing outcome” JPMorgan.

Debt issuance story

This bond is the first sustainability bond issued

by a Japanese issuer. DBJ has expanded the

use of proceeds to include DBJ Environmentally

Rated Loan Program in addition to DBJ Green

Building Certification.

On 7 Oct 2014, DBJ issued its first Green Bond

on London Stock Exchange.

Joint Leads: Merrill Lynch International, Morgan

Stanley & Co. International, JPMorgan

Securities, Goldman Sachs International.

Using sustainability bond issuance to tap into ESG

investors liquidity pool

Source: DBJ press release, LSEG database

Distribution by Investor Type

Banks 61%

Asset Manager 13%

Insurance 11%

Central Banks 7%

Others 8%

Geographical Distribution

EMEA 97%

US Offshore 3%

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Company Details

Company Agricultural Bank of China

Rating A1/A

Sector Financials

Market PSM

Transaction Details

Issue Date 20 Oct 2015

Issue Size $400 million / $500 million /

RMB 600 million

Yield at issue 2.125% / 2.75% / 4.15%

Maturity 3 years / 5 years / 2 years

Company profile

Agricultural Bank of China is one of the top four

commercial banks in China. ABC is one of the first

standing members of the green finance committee

of China Society for Finance and Banking. In 2013,

ABC signed the green credit commitment along with

other financial institutions, and formulated green

credit standards and protocols.

“The successful issuance and listing of ABC’s green

bonds on the London Stock Exchange not only fulfils

our ambition that was announced as part of the

policy outcomes of the latest UK-China Economic

and Financial Dialogue, but also manifests the close

and fruitful cooperation between Chinese and UK

financial institutions on green finance, climate

change and adaption initiatives.”

Debt issuance story

Based on the green bond management framework,

the proceeds from the offering will support

renewable energy, energy efficiency, sustainable

waste management, sustainable use of land, clean

transportation and sustainable water management.

The listing is the first international Green Bond

issue by a Chinese bank, as well as the first listed

Green RMB bond for ABC on the London Stock

Exchange.

Joint Leads: ABC, BAML, Barclays, GS HSBC,

JPM, MS, SCB, Wells Fargo.

Using Green offshore dual currency bond issuance to finance

green projects

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Company Details

Company International Finance Corporation

(part of World Bank Group)

Rating AAA/Aaa

Sector Supranational

Market Main Market

Transaction Details

Issue Date 10 Aug 2015

Issue Size INR 3.15billion

Yield at issue 6.45%

Maturity 5 years

Company profile

IFC is one of the world’s largest financiers of

climate-smart projects for developing countries,

investing about $11 billion in long-term financing

over the last decade for renewable power,

energy efficiency, sustainable agriculture, green

buildings and private sector adaptation to climate

change.

“Addressing climate change is a priority for IFC in

India. IFC’s green Masala bond demonstrates

the powerful role of capital markets in mobilizing

savings for climate finance—and a listing in

London allows us to attract the widest possible

range of international investors. Adding the rupee

as a new green bond currency also supports our

goals to strengthen this important asset class.”

Debt issuance story

Proceeds from the offering used to finance a

green bond issued by Yes Bank, one of India’s

largest commercial banks. Yes Bank invested the

proceeds of its bond in renewable energy and

energy efficiency projects, mainly in the solar and

wind sectors.

Under its $3 billion offshore rupee Masala bond

program, IFC has issued bonds worth over 103

billion rupees ($1.66 billion) in a range of tenors,

building a triple-A yield curve and attracting new

investors to the London offshore rupee market.

Sole arranger: JP Morgan.

Using Green offshore rupee bond issuance to finance Indian

infrastructure

Source: IFC press release, LSEG database, August 2015

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Page 39: Accessing the Global Markets Through London...Nov 29, 2016  · • Listing in a global market such as London raises a company’s international profile. • High international regulatory

Company Details

Company World Bank

Rating AAA/Aaa/AAA

Sector Supranational

Market MOT (Borsa Italiana)

Transaction Details

Issue Date 29 Jun 2015

Issue Size $84 million

Coupon Linked to Ethical Equity Index

Maturity 8 years

Company profile

World Bank provides low-interest loans and grants

to developing countries. These support a wide

array of investments in such areas as education,

health, infrastructure, and environmental and

natural resource management.

Established in 1944, the World Bank Group is

headquartered in Washington, D.C and employs

more than 10,000 employees worldwide.

Since its first green bond launched in 2008, the

World Bank has issued 100 green bonds in 18

currencies, totalling over USD 8.4 billion

equivalent.

Debt issuance story

The bonds were distributed to Italian retail

investors through a network of 16 retail banks and

brokers.

The issue is part of the World Bank’s Green

Growth Bond programme for issuance of retail

instruments in the US and a number of European

markets.

Minimum denomination: $2000.

Bond performance is fixed for the first two years

(1.75% coupon) and then linked to the

performance of the Ethical Europe Equity Index.

Redemption at maturity (100) guaranteed by the

World Bank.

Lead Manager: BNP Paribas.

Using Green Bonds to expand private investors product

range

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Company Details

Company Shanks Group plc

Rating n/a

Sector Waste & Disposal Services

Market Main Market (LSE)

Transaction Details

Issue Date 16 Jun 2015

Issue Size €100 million

Yield at issue 3.65%

Maturity 7 years

Company profile

Shanks Group is a leading international waste to

product business.

Company was founded in 1880 as a construction

company operating primarily in the West of

Scotland under the name of Shanks & McEwan.

Listed on London Stock Exchange’s Main Market

since 1988.

Debt issuance story

Shanks is the first UK company to issue Green

Bonds in Euros and list them on LSE.

The net proceeds of the issue will be used to

finance Shanks' ongoing programme of

investment in sustainable infrastructure.

Minimum Denomination: €1000.

Lead Managers: BNP Paribas, KBC Bank.

Using Green Bond issuance to tap into retail investor liquidity

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Company Details

Company Transport for London

Rating AA+/Aa2/AA

Sector Government

Market Main Market

Transaction Details

Issue Date 24 Apr 2015

Issue Size GBP 400 million

Yield at issue 2.125% (G10yr+57bp)

Maturity 10 years

Company profile

Transport for London (TfL) is the owner and

operator of the largest integrated transport

networks in Europe. TfL is a statutory corporation

and is a functional body of the Greater London

Authority (GLA).

UK's leading public sector issuer of capital

markets debt after the UK Government's Debt

Management Office with around £8.5bn of

borrowings raised from a variety of sources and

a further £4.5bn borrowing requirement up to

2021.

TfL was the first UK corporate to issue sterling

denominated Green bonds.

Debt issuance story

Third Party opinion provided by DNV GL.

Proceeds will support the objectives of TfL’s

corporate environmental framework, which

includes reducing air pollution in the city,

improving natural resource management and

preparing for potential climate change effects.

Deutsche Bank also publicly announced that

will invest in the bond, which the Bank will

hold within its Green Liquidity Portfolio.

Joint Lead Managers: Deutsche Bank, Bank

of America Merrill Lynch (BoAML).

Using Green bond issuance to finance green Railway projects

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Company Details

Company International Finance Corporation

(part of World Bank Group)

Rating AAA/Aaa

Sector Supranational

Market Main Market

Transaction Details

Issue Date 17 Jun 2014

Issue Size RMB 500 million

Yield at issue 2.00%

Maturity 3 years

Company profile

IFC is one of the world’s largest financiers of

climate-smart projects for developing countries,

investing about $11 billion in long-term financing

over the last decade for renewable power, energy

efficiency, sustainable agriculture, green buildings

and private sector adaptation to climate change.

“IFC is committed to supporting the development of

China’s capital markets, which are key to creating

access to finance for the private sector and

especially small and medium businesses. We will

continue to seek opportunities to help deepen

liquidity and extend the yield curve for offshore

renminbi assets. The addition of the renminbi as a

new green bond currency also supports our goals to

strengthen this important asset class.”

Debt issuance story

Proceeds from the offering to support projects to

reduce greenhouse gas emissions—for example,

by rehabilitating power plants and transmission

facilities, installing solar and wind power, and

providing financing for technology that helps

generate and use energy more efficiently.

In March 2014, IFC became the first multilateral

institution to list renminbi-denominated bonds on

LSE, raising 2 billion renminbi from international

investors. IFC was also the first to set up a

program to regularly issue offshore renminbi-

denominated discount notes.

Sole arranger: HSBC.

Using Green offshore renminbi bond issuance to finance Chinese

climate-friendly investments

Source: IFC press release, LSEG database, June 2014

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Appendix

(general slides)

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Criteria Main Market

Security type Fixed Income

Official list status Listed

Regulated EU Regulated

Sponsor / Nomad Not Required

Corporate governance A Code

Regulatory supervision UKLA

Legislation LR/PD/TD/MAR/A&Ds

Types of companies Large multinationals

Premise Debt issuers seeking high profile

listing

Eligible investors Professional and retail

Main Market

Description

Flagship Market: The London Stock Exchange’s Main Market is the world’s

most international market for the admission and trading of equity, debt and

other securities, providing access to Europe’s deepest capital pool

Located at the heart of the world’s leading financial centre: The ideal

home to over 2,600 debt issuers from 60 countries, including many of the

world’s largest, most successful and most dynamic companies

High Profile Listing: Exposes debt securities to a wide audience of financial

market participants, boosting the profile of the listing

High regulatory standards: Underpinned by London’s balanced and

globally-respected standards of regulation and corporate governance, the

Main Market represents a badge of quality for every company admitted to and

traded on it and an aspiration for many companies worldwide

Broad range of eligible investors: The Main Market’s status as a listed and

regulated market offers flexibility both to issuers and holders of debt finance.

Its focus, therefore, is on the broadest range of institutional and retail

investors

Liquidity: Offers a number of secondary market order-book solutions while

providing access to London’s deep pool of international eurobond liquidity

Cost saving: Offers cost savings as London is the only major European

listing venue with no annual fees to debt issuers

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Criteria PSM

Security type Fixed Income

Official list status Listed

Regulated MTF

Sponsor / Nomad Not Required

Corporate governance Domestic

Regulatory supervision UKLA

Legislation LR/LP/MAR/A&Ds

Types of companies Emerging Markets

Premise Debt issuers using local GAAP

Eligible investors Professional only

Description

Lighter Regulation: Outside scope of EU Prospectus and Transparency

Directives

No EU Passport: Designed to meet financing needs of issuers who do not

require EU passport

Alternative Accounting Standards: Offers alternative for issuers not wishing

to prepare financial information to IFRS, and ability to report under national

GAAP

Lower Denomination requirements: Distinction between wholesale and

retail does not apply, which allows securities to be issued in denominations

lower than €100K but under the wholesale regime

Lower disclosure requirements: Offers full listed status but with lower levels

of disclosure and continuing obligations than what would be required on EU-

Regulated Main Market

Liquidity: Offers a number of secondary market order-book solutions while

providing access to London’s deep pool of international eurobond liquidity

Cost saving: Offers cost savings as London is the only major European

listing venue with no annual fees to debt issuers

Professional Securities Market

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UKLA Listing Requirements Checklist

Source: UKLA website

LR 2

Required by

LR17.2.1

Rule Description

2.2.1 (1) Applicant Duly incorporated The applicant must be validly established according to the relevant laws of its place

2.2.1 (2) Conformity with constitution The applicant must be operating in conformity with its constitution

2.2.2 (1) Conforms with law of place of constitution Securities must conform with the law of the applicant’s place

2.2.2 (2) Duly authorised Securities must be authorised according to the applicant’s constitution

2.2.2 (3) Statutory and other consents Securities must have necessary statutory or other consent

2.2.3 Admitted on Recognised Investment

Exchange (RIE) Securities must be admitted to trading on a RIE market for listed securities

2.2.4 (1) Freely transferable The listed securities must be freely transferable

2.2.7 (1) Minimum market capitalisation The expected aggregate amount value of the securities must be at least £ 200,000

2.2.9 (1) Whole class to be listed If no securities of that class are already listed, the new securities class must relate to all

securities of that class issued or proposed to be issued

2.2.10 (2)(a) Prospectus approved by FCA and published A prospectus must be approved by the FCA

2.2.10 (2)(b) Other EEA is Home Member State for the

securities

The relevant competent authority must supply the FCA with a certificate of approval, a

copy of the prospectus as approved and a translation of the summary of the prospectus.

2.2.11 (2) Listing Particulars approved Listing particulars for the securities must have been approved by the FCA

2.2.12 (1) Convertible into listed securities Convertible securities may be admitted to listing only if the securities into which they are

convertible are listed securities

2.2.12 (2) Convertible into recognised market

securities

Convertible securities may be admitted to listing only if the securities into which they are

convertible are securities listed on a regulated, regularly operating, recognised open

market

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Ongoing Obligations of Debt Issuers

London Stock Exchange’s Regulated Market (Main Market) – EEA Regulated The Professional Securities (PSM) (Unregulated Market) – Exchange Regulated

Relevant legislation and rules

Disclosure and Transparency Rules (DTR)

Listing Rules (LR)

Disclosure and Transparency Rules (DTR)

Listing Rules (LR)

Accounts Wholesale

Issuers with debt securities in denominations of EUR100,000 (or equivalent) and above do not have to comply with the periodic financial requirements set out in the Transparency Directive (implemented by DTR 4).

However, under LR 17.3.4, annual report and accounts must be approved and published within six months of the year end, and must be independently audited and prepared in accordance with the issuer’s national accounting standards or IAS.

No requirement to produce half-yearly reports.

Retail

Annual reports must be prepared and published within four months of the year end and to be publicly available for at least five years (DTR 4.1.3 and 4.1.4).

Half-yearly reports must be prepared and published within two months of the period to which it relates and to be publicly available for at least five years (DTR 4.2.2).

The PSM does not distinguish between wholesale and retail issuers.

LR 17.3.4 requires Issuers to publish their annual report and accounts. These must be approved and published within six months of the year end, and must be independently audited and prepared in accordance with the issuer’s national accounting standards or IAS.

No requirement to produce half-yearly reports.

Inside Information

If there is any inside information that directly concerns the issuer, the issuer must disclose such information as soon as possible through a Regulated Information Service (RIS) to the market (DTR 2.2).

The issuer, and those acting for it must prepare and keep up-to-date lists of individuals working for them with access to inside information. The insider list must name each insider, state the reasons for the insider’s inclusion on the list, and include the date of creation and update the list (DTR 2.8).

Issuers are required to comply with DTR 2, which details with disclosure and control of information by issuers, in the same way as an issuer with securities admitted to trading on a Regulated Market (LR 17.3.9).

If there is any inside information that directly concerns the issuer, the issuer must disclose such information as soon as possible through a RIS to the market (DTR 2.2)

The issuer, and those acting for it must prepare and keep up-to-date lists of individuals working for them with access to inside information. The insider list must name each insider, state the reasons for the insider’s inclusion on the list, and include the date of creation and update the list (DTR 2.8).

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Ongoing Obligations of Debt Issuers (cont’d)

London Stock Exchange’s Regulated Market (Main Market) – EEA Regulated The Professional Securities (PSM) (Unregulated Market) – Exchange Regulated

Dissemination of Information

The issuer is required to comply with DTR 6.3, which dictates how information should be disseminated to the market.

Information required to be disclosed under the DTRs must fall within the definition of “regulated information”.

Regulated information must be disseminated to as wide a public as possible and simultaneously in the Home Member State and other EEA states.

In effect, this rule obliges an issuer to make use of a RIS and adhere to other minimum requirements when disclosing, for example, inside information.

An annual report is not required to be communicated to the media in full unedited text unless it is the type that would be required to be disseminated in half-yearly financial report.

Under LR 17.2.9B, the issuer is required to comply with DTR 6.3, which dictates how much information should be disseminated to the market.

Information required to be disclosured under the DTRs must fall within the definition of “regulated information”.

Regulated Information must be disseminated to as wide a public as possible and simultaneously in the Home Member State and other EEA states.

In effect, this rule obliges an issuer to make use of a RIS and adhere to other minimum requirements when disclosing, for example, inside information.

Other relevant continuing obligations

Ensure equal treatment for all holders of the debt securities ranking pari passu in respect of all rights attaching to the debt securities (DTR 6.1.3).

Make public without delay any change in the rights of holders of the debt securities including changes in the terms and conditions of the debt securities which could indirectly affect those rights, resulting in particular from a change in loan terms or in interest rates (DTR 6.1.10).

Publish notices/distribute circulars concerning bondholder meetings, payment of interest, exercise of conversion, exchange, subscription or cancellation rights and repayment (DTR 6.1.14).

Make public without delay any new loan issues and in particular of any guarantee or security in respect thereof (DTR 6.1.11).

Ensure that all the necessary facilities and information are available publicly to enable holders of the debt securities to exercise their rights (DTR 6.1.4).

Where the issuer proposes to amend its instrument of incorporation or statutes, it shall provide the draft amendment to the FSA. Such submission shall be effected without delay and must, at the latest, be provided on the date of the general meeting called on to vote on, or be informed of, the amendment (DTR 6.1.2).

All holders of debt securities must be given equal treatment in respect of rights.

Any changes to the rights must be disclosed to the public without delay.

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Appendix

(data sets)

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Page 50: Accessing the Global Markets Through London...Nov 29, 2016  · • Listing in a global market such as London raises a company’s international profile. • High international regulatory

ISIN Issuer Name Coupon(%) Currency Amount

Raised Issue Date Maturity Date Market

XS1512929842 Bank of China 1.875 USD 500,000,000 09/11/2016 09/11/2019 PSM

XS1498532271 MuniFin 1.375 USD 500,000,000 04/10/2016 21/09/2021 Main Market

XS1494406074 Nordic Investment Bank 0.5 SEK 1,500,000,000 22/09/2016 22/09/2023 Main Market

XS1467374473 NTPC Ltd 7.375 INR 20,000,000,000 10/08/2016 10/08/2021 PSM

US29874QCW24 European Bank for Reconstruction 0.875 USD 650,000,000 20/07/2016 22/07/2019 Main Market

XS1436518606 SBAB Bank AB 1.048 SEK 1,000,000,000 23/06/2016 23/06/2021 Main Market

XS1436728916 SBAB Bank AB 0.471 SEK 1,000,000,000 23/06/2016 23/06/2021 Main Market

XS1433082861 City of Gothenburg Sweden 0.885 SEK 1,000,000,000 15/06/2016 15/06/2022 Main Market

XS1431730388 Nordic Investment Bank 0.125 EUR 500,000,000 10/06/2016 10/06/2024 Main Market

XS1410341389 Axis Bank Ltd/Dubai 2.875 USD 500,000,000 01/06/2016 01/06/2021 PSM

XS1420355023 Stockholms Lans Landsting 0.75 SEK 15,000,000,000 27/05/2016 27/09/2021 Main Market

XS1402169848 International Finance Corp 4.75 MXN 500,000,000 29/04/2016 29/04/2021 Main Market

US45950VHX73 International Finance Corp 2.125 USD 1,200,000,000 07/04/2016 07/04/2026 Main Market

XS1347786797 Nordic Investment Bank 0.625 SEK 1,000,000,000 20/01/2016 20/01/2021 Main Market

Green Bonds on London Stock Exchange

Green Bonds Listed on London Stock Exchange dedicated Green Bond Segments and Sectors

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ISIN Issuer Name Coupon(%) Currency Amount

Raised Issue Date Maturity Date Segment

US45950VHE92 International Finance Corp 1.25 USD 500,000,000 27/11/2015 27/11/2018 Main Market

XS1309485701 Development Bank of Japan Inc 0.375 EUR 300,000,000 21/10/2015 21/10/2019 PSM

XS1303791336 Agricultural Bank of China Ltd 2.75 USD 500,000,000 20/10/2015 20/10/2020 PSM

XS1308276168 Agricultural Bank of China Ltd 2.125 USD 400,000,000 20/10/2015 20/10/2018 PSM

HK0000270386 Agricultural Bank of China Ltd 4.15 CNY 600,000,000 20/10/2015 20/10/2017 PSM

XS1292474282 Nordic Investment Bank 0.375 EUR 500,000,000 17/09/2015 19/09/2022 Main Market

US45950VGQ32 International Finance Corp 6.45 INR 315,000,000,000 10/08/2015 10/08/2020 Main Market

XS1253847815 City of Gothenburg Sweden 1.455 SEK 1,050,000,000 30/06/2015 30/06/2021 Main Market

XS1238024035 Shanks Group PLC 3.65 EUR 100,000,000 16/06/2015 16/06/2022 Main Market

XS1239582502 Stockholms Lans Landsting 1 SEK 15,000,000,000 28/05/2015 28/05/2021 Main Market

XS1239582684 Stockholms Lans Landsting 0 SEK 300,000,000 28/05/2015 28/05/2021 Main Market

XS1222743061 Transport for London 2.125 GBP 400,000,000 24/04/2015 24/04/2025 Main Market

XS1222727536 Nordic Investment Bank 0.155 SEK 1,000,000,000 23/04/2015 23/04/2020 Main Market

XS1117504750 Development Bank of Japan Inc 0.25 EUR 250,000,000 07/10/2014 06/10/2017 PSM

XS1080036939 International Finance Corp 2 CNY 500,000,000 26/06/2014 26/06/2017 Main Market

XS1073488675 City of Gothenburg Sweden 2 SEK 310,000,000 03/06/2014 03/06/2020 Main Market

Green Bonds on London Stock Exchange

Green Bonds Listed on London Stock Exchange dedicated Green Bond Segments and Sectors

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ISIN Issuer Name Coupon(%) Currency Amount

Raised Issue Date Maturity Date Segment

XS1073521988 City of Gothenburg Sweden 0 SEK 1,500,000,000 03/06/2014 03/06/2020 Main Market

XS1069348941 Stockholms Lans Landsting 0 SEK 870,000,000 19/05/2014 19/05/2020 Main Market

XS1069349089 Stockholms Lans Landsting 2.125 SEK 230,000,000 19/05/2014 19/05/2020 Main Market

XS1048655184 Unilever PLC 2 GBP 250,000,000 26/03/2014 19/12/2018 Main Market

XS1031495929 Nordic Investment Bank 0 EUR 40,000,000 11/02/2014 11/02/2019 Main Market

XS0976165828 City of Gothenburg Sweden 0 SEK 250,000,000 03/10/2013 03/10/2019 Main Market

XS0976166719 City of Gothenburg Sweden 2.915 SEK 250,000,000 03/10/2013 03/10/2019 Main Market

XS0975173633 Nordic Investment Bank 2.413 SEK 500,000,000 27/09/2013 27/09/2018 Main Market

US29874QCN25 European Bank for Reconstruction 1.625 USD 250,000,000 17/09/2013 10/04/2018 Main Market

XS0824127277 Nordic Investment Bank 2.75 SEK 500,000,000 07/09/2012 07/09/2032 Main Market

Green Bonds on London Stock Exchange

Green Bonds Listed on London Stock Exchange dedicated Green Bond Segments and Sectors

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ISIN Issuer Description Coupon (%) Currency of

Issue Issue Date Maturity Market

XS1233613188 IBRD

Notes Linked to the Ethical Europe

Equity Index due July 5, 2023 - Green

Growth Bonds

Floating –

Index linked USD 28/07/2015 05/07/2023 MOT

XS1198278175 EIB 8.50 per cent. Climate Awareness Bonds

due 27th March, 2019 8.5 TRY 27/02/2015 27/03/2019 MOT

XS1107247725 EIB 1.75 per cent. Eurocooperation (Ecoop)

Bonds due 15th September, 2045 1.75 EUR 09/08/2014 15/09/2045 MOT

XS1247736793 EIB 0.875 per cent. Eurocooperation (Ecoop)

Bonds due 13 September 2024 0.875 EUR 17/06/2015 13/09/2024 MOT

XS1260085037 EIB 0.125 per cent. Eurocooperation (Ecoop)

Bonds due 15 June 2020 0.125 EUR 14/07/2015 15/06/2020 MOT

XS1183208328 EIB 1.00 per cent. Eurocooperation (Ecoop)

Bonds due 14 March 2031 0 EUR 05/02/2015 14/03/2031 MOT

XS1271698612 EIB 0.375 per cent. Eurocooperation (Ecoop)

Bonds due 15 March 2022 0.375 EUR 08/05/2015 15/03/2022 MOT

Green Bonds listed on Borsa Italiana MOT markets

Green Bonds on Italian MOT

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Page 54: Accessing the Global Markets Through London...Nov 29, 2016  · • Listing in a global market such as London raises a company’s international profile. • High international regulatory

London Stock Exchange’s Fixed Income Team

Primary Markets

Global Head of Fixed Income Pietro Poletto +39 02 7242 6243 [email protected]

UK Head of Fixed Income Darko Hajdukovic +44 20 7797 3306 [email protected]

Fixed Income Product Specialist Lillian Georgopoulou +44 20 7797 3482 [email protected]

Fixed Income Product Specialist Elena Chimonides +44 20 7797 1509 [email protected]

Secondary Markets

Global Co-Heads of Equity, Funds, Fixed Income Pietro Poletto

Brian Schwieger

+39 02 7242 6243

+44 20 7797 3860

[email protected]

[email protected]

For further information refer to www.lseg.com 54

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