Tap Issues, Debt Issuance Programmes and Asset-Backed Securities
(a) Tap issues
Where application is made by an issuer for listing of a tap issue, the HKEX will normally apply the same requirements for each subsequent tranche as applied to the initial tranche. However, where such application is contemplated, the HKEX should be consulted at the earliest opportunity as to the requirements which will apply. Any listing document issued in connection with a tap issue must specify the maximum nominal amount of debt securities which could be issued.
(b) Debt issuance programmes
The application for listing must cover the maximum amount of securities which may be in issue and listed at any one time under the programme. If the HKEX approves the application, it will admit to listing all securities which may be issued under the programme within 12 months after the publication of the listing document subject to the HKEX:
- being advised of the final terms of each issue;
- receiving and approving for publication any supplementary listing document that may be appropriate;
- receiving confirmation that the securities in question have been issued; and
- receiving any listing fees payable.
Pursuant to HKEX Listing Rule 29.05 the final terms of each issue which is intended to be listed (“the pricing supplement”) must be submitted in writing to the HKEX as soon as possible after they have been agreed and in any event no later than 2.00 p.m. on the business day before listing is required to become effective. The pricing supplement may be submitted by the issuer, or one or more firms designated by the issuer so long as in the latter case the HKEX has received a letter of appointment signed by a duly authorised officer of the issuer. The pricing supplement relating to an issue, when read together with the listing document and any supplementary listing document in respect of the programme, must provide an investor with the full terms and conditions of that issue.
(c) Asset-backed securities
The following additions and exceptions to the qualifications for listing apply to issuers of asset-backed securities:
- the issuer must normally be a single purpose undertaking. However, the requirement to be a single purpose undertaking does not preclude the addition to the pool of further assets during the life of the securities. Furthermore, further classes of debt securities may be issued by the undertaking, backed by separate pools of similar assets;
- the requirement for three year audited accounts does not apply and neither does the latest financial period reporting requirement apply;
- where an issue of asset-backed securities is backed by equity securities, those securities must be listed on a stock exchange or traded on another regulated and regularly operating open market; the equity securities must represent non-controlling interests in and must not confer legal or management control of the companies issuing the equity securities; where options or conversion rights relating to equity securities are used to back an issue, this paragraph applies in respect of the securities resulting from the exercise of those options or rights; and
- there must be a trustee or other appropriate independent party representing the interests of the holders of the asset-backed securities and with the right of access to appropriate information relating to the assets.