Repackaging Unpacked: The repackaging market forum

In our latest Repackaging Unpacked webinar, we covered a number of items which are set out below with links to further information.

Please click here for a recording of the session.

1. EU Listing Act 

David Phillips gave an update on the EU Listing Act package, which entered into force on 4 December 2024. Although most of the amendments to the EU Prospectus Regulation will not apply until June 2026, the ability to incorporate future financial information by reference without need for a supplement applies immediately.

For more resources on the EU and UK prospectus regimes, including an updated redline version of the EU Prospectus Regulation, please see our new webpage. 

2. ESMA consultation paper on amendments to the EU Prospectus Regulation

Leanne Banfield summarised some of the key changes recommended by ESMA in its recent consultation paper, including changes to the prospectus format, sequencing and content requirements. 

Whilst most of the changes will not significantly impact repackaging prospectuses, more clarity is needed on the scope of the proposed new disclosure annex for debt securities “advertised as taking into account ESG factors or pursuing ESG objectives” to understand how it might apply to ESG-linked structured products.

For more information on the proposed new ESG annex, please see our DCM colleagues’ client blog post: ESMA CP on amendments to EU Prospectus regime – ESG proposals.

3. Recent LIBOR case

Vinay Samani gave an overview of Standard Chartered plc v Guaranty Nominees Limited & Ors [2024] EWHC 2605 (Comm), in which the English High Court considered the effect of LIBOR cessation on securities with ‘tough legacy’ fallbacks, and discussed the extent to which the court’s conclusions could apply to repackaging notes.

For a summary of the case, please see our Banking Litigation blog post: Easy fix for ‘Tough Legacy’ LIBOR? - High Court finds an implied term within a contract to use a reasonable alternative rate to LIBOR following its cessation

4. Offering repackagings into the US

Derek Poon, John Hwang and David Lucking, new partners in our New York office, walked through some of the key regulatory and practical issues that structurers need to bear in mind when setting up repackaging programmes that allow notes to be issued to US investors. For more information on this increasingly popular product, see our client note below.

5. Other EU and UK regulatory updates

• EMIR 3 has now been published in the Official Journal and will enter into force on 24 December 2024. Whilst most of the changes will not impact repackagings, ESMA has been given the power to make technical standards which may affect e.g the NFC clearing threshold calculation. See our client note for more information.
• The new UK securitisation regime came into force on 1 November 2024, replacing the onshored Securitisation Regulation. Most of the substantive provisions, however, remain aligned with the EU, including the definition of what constitutes a ‘securitisation’.
• The UK is also in the process of replacing UK PRIIPs with the new ‘Consumer Composite Investments’ (CCI) regime. The statutory instrument setting out the framework and scope of the new regime was published on 21 November (with repackagings offered to UK retail investors expected to constitute CCIs) and the FCA published a consultation paper setting out its draft detailed rules on 19 December, which it expects to finalise in 2025.
• ESMA has published its report on the implementation of T+1 settlement in the EU. Many of its proposals align with those made by the UK’s Accelerated Settlement Taskforce, which published its draft report in September, including the proposed implementation timing of Q4 2027. Please see our previous edition of Repackaging Unpacked for more information on T+1 settlement.

6. Introductory training courses

We are pleased to offer two introductory training courses taking place in January.

Unlocking repackagings (Tuesday 28 January 2025 | 9:00am - 12:00pm GMT) will be a virtual, half-day course aimed at those who want an introduction to, or refresher on, repackagings. Linklaters experts will guide you through the basic repack structure, relevant documents and parties, legal and regulatory issues and how the basic structure has evolved. We will also share some practical tips and considerations.

Please see the full agenda for further details. Please register here.

Unlocking derivatives (Tuesday 14 and Wednesday 15 January 2025 | 9:00am - 12:00pm GMT) will be a virtual, two half-day training course aimed at those who want an introduction to, or refresher on, OTC derivatives. It will cover how derivatives are documented, the related regulatory requirements, different asset classes and market developments. 

Please see the full agenda for further details. Please register here.