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How to issue debt


There are several steps towards issuing debt, which all issuers have to take. Admission to listing and admission to trading are parallel processes, in which the Exchange and the UK Listing Authority (UKLA) work together with issuers and their advisers (see the listing process).

  • The mandate - Appointing the lead manager (see the parties involved) and, advised by them, choosing the size, structure and timing of the bond issue.
  • Due diligence - Providing and verifying all the information required for the issuer's listing document and the supporting documentation. Legal advisers lead this work.
  • Preparation - Preparing the documents including the information memorandum and listing particulars and presenting them to the UKLA and the Exchange.
  • Launch - With the due diligence and marketing completed, this is the official announcement of the bond issue when the lead manager invites the syndicate (see the parties involved) to participate in placing the bonds with investors.
  • Signing and closing - The signing is when an issuer and their advisers sign and execute all the documents. Shortly after this and the closing, the issuer receive the proceeds of their bond issue.
  • Secondary market trading - With the bonds now listed on the London Stock Exchange they are eligible to be traded by investors, either on the open market or, in the case of Eurobonds, by private deals between institutional investors.

Parties involved

There are a number of parties to every bond issue, each with their own role to play in assisting the issuer and ensuring the issue's success. Here we summarise the roles of the main players.
Lead manager and syndicate
The lead manager, normally a financial institution such as an investment bank, is responsible for managing the entire issue process. As well as advising the issuer on the structure and timing of the issue, the lead manager appoints the syndicate, a group of investment banks that will market and sell (and, usually, underwrite) the issue.

Legal advisers
Responsible for the due diligence process and verifying statements of fact - and for the drafting of the listing particulars and the supporting documentation.
Paying agents
The paying agent is responsible for receiving a bond's interest payments from the issuer and distributing them to the bondholders.
Clearing systems and depositary
Euroclear and Clearstream are the two main systems for monitoring and validating the transfer of bonds ('clearing') listed in London and in both the primary and secondary markets. Most bonds are issued in bearer form and held by a depositary (usually a bank) for safe keeping.
Trustee
Appointed by the investors in the notes, the trustee is the representative of the bondholders, charged with protecting their rights and ensuring the terms of the bond are adhered to.
Fiscal agent
Acts on the behalf of the issuer to ensure the payment of interest and principal.

Listing process for debt

We work closely with the UK Listing Authority (UKLA) and key advisers to ensure a timely and cost effective listing process that will best suit issuers’ needs.

Our team maintains close communication with issuers and advisers to facilitate the listing process. Our good working relationship with the UKLA ensures that the issuers understand the requirements (see the table below for the main requirements) and process and that they receive prompt attention.

Listing debt is a two-stage process. In the first instance, the UKLA admits debt securities to its Official List after approving the prospectus or the listing particulars. Then application for admission to trading is made to the Exchange. The process is designed to be as efficient and transparent as possible.

The UKLA follows a clear schedule when approving a prospectus or listing particulars for debt securities, under which first comments will be provided within 4 working days for most issues. Every application for the listing of debt securities in London will be allocated a dedicated reader, which enables continual information sharing and easy access to the UKLA.

Additionally, the UKLA has a specialist Central Debt Desk (CDD), with a primary responsibility for reviewing documentation for debt securities under a fast track regime.

Admission to trading
The process of admitting securities for trading by the Exchange once they are admitted to the Official List by the UKLA takes no longer than 2 clear working days.

Once the securities are admitted to trading, the issuer must observe certain ongoing obligations with regard to inside information, the dissemination of relevant information, and the publication of annual accounts. For more information see the Being on market page in this section.

Downloads
A practical guide to listing debt in London(pdffile pdf - 336 KB)
Form 1(docfile doc - 567 KB)

Listing authority

The UK Listing Authority (UKLA), a division of the Financial Services Authority (FSA), is the body responsible for regulating all bonds listed on our market.

In the primary market the UKLA approves all applications and grants admission to listing. Thereafter it monitors issuers' compliance with their continuing obligations for the duration of the listing.

The UKLA's Rule Book is the bible for bond issuers and their advisers, laying out all the rules and regulations for issuing bonds and obligations throughout the life of a debt instrument.

The UKLA's Central Debt Desk (CDD) is the specialist department within the UKLA that provides fast-track turnarounds for many of the simpler types of bond issue.

You can find out more about the UKLA on their website. You can reach their technical helpdesk on +44 (0)20 7066 8333.

Our role

Many investors can only buy bonds that are listed on a Recognised Investment Exchange. As Europe's largest and the world's most international stock market, it is the London Stock Exchange's role to provide efficient and well-regulated markets for both bond issuers and investors. We also help ensure the issuing process is as quick and efficient as possible, working closely with the UK Listing Authority (UKLA), bond issuers and their advisers.

Transaction timetable

Issuing and listing bonds are parallel processes that happen simultaneously. Together, the UK Listing Authority (UKLA) and the London Stock Exchange work to help issuers minimise the time it takes to list bonds on our market.

Agreeing the timetable well in advance, appointing experienced advisers and submitting a complete listing document are the best ways to ensure a quick turnaround. Below we look at a typical transaction timetable - click on the image to open it.

Debt transaction timetable

(pdffile pdf - 10 KB)

The pages on the issuance process and the listing process contain more detail on the steps taken in the issuing and listing bonds.

Downloads
A practical guide to listing debt in London(pdffile pdf - 336 KB)
Admission and Disclosure Standards(pdffile pdf - 544 KB)

Listing costs

Debt issuers pay an admission fee to list debt on our market; the UK Listing Authority (UKLA) also charges vetting fees on all listing applications.

Unlike some other exchanges, there are no annual fees for listing bonds in London, making listing longer-term bonds particularly cost-effective. The admission fee structure is based on the size of the issue; there are full details in our brochure Admission and Annual Fees. The UKLA's fees are summarised in their publication Listing Fees.

Debt Issue Price List PDF

Downloads






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