FAQs | Debt

Bonds are tradeable securities, issued by a borrower (the bond issuer) in order to raise capital. Bonds represent a formal agreement between the issuer and the lender (the bondholder) that the issuer will repay to the lender the full amount borrowed plus interest over the lifetime of the bond.

This is the amount that the issuer will pay to the bondholder on maturity. The nominal value is also the amount on which the interest is paid to the bondholder.

A covered warrant is a financial product that gives the holder the right, but not the obligation, to either buy (call) or sell (put) an underlying asset at a predetermined price (exercise price) on or before a certain date in the future (expiry date). Learn more about covered warrants and how they work.

A structured product is a financial instruments issued by banks with varying terms, payouts and risk profiles tracking the performance of an underlying asset which can be equity, index, commodity, currency or a basket. Learn more about structured products and their key features.

No. All transactions take place through authorised brokers or platforms.

Not necessarily. The Access Bond roundel indicates only that the issuer has confirmed UK retail distribution. It does not represent an assessment of suitability, complexity, or risk by the London Stock Exchange. Investors should always seek independent advice before making investment decisions.

No. PVLBs are a subset of Access Bonds that meet specific FCA criteria. Any bond admitted to the Main Market with a target market determination including UK retail confirmed at the time of admission will be recognised as an Access Bond.

Existing ORB bonds will continue to trade on OFIS.

ISM is a specialist market aimed at professional investors. It is tailored to issuers of non-equity securities which, because of their nature, are normally bought and traded only by professional investors. Rules applicable to issuers seeking admission to trading of securities, or whose securities are admitted to trading, on ISM are set out in the ISM Rulebook.

The responses below are intended to assist users or prospective users of ISM on the application of the rules. The responses set out below should be regarded as illustrative only. Issuers should consult with Primary Market Regulation if in doubt about how the rules apply in a particular situation or to particular securities.

Unless otherwise defined, defined terms have the same meaning as in the ISM Rulebook.

1. What products can be admitted to trading on ISM?
   Debt and debt-like securities targeted at professional investors can be admitted to trading.
   
   A non-exhaustive list includes vanilla securities, high-yield securities, asset-backed securities, sukuk, convertible securities, insurance linked securities and structured products.
2. Should correspondence/information that needs to be submitted “in writing”, be submitted by email or hard copy?
   Written correspondence should always be submitted by email.
3. What are the turnaround times for review of the admission particulars (including eligibility)?
   A first set of comments on draft admission particulars will be provided within a maximum period of three business days after the date of receipt.
   
   Additional comments following submission of updated draft admission particulars will be provided within a maximum period of two business days after the date of receipt. References to “day” with respect to any time period mean “clear business days” i.e. complete days not including the day the period begins. Where the timetable requires, we will of course consider shorter turnaround times if it is possible. Please contact us at the earliest possible stage as we will always try to ensure that timetables are met.
4. What are the turnaround times for just an eligibility review? 
   An eligibility letter should be submitted to the Exchange setting out the background to the transaction and why the advisers consider it to be both eligible and appropriate for ISM. Upon receipt of this eligibility letter, the Exchange will revert within 10 business days and any subsequent discussion will be at the Exchange’s discretion.
5. Are Legal Entity Identifiers required for securities to be admitted to trading on ISM?
   Yes - the Legal Entity Identifier is a 20-character alpha-numeric code used to uniquely identify legally distinct entities that engage in financial transactions and is required for securities to be admitted to trading on ISM. Please refer to Legal Entity Identifier for further information.
6. Is there a minimum denomination that a security must have to be admitted to ISM?
   ISM does not have a minimum denomination requirement, however there must be appropriate restrictions in place to prevent the security being marketed or sold to retail investors. As a result, where a security has a low denomination, the Exchange will seek additional information and confirmations from the applicant’s adviser in respect of the restrictions on marketing and distributing to retail.
7. What are the key steps that need to be taken in order to admit securities to ISM?
   There are several steps involved with issuing debt for admission to ISM that all issuers have to undertake. The key steps are set out below:
   • The mandate – A lead manager needs to be appointed to advise on the size, structure and timing of the bond issue. Legal advisers, together with the necessary agents and/or trustee, must also be appointed.
   • Due diligence - Providing and verifying all the information set out in the issuer's admission particulars and ensuring that the supporting documentation is accurate and factual in order to ensure that investors can make an informed assessment of the issuer and its ability to meet its obligations in respect of the securities. Legal advisers will lead this work.
   • Preparation - The Admission Particulars and eligibility assessment must be submitted to the ISM team at the Exchange for eligibility consideration.
   • Launch – Once due diligence and any other pre-launch steps are complete, the issuer can announce its intention to issue bonds to the market.
   • Signing and closing - The issuer and its advisers will sign and execute all the documents. Once complete, the issuer will receive the proceeds of the bond issue.
   • Secondary market trading – Issuers are invited to get in touch with the Fixed Income Team at bonds@lseg.com to discuss which segment of London Stock Exchange's markets best suits their needs.

1. Can admission particulars be created by “wrapping” an existing prospectus or offering document to enable securities to be admitted to ISM?
   Yes and the wrapper would include items of disclosure that are specific to ISM and have not been included in the underlying document.
2. Can listing agents be used?
   If an issuer prefers, it is able to use a listing agent, provided the chosen listing agent has experience in debt capital markets. The ISM team will deal with an appointed listing agent on administrative matters. However, the ISM team will continue to communicate directly with the issuer’s legal advisers in respect of technical and other matters as appropriate.
3. What information needs to be included for a guarantor?
   Item 3 of Schedule 7 of the ISM Rulebook denotes that, if a transaction is guaranteed, the guarantor needs to provide information about itself as if it were the issuer of the same type of security that is the subject of the guarantee. For example, if bonds issued by a trading company are guaranteed by its parent, the parent guarantor would either provide disclosure on itself, as set out in Schedule 1, or if the parent guarantor has securities admitted to a suitable market then it could use the simplified disclosure approach set out in Schedule 9. The trading company would also be required to provide Schedule 1 disclosure if it did not have securities admitted to a suitable market, but if it does have securities admitted to a suitable market, then it would also be able to use the simplified disclosure approach set out in Schedule 9.
   
   Other than the Schedule 7 checklist, if completing any of the checklists on behalf of a guarantor, please note that all references to the “issuer” in such checklists should be interpreted as references to the “guarantor”.
4. What are the requirements for an Exempt Issuer seeking admission to trading of securities on ISM?
   An Exempt Issuer must complete an ISM Form 1 and an eligibility checklist. (Note: Paragraphs 3, 4, 8 and 12 of Section 1 of the ISM Rulebook do not apply to Exempt Issuers). The completed ISM Form 1 and eligibility checklist should be submitted by email to ISMApplication@lseg.com by 9:00 a.m. the business day before the securities are to be admitted to trading.
5. What are the ISM publication requirements for admission particulars?
   Subject to the modification for issuers of insurance linked securities set out in paragraph 6 of Section 3 of the ISM Rulebook, admission particulars/pricing supplement must be “published” at the latest on the day of admission to trading/establishment. This can be on the issuer’s website, on the website of the Exchange or through a RIS (such as RNS). It is the issuer’s responsibility to inform the Exchange and provide the relevant documentation if the chosen method of publication is the Exchange’s website. In respect of continuous obligations, as per the definition of publish in the ISM Rulebook, for the purposes of Section 4 of the ISM Rulebook, information shall be deemed to be published when it is made available in electronic form through an RIS (such as RNS).
   
   In respect of publishing the information through a RIS (such as RNS), there are 2 options:
   • (a) publish the information in full via a RIS (such as RNS); or
   • (b) the issuer may use its own website to publish the information (e.g. financials, information required pursuant to the UK Market Abuse Regulation and notices with respect to the payment of interest), but it would also then need to release a “Doc Re” announcement via a RIS (such as RNS) (i.e. an announcement noting that the documentation has been published with a link to the relevant information) in order to notify the market where such information is available.
6. What happens if an issuer changes its accounting period?
   Item 11.1 of Schedule 1 of the ISM Rulebook sets out that the issuer needs to provide the financials for the last two financial years (or such shorter period that the issuer has been in operation). If an issuer changes its accounting period, the audited financial information included in the admission particulars would still need to cover at least two years, even if this means that it may actually have to include audited financial information covering more than two years.
   
7. What happens if the issuer, nor any other entity participating in the issue itself has no financial information available?
   Subject to paragraph 8 of Section 1, if the issuer does not have the required audited financial information available, at least one of the other entities participating in the issue should meet this requirement.
   In the case of an asset backed transaction, where there are five or fewer obligors, the expectation would be that audited financial information covering a two-year period would be provided on each of the obligors.
   
   If there are any queries with this requirement, please bring this to our attention as soon as possible and submit an eligibility letter for our review.
   
8. What are the key continuing obligations?
   The ongoing obligations are set out at Section 4 of the ISM Rulebook and can be broadly split into two categories:
   • (a) financial information – ISM requires issuers to publish annual report and accounts within 6 months of the year end to which the accounts relate; and
   • (b) information specific to bond holders – information that is specific to the security that has been admitted to ISM (e.g. a change in the coupon payment date).
     
     In addition, issuers need to be mindful of their obligations under the UK Market Abuse Regulation.
9. What is classified as an expert statement and what corresponding statements need to be included in the disclosure?
   The issuer is required to take responsibility for the entire contents of the admission particulars, unless of course there are other parties taking responsibility for certain information. If an expert, such as an accountant, mineral consultant, Shari’ah adviser or property surveyor has prepared a report or statement specifically for the transaction, an appropriate consent statement will need to be provided by the expert in accordance with item 13 of Schedule 1 of the ISM Rulebook. In addition, an expert will also need to provide a responsibility statement pursuant to item 1.2 of Schedule 1 for the report or statement that has been included within the admission particulars.

1. Do checklists have to be submitted with every draft of the admission particulars?
   Checklists (information and eligibility) need to be submitted with the initial draft of the admission particulars but do not have to be updated and resubmitted with subsequent amended drafts of the admission particulars.
   
2. Do admission particulars need to be annotated in line with the checklists?
   No, admission particulars do not need to be annotated but page references need to be provided when the checklists are completed.
   
3. Are eligibility checklists required for a tap?
   No.

1. What is required for establishing programmes on ISM?
   Debt issuance programmes can be established on ISM by the submission of programme admission particulars. The programme admission particulars would be assessed under the disclosure requirements relevant to the securities to be issued as set out in the ISM Rulebook. Following the issue of a “no further comments” letter for the programme admission particulars, the issuer must submit a completed ISM Form 1 and an eligibility checklist to establish the programme on ISM.
2. What is required for a dual Main Market and ISM programme establishment?
   Where a base prospectus is being reviewed by the FCA, that will establish a programme on both the Main Market and ISM, the following documentation will need to be submitted:
   • the latest draft of the base prospectus (which has been sent to the FCA);
   • copies of the PD Reg checklists which have been submitted to the FCA;
   • an ISM eligibility checklist;
   • an ISM Schedule 3 checklist (only item 4.1 from Schedule 3 is required as the rest of the requirements of Schedule 3 and any of the other securities disclosure checklists will be covered by the equivalent PD annexes); and
   • an ISM Form 1.
3. Can new terms and conditions be included in a pricing supplement to enable the admission to trading on ISM of a security with features not previously contemplated in the programme admission particulars?
   Yes, provided the new terms and conditions are not significant and would not require any supplementary disclosure.
   If there are any queries or concerns with respect to an item to be included in a pricing supplement, please bring this to our attention as soon as possible.
4. What is the process for drawing down from a programme already established on ISM?
   If the issue is to be from a programme established on ISM, then the final version of the pricing supplement (does not need to be signed but needs to be the final version) must be submitted to admissions@lseg.com by 14.00 (London time) one business day before the securities are to be admitted to ISM.
   
   Pricing supplements need to be published in line with the definition of “publishing” set out in the ISM Rulebook. One of the methods of publication is notifying the pricing supplement using an RIS, such as RNS; however, it could also be published on the issuer’s website or on the Exchange’s website. If relying on the latter option, it is the issuer’s/adviser’s responsibility to inform the Exchange of this publication choice.
5. Are there any circumstances where securities that are issued through pricing supplements may not be admitted to trading the following day?
   Occasionally it may not be possible to admit to trading the following day securities that are issued through pricing supplements based solely on the information contained in the pricing supplement. For example, if the relevant securities do not meet the eligibility requirements for admission to trading on ISM or where there is insufficient or inadequate information in the pricing supplement. With respect to the latter, missing information may include, for example, ISIN numbers, denomination and maturity dates.
6. Is there an overview of documents to be submitted and applicable fees for various admission to trading scenarios?
   Please see the table below for an overview.

1. When are supplementary admission particulars required and what needs to be included in them?
   Supplementary admission particulars are required if, following the publication of admission particulars, a significant new factor, material mistake or material inaccuracy is identified that requires the admission particulars to be updated or amended. The supplementary admission particulars need to include the following information:
   • details of the new factor, mistake or inaccuracy;
   • details of the admission particulars that the supplementary admission particulars should be read in conjunction with;
   • a responsibility statement; and
   • a statement that “save as disclosed within this supplement, no significant new factor, material mistake or material inaccuracy relating to the information included in the admission particulars which is capable of affecting the assessment of the securities has arisen since the publication of the admission particulars.”
     
     The draft supplement should be submitted to us at least one business day prior to the intended publication date.
2. Supplements to programmes established on both the main market and ISM.
   Where a programme is established jointly on the Main Market (UK regulated market) and ISM, the supplement can be submitted to us at the same time it is submitted to the FCA for review. Where a supplement is submitted to the FCA using its Same Day Supplement service, then the supplement should be submitted to us at the same time it is submitted to the FCA and we should be notified once the FCA has approved the supplement.

1. If you are moving from one of the Exchange’s markets to ISM, what is required?
   The Exchange would require an RNS, with the statement set out at item 4.1 of Schedule 3 of the ISM Rulebook and confirmation that the securities are specialist securities and held by professional investors only. If applicable, the issuer would also need to comply with the delisting procedures set out under the Listing Rules.
   
   The request for transfer (plus any relevant documentation, such as the draft RNS), would need to be sent to ISMapplication@lseg.com.

1. When are invoices raised?
   Typically, all invoices are raised internally on the same day the security is admitted to trading/programme established. Our finance function will invoice the contact set out on the ISM Form 1.
2. How can an adviser check whether a security has been admitted or a programme established.
   Securities are only formally admitted to trading on ISM once the relevant ISM Dealing Notice has been published; this notice is released at 8:00 a.m. each business day via RNS News. Confirmation that the securities have been admitted to trading is the ISM Dealing Notice itself.
   
   Upon establishment of a programme, advisers will be sent a confirmation email by the Exchange’s admissions team.
3. If the admission particulars include multiple lines of securities, does a separate ISM Form 1 need to be submitted for each line?
   No, if there is only one issuer of the securities then only one ISM Form 1 needs to be submitted which should include details of all the securities to be admitted.
   
   If there are multiple issuers issuing securities, then each individual issuer would need to complete an ISM Form 1.

1. What is required to submit a derogation request in respect of the ISM Rulebook?
   • A derogation request needs to be submitted in writing (the request can be in the form of an email).
   • The derogation request must provide us with all the material information necessary to enable us to fully consider the circumstances relating to the derogation request.
   • A derogation request should identify the specific issue(s) and the specific reason(s) for the request. Any reasons as to why you consider that there is a legitimate basis to make a request for a modification or dispensation of a requirement of a specific rule should be included.
   • If the information provided to us changes, either during our consideration or after we have made a determination, the issuer (via its advisers) must update its submission, as soon as possible.

We strive to respond to all derogation requests as quickly as possible. However, complex queries may take longer if we require further information. This should be factored into any transaction timetable. In any event, we should always be contacted at the earliest opportunity.

Separately, detailed provisions relating to the omission of information from admission particulars are set out in paragraph 7 of Section 2 of the ISM Rulebook.