Regulatory capital
We have a market leading regulatory capital practice that has been at the forefront of the design, structure and issuance of new capital instruments for many years. We have acted on the first issuance of Restricted Tier 1 contingent convertible notes under the Solvency II regime for RSA, the first sustainable Restricted Tier 1 and Tier 2 notes issued by a UK insurer for Just Group, the first Tier 2 notes issued under Hong Kong’s new capital regime for Prudential and, most recently, the first AT1 capital issuance under the UK’s new Investment Firms Prudential Regime for abrdn.
Our expertise
We advise on the design and issuance of regulatory capital instruments across the banking, insurance, asset management and payments/e-money sectors, both in the context of ordinary course issuances and those required in a strategic context, including transactional activity, as well as the broader requirements that apply to firms under each relevant regime. We also advise on the management and amendment of these instruments over their life spans; the grandfathering of legacy instruments to ensure compliance with relevant regimes; on liability management issues, including consent solicitation, tender offers and reinfection mitigation work; and on financial institutions’ broader capital structures, including in relation to the implementation and operation of the requirements under the UK and EU MREL regimes.
Responding to regulatory change
The pace of regulatory change continues to accelerate and now the UK has left the EU, both the EU and the UK regulatory frameworks are developing separately and diverging in certain respects. Our close and continuous relationships with UK regulators, long-standing relationships with leading law firms globally, and involvement with key industry bodies and trade associations, means we have critical insight into the considerations of policy makers.
Our team
As well as its technical excellence and commercial pragmatism, our team is known for its attentive, client-focused service. We set ourselves apart by focussing on client relationships rather than on niche practice areas. Our teams are small and versatile with the same individuals able to cover the full spectrum of regulatory debt instruments and to support on both new debt and liability management of existing debt.
These teams are also specifically tailored to the needs of our clients and the particular matters on which we support them and draw on the experience of our corporate and financial regulation groups to provide integrated, responsive and cost-effective service to our clients that can support them effectively on the full breadth of regulatory capital issues affecting their businesses.
Key experience
We advised Standard Chartered on numerous capital issuances, including the establishment and updates to its USD77.5bn debt issuance programme established by Standard Chartered plc and Standard Chartered Bank. Most recently, we have supported them on fixed and floating rate notes issuances listed on the London Stock Exchange and standalone AT1, and Tier 2, issuances listed on the Hong Kong Stock Exchange and International Securities Market. We also regularly support them on liability management exercises and internal funding arrangements.
We advised Santander on a wide range of capital raisings, including the establishment of its EUR30bn EMTN programme; regular updates to its EUR35bn global covered bond programme and the ANTS USD30bn EMTN programme; and several standalone AT1 issuances. This work has included advice on internal and external MREL requirements under the UK and EU MREL regimes, and on internal funding arrangements.
We advised Just Group on the first issuance, by a UK insurer, of a Green Bond comprising GBP250m fixed rate reset subordinated Tier 2 notes and on the first issuance by a UK insurer of a Sustainable Bond, comprising GBP325m contingent convertible RT1 notes.
We advised Legal & General on its issuance of GBP500m RT1 contingent convertible notes under the EU Solvency II regime, as well as regular capital issuances under, and the update and amendment, of its GBP5bn euro note programme.
We advised Prudential on multiple issuances of Tier 2 notes, including the structuring and issuance of novel substitutable Tier 2 capital, which permitted the transfer of the notes from it to M&G prior to M&G’s demerger from Prudential, and the first Tier 2 notes issued under Hong Kong’s new capital regime. We also advised it on the consent solicitations made to bondholders of its GBP600m and GBP700m Tier 2 notes.
We advised Pension Insurance Corporation on the establishment of its GBP3bn EMTN programme and its first regulatory capital issuances under the programme, including GBP400m and GBP300m Tier 2 notes’ issuances due 2031.
We advised M&G on the establishment of a GBP10bn EMTN programme, enabling it to issue senior and subordinated notes capable of qualifying as Tier 2 regulatory capital.
We advised abrdn on its issuance of GBP210m fixed rate reset perpetual subordinated contingent convertible AT1 notes admitted to trading on the London Stock Exchange’s International Securities Market, the first issuance by an asset manager under the UK’s new Investment Firms Prudential Regime.
Key Contacts
