Regulatory capital

We have a market-leading practice advising on regulatory capital requirements, drawing on the expertise of our corporate, ECM, DCM, banking and financial regulation specialists to put together integrated teams capable of advising seamlessly on the full spectrum of regulatory capital issues – from the interpretation and application of rules imposing regulatory capital requirements to the design, structuring and issuance of regulatory capital instruments and the management of those instruments over their life-span through amendments and liability management exercises.

  • Our team is known for its technical excellence, commercial pragmatism and attentive, client-focused service. We set ourselves apart by focussing on client relationships rather than on niche practice areas. This allows us to deploy smaller, but more versatile, teams to deliver a seamless service that is carefully tailored to the needs of our clients and particular transactions.
  • Our experience covers the full range of regulatory capital instruments, including contingent and mandatory convertible securities, securities incorporating both permanent and temporary write-down features, tier 1, 2 and 3 debt securities and MREL.
  • We advise on a substantial proportion of the regulatory capital market, enabling us to address and negotiate questions of market practice that go beyond pure regulatory requirements. Our renowned corporate practice positions us perfectly to advise on the strategic issues associated with regulatory capital, most notably our clients’ relationships with their regulators and compliance at all times with public disclosure obligations.
  • We advise over 60% of FTSE350 Insurance Sector companies.
  • The pace of regulatory change continues to accelerate. As the UK exits the EU it may be that both the EU and the UK regulatory frameworks are refined and thus diverge. Our global relationships, involvement with key trade associations and insight into the considerations of policy-makers enable us to provide a first-class service during times of change.

Key experience

Just Group plc

Advising Just Group plc on its debut issuance of Restricted Tier 1 capital. The £300 million fixed rate Contingent Convertible Notes were issued alongside a £75 million cash-box equity raise and formed a package of capital actions undertaken by Just Group plc to strengthen their capital base.

Banco Santander, S.A.

Advising Banco Santander, S.A. on the issue of 1.5 billion non step up non cumulative contingent convertible perpetual preferred securities which are capable of counting as additional Tier 1 capital for regulatory capital purposes. The bonds are admitted to listing on the Global Exchange Market of the Irish Stock Exchange.

Direct Line Insurance Group plc

Advising Direct Line Insurance Group plc on its issue of £350 million fixed rate reset perpetual restricted Tier 1 contingent convertible notes. The notes are listed on the Global Exchange Market of the Irish Stock Exchange.

Aldermore Group PLC

Advising Aldermore Group PLC on the issuance of £60 million callable dated subordinated notes due 2026 and £100 million callable dated subordinated capital notes due 2028, both of which are capable of qualifying as Tier 2 capital or regulatory capital purposes. The notes were admitted to trading on the London Stock Exchange’s regulated market.

Our combination of technical expertise and market knowledge allows us to deliver seamless, practical solutions to the full spectrum of issues faced by financial institutions in relation to their regulatory capital requirements.

Our depth and breadth of involvement in the market sets us apart and enables us to act as a trusted adviser to our clients, providing a first class service at the forefront of the legal, regulatory and market developments affecting them.

Key Contacts