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 and now that the UK has exited the EU, both the EU and the UK regulatory frameworks are being refined and thus diverging. 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

We advised Just Group plc in relation to its issuance of £250,000,000 7% Fixed Rate Reset Subordinated Tier 2 Notes due 2031. The Bonds are listed on the Euro MTF market of the Luxembourg Stock Exchange, are rated BBB by Fitch and intended to qualify as tier 2 regulatory capital under Solvency II.

Legal & General Group Plc

We advised on the inaugural issue by Legal & General Group Plc of Restricted Tier 1 Contingent Convertible Notes. The Notes qualify as Restricted Tier 1 regulatory capital of Legal & General Plc under the Solvency II capital regulation regime.

Pension Insurance Corporation plc

We advised Pension Insurance Corporation plc on the establishment of its £3,000,000,000 MTN programme.  The programme allows PIC to issue notes intended to qualify as tier 2 own funds under the onshored Solvency II regime. 

We then further advised PIC on two regulatory capital issuances under the programme, including PIC’s first ever MTN issuance. 

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