Foreword, John Langton, Chief Executive, International Securities Markets Association
1. Recent Developments in the Asian Debt Market, Philip Li, Executive Director, IBJ Asia Limited, Hong Kong
A. Eurobonds and Dragonbonds
B. The Emergence of the Asian Debt Market
C. Recent Developments
D. Latest Developments
E. Factors Behind Recent Market Activity
F. Characteristics of the Asian Debt Markets
G. Limitations of the Asian Debt Market
Low Liquidity
Limited Number of Quality Issuers
Strict Financial Systems of Asian Economies
Competition from the Eurobond Market
H. Future Prospects
2. Recent Developments in Hong Kong of Relevance to Asian Issuers Ian Hardee, Clifford Chance, Hong Kong
A. Introduction
B. The Central Moneymarkets Unit Service
C. The Liquidity Adjustment Facility
D. Profits Tax Concession
E. The Securities and Futures Bill
3. Eurobonds and Dragonbonds: A Comparison of the Listing Requirements of the Hong Kong, London, Luxembourg and Singapore Stock Exchanges, Andrew Malcolm and Charles Tsui, Linklaters & Paines, Hong Kong
A. Why List at All?
B. Part 1: Overview
What Does it Cost?
How Easy is it to Become Listed?
How Easy is it to Stay Listed?
Which Exchange has the Lowest Disclosure Standard?
Which Listing Gives the Best Regulatory Advantage?
C. Part 2: The Listing Rules
Qualification for Listing
Timetable
Application Procedures
Registration Requirements and Selling Restrictions
Contents of the Listing Document
Documents Required
Formal Notice
Continuing Obligations
Specific Categories of Issuers and Issues
4. Emerging Local Currency Bond Markets South Korea and India
Raja V, Research Manager, BA Asia Limited, Hong Kong
A. Asia's Fixed Income Markets
Disadvantages for Issuers
Disadvantages for Investors
Future Prospects
B. South Korea
Factors Influencing the Korean Won Debt Market
Emerging Opportunities in the Korean Market
Outstanding Issues
C. India
Factors Influencing the Indian Rupee Debt Market
Currency Management
Opportunities for Investors
Outstanding Issues
5. The Impact of a European Union: Re-engineering in a Regional Marketplace John Gilchrist, Cedel Bank, Luxembourg
A. Europe in a Changing World
B. Evolution of the Capital Markets
C. Wealth Creation Greed or Need?
D. The Euromarket or the Euro-Market?
E. Trading in a Polarising European Community
F. The Role of Transaction Processing
G. The New Business Drivers
H. EU, EMU and a Bigger and Better Europe as Well?
I. Anywhere to Anywhere' as Geography Ends
6. Issuing Procedures, Andrew Taylor and Ian Hardee, Clifford Chance, Hong Kong
A. Structure and Documentation
B. Where to List and Offer the Bonds?
C. How Long Does it Take?
7. Prospectus Requirements, Andrew Taylor and Ian Hardee, Clifford Chance, Hong Kong, and Tan Tze-Gay, Allen & Gledhill, Singapore
A. Introduction
B. United Kingdom
C. Hong Kong
How to Register a Prospectus
Exemption Under s. 38A or s. 342A
D. Singapore
Registration of a Prospectus
Non-registration of a Prospectus
E. General
8. Bond-style versus Loan-style Debt Issues, Andrew Malcolm, Linklaters & Paines, Hong Kong
A. The Evolutionary Pressures
B. Comparison of Syndicated Loan and Bond Documentation
Disclosure
Lender Protection Clauses
Issuer Protection Provisions
C. Documenting Loan-style Securities Issues
D.The Asian Market
Market Standard for Due Diligence
Leadership and Liability
Transparency
E. Conclusion
9. International Medium-term Note Programmes Opportunities for Asian Issuers Reynaldo Espineli, Vice President New Issues, BA Asia Limited, Hong Kong
A. Introduction
B. General Characteristics
C. Documentation
Programme Agreement
Offering Circular
Agency Agreement
Pricing Supplement
D. Listing
Listing Required by Investors
Publicity
Regulatory or Tax Rationale
E. Ratings
F. Advantages
Cost
Flexibility
Discreet Issues
G. Conclusion
10. The Asian Floating-rate Market, Raja V, Research Manager, BA Asia Limited, Hong Kong
A. Introduction
Floating-rate Notes (FRNs)
Floating-rate Certificates of Deposit (FRCDs)
B. Market Features
Issuers
Investors
Currency
Coupon and Benchmark
Credit Spread
Price Fluctuations
C. Characteristics of the Asian Market
Issuers
Issuer Ratings
Traditional Investors
New Investors
Market Makers and Dealers
Spreads and Sizes
D.Trends in the Asian Markets
Market Expansion
Narrowing Credit Spreads
Increasing Efficiency
Regulatory Framework
Ratings
Cross-border Comparison
Synthetic Instruments
11. Local Restrictions and Incentives for Eurobond Issuers in Asia Peter Haslam, Norton Rose, Hong Kong, and Bill Jamieson, Norton Rose, Singapore
A. Introduction
B. Hong Kong
Chapter 37
C. Singapore
General Introduction
Basic Requirements for the Listing of Foreign Debt Securities Application Procedures and Requirements
Contents Requirements
Listing Requirements for Issue by a Domestic Issuer Company and Securities Laws
Exchange Controls/ Withholding Tax/ Stamp Duty
D. Malaysia
Securities Commission
Foreign Investment Regulations
Exchange Control
Companies Act
Withholding Tax
12. Regional Tax Issues, Jefferson VanderWolk, Deloitte Touche Tohmatsu, Hong Kong
A. Introduction
B. Relevant Issues
Is the Transaction Capital or Revenue in Nature?
Timing
Source of Income
C. Hong Kong
Deductibility of Interest Expense
Withholding Tax on Interest Paid to Non-resident Investors Taxability of Interest to Resident Investors
Taxibility of Gain from Sale or Disposition
Treatment of Original Issue Discount
Income Tax Treaties
Special Tax Reduction..
D. Singapore
Deductibility of Interest Paid by the Issuer
Withholding Tax on Interest Paid to Non-residents
Taxability of Resident Holder
Taxability of Gain on Sale or other Disposition
Treatment of Original Issue Discount
Income Tax Treaties
13. Settlement of Dragonbonds and Eurobonds, John Gilchrist, Cedel Bank, Luxembourg
A. Euros and Dragons or Euro-Dragons?
B. International Clearing Systems
C. Why International Clearing Systems
D. Settlement Procedures for Eurobonds and Dragonbonds
The Primary Market: New Issue Distribution
E. The Secondary Market: Participants and Procedures
F. Regulation and Control
G. The Future of Settling Eurobonds and Dragonbonds
14. The Development of Credit Ratings in Asia, Edward M. Young, Moody's Asia Pacific, Hong Kong
A. Introduction
B. Financial Dynamics of Asian Economic Growth
Demand for Financing
Demand for Investment Opportunities
Liberalisation of the Regulatory Environment
C. The Role of Credit Ratings in the Capital Markets
Buy /Don't Buy
Pricing
Market Value
Risk Management
Wider Capital Access
Perception of Risk
Lower Costs
Rating and Efficient Capital Markets
D. The Rating Process
An Accent on the Qualitative
A Search for Long-term Fundamentals
Focus of Default Risk
Emphasis on the Elements of Future Cash Flow
E. Conclusion: The Outlook for Ratings in Asia
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