the european distribution of debt instruments (eddi ... · 7/2/2019 · t2s are taking place...
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Advisory Group on Market Infrastructures for Securities and Collateral, Frankfurt
2 July 2019
The European Distribution of Debt Instruments (EDDI) initiative
George Kalogeropoulos Adviser Market Infrastructure and Payments European Central Bank
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EDDI – a pan-European solution
Scope and usage
Why issuance and distribution?
5 Market consultation
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Table of contents
4 Q&A
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As a result, the market is:
• More attractive to foreign investors
• More resilient due to private risk sharing
• Providing a buffer against systemic shocks
• Neutral and provides a level playing field
In a single capital market within a currency area:
Issuers and investors should interact within a single process
Risks and costs should be independent on the location of counterparties
There should be no cross-border dimension but only a domestic one
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Issuers One domestic market
In US or Japan
In the EU
Issuers One domestic market
Issuers
ICSD
Many national markets
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Overview of existing sec. distribution ecosystem
Pre-issuance platforms
Issuer CSD
Pre-
issu
ance
Issuer agents
Local custodian
Issuer CSD Issuer CSD
Issuer CSD Issuer CSD level Issuer CSD
Local
custodian
Issuer agents
Issuers
Dealer banks Dealer banks
Issuer agent level
Syndication level
(underwriting / investor bids)
Post
-trad
e
Dealer banks
Issuer agents
Global custodian
Numbering agencies
Pre-issuance platforms
Issuers Issuers Issuers Issuers
Local custodian
Local custodian
Custody chain
Local custodian
Investor CSD
Investor level
Investor CSD
Investor CSD
Investors
Investors
Investors
Investors
Investors
Investors
Investors
Investors
Investors
Investors
Investors
Investors
Investors
Investors
Investors
Investors
Investors
Investors
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Market actors need to connect to many issuance locations
• Implies complexity and higher costs • Creates challenges for the pooling of
liquidity and collateral • Creates monopolistic landscape/silos
Debt issuance restrained to one issuance location
• Prevents issuance in a neutral and EU-wide way
• Reinforces home bias / lack of euro area risk sharing
• Could be a barrier to pan-European investment
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Current limitations for market actors
Custodian Y
Custodian X Custodian Z
T2S
CSD C
CSD B
CSD A
Issuer 1 Issuer 3 Issuer 2
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• Financial Integration Report: on average, European investors hold 1.6 times more domestic bonds than other euro-area bonds1
• Primary issuance: only about 5% of debt securities eligible as Eurosystem collateral are issued with a non-domestic CSD2
• T2S settlement statistics: only around 1% of transactions settled in T2S are taking place between counterparties of different CSDs3
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Potential for improving Financial Integration in the EU debt market
1: ECB, May 2018 2: Information based on the Eurosystem eligible collateral database. In addition, about 20% are issued with the ICSDs which can also be considered as non-domestic 3: T2S Annual Report, 2018
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Regulation Infrastructure Harmonisation
• T2S Harmonisation agenda (ISO Messages, T+2, settlement finality, T2S corporate actions)
• Market Standards for Corporate Actions Processing
• TARGET2 • TARGET2-Securities
(T2S) • TARGET Instant
Payment Settlement (TIPS)
• Eurosystem Collateral Management System (ECMS)
• CSDR • MIFID • EMIR
Major developments in the securities trading and post-trade layer towards European integration
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Lack of harmonisation and process integration The current solutions supporting (pre-) issuance and initial distribution activities are neither interoperable nor standarised.
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Remaining gap towards a true EU domestic market
No pan-European issuance channel Unlike other currency areas, issuers and investors in the euro area have to resort to either national or international channels to issue and distribute debt instruments.
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EDDI – a pan-European solution
Scope and usage
Why issuance and distribution?
5 Market consultation
1
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Table of contents
4 Q&A
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European Distribution of Debt Instruments (EDDI) – a pan-European gateway for debt securities
EDDI aims to support integration in the current issuance and initial distribution ecosystem in the EU by providing new choice of location of issuance
EU market
National markets
EDDI
Issuer
Issuer
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Pre-issuance
Harmonisation Post-trade
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The three elements of EDDI are interdependent and complementary
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EDDI standardised technical toolkit to support the debt issuance process of existing market actors
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Agent P
Agent Q
Dealer 2
Dealer 1 Investors
Investors
Order book
Reports
Information management
Terms & cond.
EDDI
Pre- issuance
Agents
Dealers
Investors
Issuers Issuer A
Issuer B
Pre-issuance
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Custodian Y Custodian X Custodian Z
T2S
EDDI
CSD C
CSD B
CSD A
Issuer 1 Issuer 3 Issuer 2
Custodian Y
Custodian X Custodian Z
T2S
CSD C
CSD B
CSD A
Issuer 3 Issuer 1 Issuer 2
EDDI facilitates CSDs to provide a service to European issuers to issue debt securities into all national markets on an equal basis (i.e. a domestic EU market)
Post-trade
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Standardised/single order book Standardised Investor ID, e.g. LEI Common interfaces Usage and assignment of EDDI (European) ISIN prefix Timelines and cut-off times
EDDI could also support further harmonisation and standardisation: A European Debt Instrument (technical) standard
Standardised term sheet template Harmonised rounding and day-count conventions
Renew EU attention on withholding tax procedures (CMU)
EDDI would bring standardisation due to its specification/implementation.
Harmonisation
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Multi-currency services
Debt issuance and its initial distribution
Retail/large value payments
Large value payments
Optimised liquidity
management
Single gateway for collateral management
Harmonised settlement procedures
Monetary policy operations
Cash
Securities Collateral
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Payments, securities and collateral in Central Bank Money environment
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Neutrality Level playing field for issuers, CSDs and custodians
Eurosystem service Reliable provider of market infrastructures
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Benefits of EDDI Harmonisation
From pre-issuance to post-trade procedures
Safety and efficiency of Central Bank Money
settlement
Interoperability with external platforms
and private solutions
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EDDI – a pan-European solution
Scope and usage
Why issuance and distribution?
5 Market consultation
1
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Table of contents
4 Q&A
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Stakeholders
• The EDDI service shall be provided to debt issuers (for pre-issuance) and CSDs (for post-trade)
• Issuers may grant technical access to investors, dealer banks and agents for pre-issuance activities
• Appropriate governance arrangements (like T2S)
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Scope of EDDI
Instruments
• EDDI shall support debt instruments only
• Instruments need to be in line with a European debt instrument (technical) standard
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• The usage of the EDDI components (pre-issuance and post-trade) will be flexible and modular, depending on the issuers’ needs
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Four options to issue debt
Option A
EDDI pre-issuance
Other/private pre-issuance tools
EDDI post-trade
National
CSD*
Option B
Opt
ion
C
Opt
ion
D
* Can be inside or outside T2S
National
CSD*
Issuers
• EDDI allows issuers who opt to use other tools for the pre-issuance to benefit from EDDI for the post-trade (and vice-versa)
• Issuers shall continue to define their placement methods, e.g. syndication
• Disintermediation is not an EDDI objective
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EDDI – a pan-European solution
Scope and usage
Why issuance and distribution?
5 Market consultation
1
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Table of contents
4 Q&A
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Q1: Why are issuers interested in EDDI if the market works today?
Issuers face today procedures that have not changed since decades and still heavily rely on manual interaction and low level of automation. A standardised and innovative European solution is long overdue
There is limited extent of harmonisation – lot of operational efficiency (and potentially cost savings) to be gained
A truly European reach and a standardised and neutral issuance and distribution channel should foster the attractiveness for issuing in EUR and support a single liquidity pool in the TARGET Services (in Central Bank Money)
Creation of an EU benchmark debt instrument via the support of the European Debt Instrument (technical) standard
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Q2: European investors seem to have access to all securities in Europe. What is the problem?
Debt instruments issued in different national markets are subject to
different procedures and costs
No EU wide standard, no overview, no common communication/data flow channel
Different level of risk, cost and information, due to current network of intermediaries and infrastructures to reach out to the “home” location of issuance
Investment limitations in non-domestic ISINs (could be solved by European Debt Issuance (technical) standard and common ISIN prefix)
Confusion for international investors (and also issuers) about European debt issuance market. Some may restrain from investing in EU still, i.e. No European domestic market
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Q3: Will EDDI affect the current relationship between issuers and dealer banks?
No. EDDI is a technical toolkit to be provided, on a voluntary basis, to
issuers and other market participants authorised by them (e.g. agents, banks, investors) in order to support them in the efficient processing of a debt issuance
Dealer banks may continue to provide the value added services they offer to issuers: underwriting, investors relationship, due diligence, secondary market liquidity, etc.
EDDI does not aim at disintermediation. It is up to the issuers to choose the issuance business models that best serve their needs, with or without the usage of the EDDI components
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Q4: Will EDDI interfere with private sector initiatives?
No. EDDI brings a new service that does not exist today.
The EDDI scope (pre-issuance, post trade and harmonisation in a multilateral European governance) is wider than existing initiatives.
The EDDI service will be compatible with alternative issuance platforms
As EDDI will be offered in a modular approach, issuers will be able to continue using other pre-issuance tools available in the market and still benefit from the pan-European reach offered by the EDDI post-trade
The ECB cannot offer the post-trade part of EDDI without the close collaboration with the existing national CSDs. The EDDI post-trade will only complement the features already offered today by the Eurosystem to European CSDs via the T2S platform
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Q5: Will debt issuance become more expensive due to EDDI? Does it increase complexity of the issuance process?
No. EDDI will not be an additional layer of operations but an additional option offered to issuers to issue in the domestic EU market
The users of EDDI will have the option to control and affect the costs of the service by defining the concrete requirements and system specifications (via EDDI governance)
Not-for-profit service but full cost recovery
EDDI will provide for the first time a single front-to-end service for the issuance and initial distribution of debt instruments in Europe
Some benefits of EDDI may not result in immediate cost savings but should be considered for the long term cost-benefit assessment
• standardisation and harmonisation;
• Potentially shorter settlement cycles;
• single liquidity pool in EU in CeBM;
• increased relevance of EU as place for foreign investments
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Q6: Is EDDI offered only to supranational/intergovernmental issuers with a European scope?
No. All eligible and compliant debt issuers could potentially assess whether they wish to issue via EDDI
Regardless of whether they use EDDI or not, all issuers could indirectly benefit from EU wide harmonisation fostered by EDDI standards.
The establishment of technical standards and harmonisation of procedures will potentially lead to cost reduction and efficiency gains for the whole European financial market community
Issuing via EDDI and in line with European standards could attract more international investors who do not yet reach some issuers today
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Q7: Could EDDI create a two (or more) tier issuer landscape; premium debt via EDDI and the rest?
Possibly. Regardless of the establishment of EDDI or not, there is already a
tiered system, which is inherently linked to the differences of quality (e.g. level of risks) between securities
EDDI would never change the quality of asset itself but it may create a European benchmark technical standard which should support all issuers, independently of their ranking. This is presumably what all European stakeholders aspire to
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Q8: Will the creation of EDDI affect the role of smaller Issuer CSDs?
Current status quo, also influenced by CSDR, T2S etc. already opens up the
competitive environment in Europe
The concept of EDDI is that the existing national CSDs, big or small, will be part of the EDDI post-trade offering to the market
It is true that, in the case of securities issued via EDDI, the new model opens up the location of issuance to more competition.
Improving competition in the market infrastructure layer cannot be considered a con but a pro for the EDDI initiative
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Q9: The real issue is divergent national legal provisions. Should efforts for a European solution aim to overcome these limitations first?
The question law of instrument with different law of issuance may exist today in the context of cross-border transactions in T2S or in some multi-issuance models.
However, no concrete evidence has ever been provided from the T2S stakeholders (i.e. NCBs, banks, CSDs, associations in the T2S Advisory Group) on the barriers to issuance or investment (CMU exercise).
However, we may identify that some national regulatory and legal aspects may require adaptation in order to provide a fully efficient EDDI interaction. EDDI could only support, as a catalyst, further if not complete, harmonisation in this area
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Q10: The real issue is divergent fiscal national procedures. Should efforts for a European solution aim to overcome these limitations first?
These limitations do exist but waiting to be waved voluntarily and without a European wide initiative is usually proven ineffective. A European project with a multilateral stakeholders governance arrangement creates momentum for all actors, private and public, to take action (similar to T2S harmonisation agenda)
EDDI could be launched with existing Withholding Tax Procedures but the launch of EDDI could provide the catalyst for a more focused and prioritised discussion on WHT within the context of the CMU agenda
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EDDI – a pan-European solution
Scope and usage
Why issuance and distribution?
5 Market consultation
1
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Table of contents
4 Q&A
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Market consultation A potential new service for the issuance and initial distribution of debt instruments in the EU
Deadline: 9 July 2019
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Eurosystem to consider the follow actions
ECB market event 21 June
9 July
Q4 2019
Deadline for market consultation
Next steps
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Thank you for the attention!
www.ecb.europa.eu/paym ECB: market infrastructure and payments
@TARGET_ECB
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