New Global Note

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Effective 30 June 2006, international bearer debt securities can be issued under a new structure, called the New Global Note (NGN) structure, in the International Central Securities Depositories (ICSDs) Euroclear Bank and Clearstream Banking Luxembourg (CBL).

Effective 1 January 2007, newly issued international bearer global form debt securities will have to be issued in NGN form to be eligible as collateral for Eurosystem intra-day credit and monetary policy. The NGN structure will co-exist with the Classical Global Note (CGN) structure, serviced by Common Depositaries.

Effective 3 June 2024, for all new issuances (NGN, NSS, CGN) and for all issuers’ jurisdictions, whatever the governing law, ICSD Common Safekeepers, Commercial Common Safekeepers and Common Depositories can accept electronically signed Global Notes in principle. In addition, going forward the ICSDs can accept other issuance documents than electronic Global Note (e-GN), signed electronically. See below for more details.

On this page

Key features

New issuances of international debt securities in global bearer form use a new form of global certificate, known as the NGN.
Under the terms of the NGN, the issue outstanding amount is determined based on the ICSDs’ records, avoiding the need for physical annotation of the bearer form global note.
Issuers provide a signed Issuer-ICSD agreement requesting acceptance of the securities with the ICSDs.
The securities are serviced by two new types of agent, the Common Service Provider (CSP) and the Common Safekeeper (CSK), which are appointed by the ICSDs.

The Classical Global Note (CGN) structure, which is serviced by Common Depositories appointed by the ICSDs, co-exists with the NGN structure.

Acceptance of NGN certificates

An Issuer-ICSD Agreement must be entered into before any NGNs can be accepted by the ICSDs (see templates below). This document should be downloaded and signed by the Issuer or the Issuing Agent.

Forms should be sent to:

Email: newissues.issueragreement@euroclear.com, or

Fax: +32 (0)2 326 1421

Delivery of NGN certificates

Agents who have appointed us as a Common Safekeeper (CSK) can deliver the NGN certificates:

electronically via SWIFTNet FileAct
physically to the following address:

Euroclear Bank SA/NV
c/o New Issues operations - CSK (Euroclear Belgium)
1, Boulevard du Roi Albert II
B-1210 Brussels

The process for delivering the NGN certificates is explained in the 'NGN New Issues guide (pdf-1.9MB)'.

How to appoint us as a CSK is indicated in the 'Allocation of Common Depositary, Common Service Provider and Common Safekeeper mandates' document available on the right.
Agents can use the Common Safekeeper election form to appoint us as a CSK.

The Legal pack

The Legal pack describes the mandatory additional wording for the offering and agency services documentation.

Legal opinion

For the first NGN issuance for a specific jurisdiction, the Issuer, its Legal Counsel, the Lead Manager or the IPA should provide us with a copy of the legal opinion on the validity and enforceability of the securities obtained by the issuer under the law of the place of incorporation of the issuer or the governing law of issuance of the NGN.

Legal opinion is only required once per jurisdiction. The list of jurisdictions already covered by a legal opinion is available here (pdf-205KB).

The opinion must be sent to New Issues Operations via email or fax at least two Business Days before the issue date of the security in NGN form.

Email:
newissues.standalone@euroclear.com
newissues.underprogram@euroclear.com
Fax:
+32 (0) 2 326 1421

Electronic signatures on Global Notes (NGN, NSS and CGN)

Effective 3 June 2024, for all new issuances (NGN, NSS and CGN) across all issuers’ jurisdictions and irrespective of governing law, ICSD CSK, Commercial Common Safekeepers and Common Depositories will accept electronically signed Global Notes. Additionally, the ICSDs will accept other electronically signed issuance documents besides e-GN. As a result, the legal packs have been updated to include the electronic signature option:

Accepted type of electronic signatures

The ICSDs accept Single Electronic Signature (SES) as a minimum electronic signature level usage for issuer documents. The most commonly seen forms of SES include:

a scanned PDF copy of the signed signature page being provided
an image of a person’s signature being electronically pasted into an electronic (i.e. soft copy) version of the contract in the appropriate place or
a web-based electronic signing platform (such as DocuSign) being used through which the person’s name in typed or handwritten font is automatically inserted into the contract in the appropriate place

Like today for wet-ink signatures, it is required to retain supporting documentation or evidence in relation to the signing of such documents using electronic signatures and have it readily available to provide to the ICSDs upon request. The ICSDs do not require such supporting documentation or evidence in relation to the signing on a structural/pro-active basis.

For further information on the changes to legal documentation regarding electronic signatures, we recommend that you read this joint invitation document.