Capital markets and structured investments

The most common type of debt securities in Angola is the issuance of commercial paper. Commercial paper is debt securities with a maturity of one year or less. Commercial companies, public companies, civil companies in commercial form and other legal persons governed by public or private law may issue commercial paper.

Among other requirements, the issue of commercial paper requires prior legal certification of accounts or auditing by an auditor registered with the Capital Market Commission (CMC).

The debt securities market in Australia includes stand-alone bonds and bond programs (e.g. Medium-Term Note programs) issued by large corporations and financial institutions.

Bonds may be issued in wholesale and retail formats. Wholesale issues do not require a prospectus or other disclosure document, and are rarely listed.

Many different types of debt securities are offered in the Australia, including guaranteed and asset-backed securities, high yield bonds, covered bonds, hybrid securities (including convertible notes and preference shares), derivative securities and green bonds.

Parties that are not resident in Australia may issue ‘Kangaroo Bonds’ (i.e. bonds issued in Australian dollars). In many cases, these issues are driven by favorable Australian dollar terms in the cross-currency swap markets.

Wholesale debt securities can be cleared through Austraclear, the Australian domestic clearing system. In order to be eligible, the securities must be issued in Australian dollars.

The most common types of debt securities issued in Belgium are bonds or notes issued on a standalone basis or under a program.

Many different types of debt securities are offered in Belgium. Some common forms include:

• debt securities characterized by the type of interest or payment such as fixed rate securities, floating rate securities, variable rate securities, and high yield bonds;
• guaranteed securities, subordinated securities, perpetual debt securities (ie debt securities that have no specified redemption date);
• asset backed securities;
• derivative securities such as securities linked to the value of one or more reference asset including shares, commodities, interest rate, currency rate or index, and credit linked notes;
• equity linked securities such as convertible bonds (debt securities convertible into the equity of the issuer);
• depositary receipts (a security issued by a depositary conferring on the holders beneficial ownership of certain underlying assets held by the depositary for the holders); and
• warrants (securities giving the holders the option to purchase the equity of the issuer or a related company).

The most common types of debt securities issued in Brazil are shares and debentures. Shares may be voting (ordinárias) or non-voting (preferenciais). Debentures may be unsecured, secured, benefiting from a floating charge or subordinated. They may also be convertible into shares.

Many different types of debt securities are offered in Brazil. Some common forms include:

• commercial papers and promissory notes, which are short term securities;
• credit bank notes (cédulas de crédito bancário), which represent loans from banks and may be secured or unsecured;
• quotas of investment funds;
• derivative instruments such as securities linked to the value of one or more reference assets including shares, commodities, interest rate, currency rate or index, and credit-linked notes;
• depositary receipts (a security issued by a depositary conferring on the holders beneficial ownership of certain underlying assets held by the depositary for the holders); and
• warrants (bônus de subscrição), which are securities giving the holders the option to purchase the equity of the issuer or a related company.

There is also a number of types of securities in Brazil used to finance certain industries, in particular agribusiness and housing finance.

Debt securities may be publicly issued by filing a prospectus, or by way of private placement pursuant to an offering memorandum or a term sheet.

Debt securities are usually issued under a trust indenture entered into between the issuer and an indenture trustee that acts as a representative of the subscribers.

Common types of debt securities include bonds, secured and unsecured notes, convertible and non-convertible debentures, and asset-backed securities.

The most common securities issued in Chile are:

• subordinated bonds – bonds issued by banks which have a lower priority for the creditor;
• promissory notes and bonds issued by the Chilean Central Bank and the General Treasury of the Republic – instruments issued by the two aforementioned entities, with the purpose of regulating the money supply, supporting the exchange policy, financing state projects or replacing external debt;
• convertible bonds – issued by corporations and SpA to finance investment projects, which are convertible into shares of the issuing company;
• corporate bonds – issued by corporations to finance long-term investment projects, or to comply with financial commitments of the issuer, such as the refinancing of liabilities;
• securitized bonds – issued by securitization companies with the objective of anticipating the flows of certain financial assets of a company or financial institution, such as mortgage or automobile loans; and
• mortgage letters – issued by banks or financial institutions, to finance mortgages or various productive activities.

Many different types of debt securities are offered in Colombia. Some common types are:

• unsecured notes: they are not secured by a specific asset;
• notes convertible into shares: this type of note can be converted into a predetermined amount of the company's equity;
• risk notes: these instruments are issued by companies performing its corporate purpose under a restructuring agreement and represent the capitalization of liabilities of such companies;
• syndicated notes: notes issued by several companies;
• secured notes: Issued by a public warehouse and secured with a specific asset;
• notes issued by multilateral lending institutions;
• mortgage securities: Issued by credit institutions and backed with a real estate asset; and
• treasury notes: Colombian government debt securities.

The most common types of debt securities issued in the Czech Republic are corporate bonds. However, government bonds (issued either by state or municipalities) are also quite common and very favored by foreign investors, especially in recent years (their yield is not high, but they are considered a safe choice).

Different types of debt securities are offered in the Czech Republic:

• corporate bonds;
• state bonds (via ministry of finance);
• municipality bonds;
• ordinary shares;
• bank bonds (subtype of corporate bonds); and
• mortgage bonds (Hypoteční zástavní listy in Czech).

Debt securities are also characterized by the type of interest or payment such as fixed-rate securities, floating-rate securities, variable-rate securities, zero-coupon securities and high-yield bonds.

The most common types of debt securities issued in Finland are bonds or notes issued on a stand-alone basis or under a program.

Many different types of debt securities are offered in Finland. Some common forms include:

• debt securities characterized by the type of interest or payment such as fixed-rate securities, floating-rate securities, variable-rate securities, zero-coupon securities and high-yield bonds;
• guaranteed securities, subordinated securities, perpetual debt securities (i.e. debt securities that have no specified redemption date);
• asset-backed securities;
• derivative securities such as securities linked to the value of one or more reference asset including shares, commodities, interest rate, currency rate or index, and credit-linked notes;
• hybrid securities (securities with both debt and equity features);
• equity-linked securities such as convertible bonds (debt securities convertible into the equity of the issuer);
• exchangeable bonds (debt securities convertible into the equity of a third party);
• depositary receipts (a security issued by a depositary conferring on the holders beneficial ownership of certain underlying assets held by the depositary for the holders); and
• warrants (securities giving the holders the option to purchase the equity of the issuer or a related company).

The most common methods of issuing debt securities in France are on a standalone basis or under a program. The program method is for an ongoing series of issues governed by a set of legal documentation while standalone issuance is for one particular issuance of debt securities.

Many different types of debt securities are offered in France. Some common forms include:

• debt securities characterized by the type of interest or payment such as fixed-rate securities, floating-rate securities, variable-rate securities, zero-coupon securities;
• guaranteed securities, subordinated securities, perpetual debt securities (ie debt securities that have no specified redemption date);
• asset-backed securities;
• derivative securities such as securities linked to the value of one or more reference asset – including shares, commodities, interest rate, currency rate or index, and credit-linked notes;
• hybrid securities (ie securities with both debt and equity features);
• equity-linked securities such as convertible bonds (ie debt securities convertible into the equity of the issuer);
• exchangeable bonds (ie debt securities convertible into the equity of a third party);
• depositary receipts (ie security issued by a depositary conferring on the holders beneficial ownership of certain underlying assets held by the depositary for the holders); and
• warrants (ie securities giving the holders the option to purchase the equity of the issuer or a related company).

Debt securities are issued either directly or through underwriters purchasing the securities and distributing them to investors. Debt securities may be issued on a stand-alone basis or under a program.

Types of securities include corporate bonds, hybrid bonds (for rating or regulatory capital purposes), convertibles, exchangeables, high yield bonds and a large variety of structured notes (including warrants).

Issuing methods 

Private: broker-dealers may underwrite debt securities for an issuer; issuing houses are in the business of arranging or underwriting the issue of securities. 

Public: auctions, book-building; auctions are conducted by central bank – weekly for treasury bills and less frequently for other government securities. 

Publicly issued debt may be listed on the stock exchange.  There is also provision for listing of debt on the stock exchange without a public issue. A trust deed approved by the Securities Exchange Commission is required for listing non-government debt securities. 

Types 

Government securities include treasury bills, treasury notes, and bonds.   

Short-term instruments include two-week, 91-day, 182 day, and 364-day bills. Two- to three-year notes are also issued periodically. There is currently an effort to shift towards three- to seven-year maturities.  A small number of 10-year and 15-year bonds have been issued.  

Listed corporate bonds have often been issued under medium-term note programs. Most listings have been by financial institutions or real estate companies. State-owned entities such as the Ghana Cocoa Board and Produce Buying Limited, and most recently a state-owned special purpose vehicle E.S.L.A. plc have issued in the corporate bond market. 

Commercial paper is defined in the SEC Guidelines as having a fixed maturity ranging from 15 to 270 days. 

Supra nationals and statutory bodies including local governments have been identified as potential issuers of listed debt securities but so far, they have issued none in the Ghanaian markets.

The most common types of debt securities issued in Hungary are bonds issued on a stand-alone basis or under a program.

The private offering of debt securities must take place through an investment firm or credit institution which is authorized to provide those services, with the exception of:

• a credit institution or investment firm offering its own securities;
• a non-resident credit institution or a non-resident investment firm offering its own securities through a branch; or
• an investment fund manager offering the investment units of the investment fund it manages.

Similar rules apply to public offerings. The issuer or the offeror shall procure the services of an investment service provider for organizing and conducting the procedure for the public offering of securities, unless:

• the provisions of the Act CXX of 2001 on the Capital Market (Capital Markets Act) pertaining to public offering applies (in the case of admission to trading on a regulated market);
• the government securities are offered by the issuer itself;
• an investment fund manager offers the investment units of an investment fund it manages;
• a credit institution or investment firm offers to issue its own securities;
• a non-resident credit institution or a non-resident investment firm offers its own securities through a branch;
• the provisions of the Capital Markets Act pertaining to public offering apply (only in the case of registration in a multilateral trading facility), and shares of the same class and type have already been registered previously in the same multilateral trading facility; or
• the provisions of the Capital Markets Act pertaining to public offering apply (only in the case of registration in a multilateral trading facility), and the securities to be registered, issued as part of a series have already been admitted to trading on a regulated market or on a stock exchange established in an OECD member state.

The different types of debt securities offered in Hungary include:

• debt securities characterized by the type of interest or payment such as fixed-rate securities, floating-rate securities, variable-rate securities, zero-coupon securities and high-yield bonds;
• guaranteed securities, subordinated securities, perpetual debt securities (ie debt securities that have no specified redemption date);
• asset-backed securities;
• derivative securities such as securities linked to the value of one or more reference asset including shares, commodities, interest rate, currency rate or index, and credit-linked notes;
• hybrid securities (securities with both debt and equity features);
• equity-linked securities such as convertible bonds (debt securities convertible into the equity of the issuer);
• exchangeable bonds (debt securities convertible into the equity of a third party);
• depositary receipts (a security issued by a depositary conferring on the holders beneficial ownership of certain underlying assets held by the depositary for the holders); and
• warrants (securities giving the holders the option to purchase the equity of the issuer or a related company).

The most common types of debt securities issued in Ireland are bonds or notes issued on a standalone basis or under a program.

Many different types of debt securities are offered in Ireland. Some common forms include:

• debt securities characterized by the type of interest or payment such as fixed-rate securities, floating-rate securities, variable-rate securities, zero-coupon securities and high-yield bonds;
• asset-backed securities;
• derivative securities such as securities linked to the value of one or more reference asset including shares, commodities, interest rate, currency rate or index, and credit-linked notes;
• hybrid securities (securities with both debt and equity features);
• equity-linked securities such as convertible bonds (debt securities convertible into the equity of the issuer);
• Capital Contingent Convertibles (CoCos), which can qualify as either Additional Tier 1 (AT 1) or Tier 2 (T2) bonds (all subordinated debt instruments issued by banks to fulfil regulatory capital requirements);
• Restricted Tier 1 (RT1) and Tier 2 (T2) bonds (junior bonds issued by insurance companies to fulfil regulatory capital requirements;
• Sovereign green bonds and corporate public green bonds which comply with the International Capital Market Association’s Green Bond Principles; and
• warrants (securities giving the holders the option to purchase the equity of the issuer or of a related company).

Debt securities are most commonly issued by means of either a standalone prospectus or a base prospectus.

Several different types of debt securities are offered and/or listed in Italy. Among the others, some common forms include:

• plain vanilla notes (including, inter alia, fixed-rate notes, floating-rate notes, zero-coupon notes fixed to floating rate notes, step-up notes, step-down notes);
• structured notes (linked to one or more underlying assets, including, inter alia, shares, interest rates, currencies, commodities, indexes, funds, as set out under the Rules of the Markets organized and managed by Borsa Italiana S.p.A.);
• convertible bonds (notes that may be converted either in the shares of the issuer or in the shares of another company, depending on its structure);
• subordinated notes;
• covered bonds; and
• 'minibonds' (issued by unlisted companies of small or medium size (excluding micro-corporations)).

The most common types of debts securities issued in the WAEMU are bills and bonds.

Other different types and forms include:

• asset-backed securities
• debt securities
• derivative securities
• hybrid securities such as convertible bonds
• equity-linked securities such as convertible bonds
• exchangeable bonds

Issuance of treasury bills and bonds

The issuance of Treasury bills and bonds (issued by the State, under the responsibility of the Minister of Finance) is subject to a tender or a syndication procedure, organized with the assistance of the WAMU Securities Agency (Agence UMOA-Titres).

Open tenders Primary subscription of treasury bills and bonds are reserved to credit institutions, brokerage firms and regional financial investors holding settlement accounts with the Central Bank. Other investors, whether they are private individuals or corporations, may also subscribe through credit institutions or brokerage firms established on the territory of the Union.

Targeted tender: States may decide to hold part of their issuance through targeted auctions restricted only to their Primary Dealers.

Any investor wishing to acquire the security put out to tender can subscribe through them.

Issuance of Treasury Bonds by Way of Syndication is carried out in accordance with the applicable regulatory provisions as set out by the CREPMF.

The following are common types of debt securities:

• corporate bonds;
• convertible corporate bonds;
• equity-linked bonds; and
• asset-backed securities.

The most common debt securities are corporate bonds issued pursuant to the Companies Act.

The most common types of debt securities issued in Luxembourg are bonds or notes issued on a stand-alone basis or under a program.

Many different types of debt securities are offered in Luxembourg. Some common forms include:

• debt securities characterized by the type of interest or payment such as fixed-rate securities, floating-rate securities, variable-rate securities, zero-coupon securities and high-yield bonds;
• guaranteed securities, subordinated securities or perpetual debt securities;
• asset-backed securities;
• derivative securities such as securities linked to the value of one or more reference asset including shares, commodities, interest rate, currency rate or index, and credit-linked notes;
• equity-linked securities such as convertible bonds (debt securities convertible into the equity of the issuer, such as the so-called CPECs);
• depositary receipts (a security issued by a depositary conferring on the holders beneficial ownership of certain underlying assets held by the depositary for the holders); and
• warrants (securities giving the holders the option to purchase the equity of the issuer or a related company)

The most common types of debt securities issued in Mauritius are bonds or notes issued. 

Many different types of debt securities are offered. Some common forms include: 

• derivative securities such as securities linked to the value of one or more reference asset, including shares, commodities, interest rate, currency rate or index, and credit-linked notes;
• hybrid securities (securities with both debt and equity features);
• equity-linked securities such as convertible bonds (debt securities convertible into the equity of the issuer);
• exchangeable bonds (debt securities convertible into the equity of a third party); 
• project bonds (green bonds, debt securities that are issued to finance the construction of a single asset, a portfolio of projects, or to refinance bank debt that will promote progress on environmentally sustainable activities); and
• warrants (securities giving the holders the option to purchase the equity of the issuer or a related company).

The main types of debt securities depend on the type of issuer. Typically, banks and other financial institutions issue short-term notes and commercial paper while private companies and local governments issue long-term structured notes under programs.

Debt can be issued under a short (less than a year) or a long (more than a year) term. It can be issued directly as corporate debt (certificados bursátiles, pagarés, obligaciones) (eg a bond issuance) or structured debt through a trust (certificados bursátiles fiduciarios).

Debt can be issued in a single series or under a program.

Many issuing methods are used in Morocco and bond borrowing is one of them.

However, there are many types of debt securities in Morocco. The most frequently encountered are:

• Obligations;
• Certificates of deposit;
• Financing company bonds;
• Treasury bonds.

Customarily the issuing entity itself will issue debt securities in the form of bonds which can take any of a number of forms.

The most common types of debt securities issued in New Zealand are bonds or notes issued on a stand-alone basis or under a program. These can be as corporate or State-Owned Enterprise bonds, bills of exchange, commercial paper and promissory notes.

Many different types of debt securities are offered in New Zealand. Some common forms include:

• debt securities characterized by the type of interest or payment such as fixed-rate securities, floating-rate securities, variable-rate securities, zero-coupon securities and high-yield bonds;
• guaranteed securities, subordinated securities, perpetual debt securities (i.e. debt securities that have no specified redemption date);
• asset-backed securities;
• derivative securities such as securities linked to the value of one or more reference asset including shares, commodities, interest rate, currency rate or index, and credit-linked notes;
• hybrid securities (securities with both debt and equity features);
• equity-linked securities such as convertible bonds (debt securities convertible into the equity of the issuer);
• exchangeable bonds (debt securities convertible into the equity of a third party);
• depositary receipts (a security issued by a depositary conferring on the holders beneficial ownership of certain underlying assets held by the depositary for the holders); and
• warrants (securities giving the holders the option to purchase the equity of the issuer or a related company).

In Norway the most common debt securities are bullet bonds, where the interest is paid at regular intervals until the full amount is due, whereupon the entire par value is payable.

There are several types of debt securities in Norway. Some common forms include:

• different types of bonds with varying repayment and interest rates, such as coupon bonds, zero-coupon bonds, secured bonds, covered bonds, unsecured or senior bonds, government bonds, and convertible and contingent convertible bonds; and
• short-term loan certificates that are tradable debt securities.

The most common types of debt securities issued in Peru are bonds or notes issued on a stand-alone basis or under a program.
A debt security is any right of debt issued on a mass basis that is transferable to third parties.

Many different types of debt securities are offered in Peru. According to the Regulations on the Initial Public Offering of Marketable Securities (Reglamento de Oferta Pública Primaria y de Venta de Valores Mobiliarios) (Resolution Conasev 141-1998-EF/94.10) and SMV supplemented regulations (Normas Comunes para la Determinación del Contenido de los Documentos Informativos) (Resolution Conasev 211-98-EF/94.11), some common forms include:

• securities granted by common companies (commercial paper, issued for debt younger than a year, and corporative bonds, issued for debts older than a year); and
• securities granted exclusively by authorized financial companies:
  • negotiable corporative certificates of deposit (issued for debt younger than a year);
  • corporative bonds (issued for debt older than a year);
  • subordinate bonds (issued for subordinate debt that qualify as effective equity); and
  • leasing bonds (issued for financing the purchase of goods for leasing).

Additionally, the securities listed above must have any of the following characteristics to qualify as typical securities:

• zero coupon securities that pay a fixed amount at its maturity;
• periodical fixed-rate securities, with amounts and maturity determined at its issue;
• securities with automatic adjustment of the principal according to the General Act of the Financial and Insurance Systems and Internal Organization Act of the SBS; and
• variable-rate securities, in which the interest rate cannot be a rate (such as LIBOR, PRIME, or others) plus a fixed differential.

Non-typical securities, which are the ones that are not listed above but have the characteristics of a debt security (which are not common in Peruvian securities), which may have any of the following characteristics, include:

• guaranteed securities, perpetual debt securities (ie debt securities that have no specified redemption date);
• asset-backed securities;
• derivative securities such as securities linked to the value of one or more reference asset including shares, commodities, interest rate, currency rate or index, and credit-linked notes;
• hybrid securities (securities with both debt and equity features);
• equity-linked securities such as convertible bonds (debt securities convertible into the equity of the issuer);
• exchangeable bonds (debt securities convertible into the equity of a third party);
• depositary receipts (a security issued by a depositary conferring its holders beneficial ownership of certain underlying assets held by the depositary); and
• warrants (securities giving its holders the option to purchase the equity of the issuer or a related company).

The most common types of debt securities issued in Poland are bonds issued on a stand-alone basis or under a program.

Many different types of debt securities are offered in Poland. Some common forms include:

• debt securities characterized by the type of interest or payment such as fixed-rate securities, floating/variable-rate securities, and zero-coupon securities;
• bonds;
• mortgage bonds;
• public securities;
• bank securities; and
• subscription warrants.

The most common types of debt securities issued in Portugal are bonds, notes and commercial paper issued on a stand-alone basis or under a programme. Many different types of debt securities are offered in Portugal. Some common forms include:

• debt securities characterized by a fixed rate of interest plus the right to a supplementary interest rate or a reimbursement premium, either fixed or dependent on the profits of the issuer;
• debt securities with an interest rate and repayment plan dependent on profits;
• debt securities convertible into shares or other securities;
• debt securities giving the right to subscribe one or more shares;
• debt securities giving subordinated credit rights over the issuer;
• debt securities convertible into other credits of shareholders or third parties over the issuer;
• debt securities providing special guarantees over assets or profits of the issuer or a third party;
• debt securities issued at a premium;
• cash bonds;
• equity securities;
• mortgage securities; and
• perpetual securities.

The most common types of debt securities issued in Puerto Rico are bonds or notes issued on a stand-alone basis or under a program.

Many different types of debt securities are offered in Puerto Rico. Some common forms include:

• debt securities characterized by the type of interest or payment such as fixed-rate securities, floating-rate securities, variable-rate securities, zero-coupon securities and high-yield bonds;
• guaranteed securities or subordinated securities;
• commercial paper (either stand-alone or as part of a program);
• asset-backed securities;
• derivative securities such as securities linked to the value of one or more reference asset including interest rate or index, and credit-linked notes;
• hybrid securities (securities with both debt and equity features); and
• equity-linked securities such as convertible bonds (debt securities convertible into the equity of the issuer).

The most common types of debt securities issued in Romania are bonds or notes issued on a stand-alone basis or under a program.

Common forms of debt securities offered in Romania include:

• government bonds and treasury certificates;
• municipal bonds;
• corporate bonds;
• exchangeable bonds (debt securities convertible into the equity of a third party); and
• warrants (securities giving the holders the option to purchase the equity of the issuer or a related company).

In addition, following the enactment of Law No 304/2015 which entered into force on March 2016, a new legislative framework was established in order to facilitate the issuance of mortgage covered bonds by credit institutions.

It should be noted that Russian regulation of the securities market is rather conservative. Russian issuers can only issue the types of securities that are directly specified in the law and in accordance with the requirements stated in the law.

The most common types of Russian debt securities are bonds issued on a stand-alone basis. Recently, it also became possible to issue bonds under a program.

The various types of Russian debt securities include:

• bonds characterized by the type of interest or payment such as fixed-rate bonds, floating-rate bonds and discount bonds;
• secured bonds such as bonds secured by the pledge, bonds secured by surety and bonds secured by bank or state guarantee;
• subordinated bonds and perpetual bonds (ie bonds that have no specified redemption date);
• exchange-traded bonds;
• commercial bonds;
• structural bonds;
• Russian depository receipts (securities issued by a Russian depository evidencing the right of its holder to a certain amount of securities of a foreign issuer);
• warrants (securities giving its holder the option to purchase equity of the issuer under the terms specified in it); and
• convertible securities (securities convertible into other types of securities such as shares or bonds).

Foreign financial instruments can only be admitted to public placement/circulation if, among other requirements, they are qualified as securities under the procedure established by the Central Bank of the Russian Federation (CBR). Thus, the types of such securities are limited to those recognized by the CBR.

The most common types of debts securities issued in the WAEMU are bills and bonds.

Other different types and forms include:

• asset-backed securities
• debt securities
• derivative securities
• hybrid securities such as convertible bonds
• equity-linked securities such as convertible bonds
• exchangeable bonds

Issuance of treasury bills and bonds

The issuance of Treasury bills and bonds (issued by the state, under the responsibility of the Minister of Finance) is subject to a tender or a syndication procedure, organized with the assistance of the WAMU Securities Agency (Agence UMOA-Titres).

Open tender Primary subscription of treasury bills and bonds is reserved to credit institutions, brokerage firms and regional financial investors holding settlement accounts with the Central Bank. Other investors, whether they are private individuals or corporations, may also subscribe through credit institutions or brokerage firms established on the territory of the Union.

Targeted tender: states may decide to hold part of their issuance through targeted auctions restricted only to their primary dealers.

Any investor wishing to acquire the security put out to tender can subscribe through those primary dealers.

 

Issuance of Treasury Bonds by Way of Syndication is carried out in accordance with the applicable regulatory provisions as set out by the CREPMF.

The most common types of debt securities issued in Singapore are bonds or notes issued on a stand-alone basis or under a program.

Many different types of debt securities are offered in Singapore.

Some common forms include:

• debt securities characterized by the type of interest or payment such as fixed-rate securities, floating-rate securities, variable-rate securities, zero-coupon securities and high-yield bonds;
• guaranteed securities, subordinated securities, perpetual debt securities (ie debt securities that have no specified redemption date);
• asset-backed securities;
• derivative securities such as securities linked to the value of one or more reference asset including shares, commodities, interest rate, currency rate or index, and credit-linked notes;
• hybrid securities (securities with both debt and equity features);
• equity-linked securities such as convertible bonds (debt securities convertible into the equity of the issuer);
• exchangeable bonds (debt securities convertible into the equity of a third party);
• depositary receipts (a security issued by a depositary conferring on the holders beneficial ownership of certain underlying assets held by the depositary for the holders); and
• warrants (securities giving the holders the option to purchase the equity of the issuer or a related company).

The most common types of debt securities issued in Slovakia are bonds. You can mainly deal in the following types of bonds:

• state bonds;
• municipal bonds;
• employee bonds;
• subordinate bonds; and
• ensured bonds (bank bonds as a specific kind of ensured bonds).

Furthermore, treasury bonds are often issued by the state, usually via the National Bank of Slovakia. The maturity of the treasury bonds is typically shorter compared to government bonds, and cannot be longer than one year.

A corporate special purpose vehicle (SPV) is commonly used for issues of asset-backed securities, high yield debt securities and other types of secured debt securities. This SPV structure is not generally used for issues of unsecured debt securities. The trust structure is not commonly used for issues of debt securities, as a trust is not the most tax-efficient way of structuring these types of transactions. However, there are circumstances where the trust structure has been used.

Types of debt instruments include:

• securities characterized by the type of interest or payment;
• debentures;
• bonds;
• notes;
• derivative instruments;
• convertible debt securities;
• exchange-traded funds or notes;
• asset-backed debt securities;
• depository receipts; and
• warrants.

The most common types of debt securities issued in Spain are bonds or notes issued on a stand-alone basis or under a program.

Many different types of debt securities are offered in Spain. Some common forms include:

• debt securities characterized by the type of interest or payment such as fixed-rate securities, floating-rate securities, variable-rate securities, zero-coupon securities and high-yield bonds;
• guaranteed securities, subordinated securities, perpetual debt securities (i.e. debt securities that have no specified redemption date);
• asset-backed securities;
• derivative securities such as securities linked to the value of one or more reference asset including shares, commodities, interest rate, currency rate or index, and credit-linked notes;
• hybrid securities (securities with both debt and equity features);
• equity-linked securities such as convertible bonds (debt securities convertible into the equity of the issuer);
• exchangeable bonds (debt securities convertible into the equity of a third party);
• depositary receipts (a security issued by a depositary conferring on the holders beneficial ownership of certain underlying assets held by the depositary for the holders); and
• warrants (securities giving the holders the option to purchase the equity of the issuer or a related company).

In Spain, the Real Decreto Legislativo 4/2015, de 23 de octubre, por el que se aprueba el texto refundido de la Ley del Mercado de Valores (Securities Market Law) considers as financial instruments all transferrable securities of public or private persons or entities and grouped in issues (an issuance of such securities is required). A transferable security is defined as any in rem right, regardless of its nature, which, due to its legal configuration and rights of transfer, is capable of being traded on a financial market.

In general, debt securities which are also considered transferable securities include (but are not limited to):

• internationally issued bonds (bonos de internacionalización);
• bonds, debentures and similar securities representing part of a debt claim, including those which are convertible or exchangeable;
• mortgage covered bonds, mortgage bonds and mortgage participations;
• asset-backed securities;
• money market instruments (which means all categories of instruments which are normally traded on the money market, such as treasury bills, certificates of deposit and commercial paper, except those issued on a unique basis and excluding instruments of payment deriving from preceding commercial transactions that do not involve the capture of repayable funds);
• preference shares;
• territorial covered bonds; and
• warrants and any other derivative transferable security giving the right to acquire or sell any other transferable security or giving the right to a cash settlement determined by reference to transferable securities, currencies, interest rates or yields, commodities, credit risk or other indices or measures.

The most common types of debt securities issued in Sweden are bonds or notes issued on a stand-alone basis or under a program.

Many different types of debt securities are offered in Sweden. Some common forms include:

• debt securities characterized by the type of interest or payment such as fixed-rate securities, floating-rate securities, variable-rate securities and zero-coupon securities;
• debt securities characterized by the type of issuer (investment grade or high yield bonds);
• asset-backed securities;
• derivative securities such as securities linked to the value of one or more reference asset including shares, commodities, interest rate, currency rate or index, and credit-linked notes;
• equity-linked securities such as convertible bonds (debt securities convertible into the equity of the issuer);
• depositary receipts (a security issued by a depositary conferring on the holders beneficial ownership of certain underlying assets held by the depositary for the holders); and
• warrants (securities giving the holders the option to purchase the equity of the issuer or a related company).

There are two major types of debt securities recognized under Thai law, being bonds / debentures and bills / notes, including:

• debt securities characterized by the type of interest or payment such as fixed-rate securities, floating-rate securities, variable-rate securities, zero-coupon securities and high-yield bonds;
• guaranteed securities, subordinated securities, perpetual debt securities (ie debt securities that have no specified redemption date);
• derivative securities such as securities linked to the value of one or more reference asset including shares, commodities, interest rates, currency rates or indexes;
• equity-linked securities such as convertible debentures (ie debt securities convertible into the equity of the issuer); and
• warrants (securities giving the holders the option to purchase the equity of the issuer or a related company).

The following debt securities are commonly used in Ukraine:

• corporate bonds;
• sovereign bonds of Ukraine (issued by the state);
• municipal bonds (securities issued by local authorities);
• treasury bills of Ukraine;
• certificates of deposit (securities to be issued by the National Bank of Ukraine with redemption right on a redemption date);
• promissory notes; and
• bonds of international financial organizations (such as the European Bank for Reconstruction and Development).

In practice, the issuance of local securities is usually documented as a standalone offering. Program offerings are in place but are uncommon.

The most common types of debt securities issued in the UK are bonds or notes issued on a stand-alone basis or under a program.

Many different types of debt securities are offered in the UK. Some common forms include:

• debt securities characterized by the type of interest or payment such as fixed-rate securities, floating-rate securities, variable-rate securities, zero-coupon securities and high-yield bonds;
• guaranteed securities, subordinated securities, perpetual debt securities (ie debt securities that have no specified redemption date);
• asset-backed securities;
• derivative securities such as securities linked to the value of one or more reference asset including shares, commodities, interest rate, currency rate or index, and credit-linked notes;
• hybrid securities (securities with both debt and equity features);
• equity-linked securities such as convertible bonds (debt securities convertible into the equity of the issuer);
• exchangeable bonds (debt securities convertible into the equity of a third party);
• depositary receipts (a security issued by a depositary conferring on the holders beneficial ownership of certain underlying assets held by the depositary for the holders); and
• warrants (securities giving the holders the option to purchase the equity of the issuer or a related company).

The most common types of debt securities issued in the UK are bonds or notes issued on a stand-alone basis or under a program.

Many different types of debt securities are offered in the UK. Some common forms include:

• debt securities characterized by the type of interest or payment such as fixed-rate securities, floating-rate securities, variable-rate securities, zero-coupon securities and high-yield bonds;
• guaranteed securities, subordinated securities, perpetual debt securities (ie debt securities that have no specified redemption date);
• asset-backed securities;
• derivative securities such as securities linked to the value of one or more reference asset including shares, commodities, interest rate, currency rate or index, and credit-linked notes;
• hybrid securities (securities with both debt and equity features);
• equity-linked securities such as convertible bonds (debt securities convertible into the equity of the issuer);
• exchangeable bonds (debt securities convertible into the equity of a third party);
• depositary receipts (a security issued by a depositary conferring on the holders beneficial ownership of certain underlying assets held by the depositary for the holders); and
• warrants (securities giving the holders the option to purchase the equity of the issuer or a related company).

The most common types of debt securities issued in the UAE are bonds, Sukuk (also known as Islamic bonds) or notes issued on a stand-alone basis or under a program.

Many different types of debt securities are offered in the UAE. Some common forms include:

• debt securities characterized by the type of interest or payment such as fixed-rate securities and floating-rate securities;
• Islamic debt securities (Sukuk) characterized by the type of underlying Islamic structure or payment profile such as fixed-rate Islamic securities and floating-rate Islamic securities;
• guaranteed securities, subordinated securities, securities issued for regulatory capital purposes (Tier 1 or Tier 2);
• asset-backed securities; and
• convertible or exchangeable bonds.

Debt securities may be offered either in a registered offering or an unregistered offering which is exempt from registration.

Registered offerings of debt securities are most common in the investment grade context, where many issuers are 'well-known seasoned issuers' (WKSIs) and can therefore rely on the filing of an automatically effective registration statement on Form S-3 for the offering. For issuers which are not WKSIs, a registration statement would have to be filed, reviewed by the Securities and Exchange Commission, and only after the review was completed and the registration statement declared effective could the offering commence.

To avoid the delay of the registered offering process, many issuers rely on exemptions from the Securities Act of 1933 (Securities Act) to complete debt securities offerings. Two of the principal exemptions utilized in the debt securities market are Section 4(a)(2) of the Securities Act and Rule 144A issued under the Securities Act.

Section 4(a)(2) exempts from the registration requirements of the Securities Act 'transactions by an issuer not involving any public offering.' A broad range of private placements may be structured to rely on the exemption under Section 4(a)(2), including offerings arranged by the issuer directly and offerings where an investment bank acts as a placement agent. Among these are private placements which rely on the safe harbor provided by Regulation D.

Rule 144A provides a resale exemption, which is commonly relied upon in connection with debt securities offerings where an investment bank acts as an initial purchaser (similar to an underwriter) of the debt securities, then resells the debt securities to the ultimate purchasers. Rule 144A is not an exemption which is available to the issuer for the initial sale to the investment banks (that issuance is usually a Section 4(a)(2) private placement). Securities issued initially in a Rule 144A offering may be subsequently registered under the Securities Act through an 'A/B exchange offer.'

Numerous types of debt securities are offered in US markets. Among the most common are:

• debt securities issued by a corporate issuer, including fixed-rate securities, floating-rate securities, variable-rate securities, zero-coupon securities, Payment-in-Kind (PIK) toggle bonds and high-yield bonds;
• asset-backed securities;
• government securities (federal government bonds and bills, state and local municipal bonds, and bonds issued by government-controlled entities);
• derivative securities such as securities linked to the value of one or more reference assets including shares, commodities, interest rate, currency rate or ndex and credit-linked notes; and
• equity-linked securities such as convertible bonds (debt securities convertible into the equity of the issuer).