Capital markets and structured investments

No.

It is certainly possible to issue bonds through private placement in Australia, although domestic demand for such bonds is generally lower than in the US and Europe, due in part to a relative lack of liquidity. Many corporate issuers prefer to issue bonds in overseas jurisdictions.

Belgium has a private placement market.

There is no dominant standard for documentation but the standard private placement documentation developed by the Loan Market Association and International Capital Markets Association are often used.

Private placements are possible under Brazilian law, but, except for derivative transactions, there is no organized private placement market in the country.

Yes, in Canada there is an active private placement market for both bank and non-bank issued debt securities.

Yes.

The CMF allows the private offering of securities in very specific cases, as stated in the General Rule (Norma de Carácter General) No 336.

The regulations establish that the offering of securities shall not be considered as public (and thus, not subject to the strict regulations set forth in the Securities Act) in the following cases, when they:

• contain all the relevant and detailed information about the offer;
• are addressed to qualified investors (inversionistas calificados) according to certain rules; and
• are not published in mass media (press, TV, mass e-mails etc).

Yes, under applicable law a private placement should meet any of the following conditions:

• The offering is addressed to less than 100 identified investors.
• The offering is addressed to the issuer's shareholders, so long as there are less than 500 shareholders.
• The issuer is a public utilities company which is offering its shares to investors who will benefit from investments in infrastructure.

Yes, the Czech Republic has an active private placement market. Private placements are regulated by Act No. 240/2013 Coll., on Investment Companies and Investment Funds.

There is no dominant standard for documentation.

There is no definition of a private placement in Finnish legislation, but it is generally understood to mean an offering of securities that are exempted from, in case of transferable securities, the requirement to publish a prospectus. In our opinion, there is a private placement market in Finland.

Private placement may be qualified as offering of investment services under the Finnish Investment Services Act. The general provisions of Chapter 1 of the Act governing disclosure obligation and practices are applicable to all securities offerings (also where there is no obligation to publish a prospectus). The Act does not set any specific requirements as to the form of document with regard to a prospectus exempted offering, customarily a private placement memorandum/investor presentation is provided.

France has an active private placement market. The documentation is generally standardized (such as the Euro PP standard).

There is a very active private placement market. Debt instruments in this market are primarily German law Schuldscheine (debt certificates) and German law registered notes (Namensschuldverschreibungen).

Yes, licensed broker-dealers, issuing houses etc. can enter into underwriting agreements and offer securities to their clients. 

Hungary has a relatively active private placement market but there is no dominant standard for documentation.

Ireland has an active private placement market. “Private placement” is not a defined term under Irish securities market legislation; however, it is generally described as an offer where securities are made available to a relatively small number of selected investors as a way of raising capital. Essentially, a private placement is one that does not qualify as a public offer and therefore, where any of the exceptions set out in section 68 (3) of the Companies Act 2014 (discussed above) are applicable, the obligation to publish a prospectus would not arise (unless the securities, the subject of the offer, are to be listed on a regulated market).

The private placement market in Italy is underdeveloped compared to, for instance, the UK or the US. According to a paper published by the Bank of Italy, there were 235 issuances of debt securities in the period 2012–2014.

Having said that, the private placement market in Italy is growing due to the introduction of so-called minibonds, ie debt securities issued by Italian non-listed companies (generally small and medium-sized enterprises (SMEs)) and usually negotiated on the ExtraMOT Pro.

Efforts have been made by the Loan Market Association and International Capital Markets Association to standardize private placement documentation.

Yes, there is a private placement market in Ivory Coast and with the multiplication of private financial institutions in the WAEMU zone, more financing investments are thus being provided for companies and individuals.

That multiplication, combined with technological changes and developments, make access to offers and opportunities easier and more and more investments are being made through the private market in several sectors such as real estate, insurance and the like.

There is no dominant standardization of private placement documentation, the ones from the Loan Market Association (LMA) are sometimes used.

Private placements of debt securities are common in Japan. Private placement bonds issued by Japanese and overseas companies may be listed on the TOKYO PRO-BOND Market.

Luxembourg has an active private placement market.

There is no dominant standard for documentation but efforts have been made by the Loan Market Association and International Capital Markets Association to standardize private placement documentation.

There is an active private placement market in Mauritius.

Mexico has an active private placement market.

There is a private placement market in Morocco.

Yes.

Both New Zealand banks and some non-financial corporates make use of private debt markets.

There is a private placement market in Norway. Private placements are popular where the prospectus rules do not need to be complied with.

Even though there are no official records, there is an active market for private placements. However, private pension funds – which are the principal investors in the Peruvian securities market – generally purchase securities that have information registered at the Superintendence of Securities Market (SMV).

Poland has an active private placement market. There is no dominant standard for documentation.

Portugal has an active private placement market.

There is no dominant standard for documentation but it is usual to adopt internationally accepted models.

Yes there is, but a very limited one.

Romania has a low-volume private placement market.

Russia has a moderately active private placement market.

As a matter of Russian law, securities cannot be placed (including private placements through private offering to specified potential buyers) until:

• the securities offering and (in relevant cases) the prospectus are registered with the Central Bank of the Russian Federation; or
• issuing of the securities (at the time of incorporation of the issuer or through private offering) is registered by a licensed registrar,  an exchange or a depository.

Yes, there is a private placement market in Senegal and with the multiplication of private financial institutions in the WAEMU zone, more financing investments are thus being provided for companies and individuals.

That multiplication, combined with technological changes and developments, make access to offers and opportunities easier and more investments are being made through the private market in several sectors such as real estate and insurance.

There is no dominant standardization of private placement documentation. The ones from the Loan Market Association (LMA) are sometimes used.

Singapore does have an active private placement market and companies would have to comply with the rules of the Singapore Exchange Securities Trading Limited for such placements. Save for the foregoing, there are no specific regulations governing the same.

Slovakia does not have an active private placement market yet.

Yes. 

There is no private placement market in Spain.

However, every offer that does not qualify as a public offering is considered a private placement (as stated in Issuing and investing in debt securities – investor considerations).

Sweden has an active private placement market.

There is no dominant standard for documentation but efforts have been made by the Loan Market Association and International Capital Markets Association to standardize private placement documentation.

There is a limited private placement market in Thailand. 

Ukraine has a non-active private placement market. Generally, shareholders use private placement as a means of funding companies' needs.

The UK has an active private placement market.

There is no dominant standard for documentation but efforts have been made by the Loan Market Association and International Capital Markets Association to standardize private placement documentation.

The UK has an active private placement market.

There is no dominant standard for documentation but efforts have been made by the Loan Market Association and International Capital Markets Association to standardize private placement documentation.

The UAE has a relatively active private placement market.

There is no dominant standard for documentation, but private placement documentation will often take into consideration the style/approach of the Loan Market Association and International Capital Markets Association (if appropriate to do so).

Yes, there are multiple private placement markets and sub-markets in the US. Insurance companies invest in private placements on a series of model forms promulgated by the American College of Investment Counsel. On the other hand, the market for high-yield bonds does not have a single dominant documentation standard.