Last Updated June 10, 2019

Law and Practice

Contributed By Walkers

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Walkers is a global firm with ten substantive offices around the world. Its transactions often involve Cayman Islands, British Virgin Islands, Bermuda, Jersey and/or Guernsey legal matters, and it provides an integrated service to clients across its offices, legal systems and time zones. The finance and capital markets group in Ireland comprises a team of 23, including two listing agents. The group also includes four tax-advisers (including two tax partners) who support a number of practice areas and 16 dedicated capital markets fee-earners who spend the vast majority of their time advising on debt capital markets activity. In addition, the team works with asset finance, corporate, real estate and investment funds teams on multi-disciplinary, cross-border mandates. It is one of the largest dedicated debt capital markets teams in Ireland. The firm was a founding member of the Irish Debt Securities Association (IDSA) and sits on the Executive Council and Legal, Tax, CSP and Listing Sub-committees.

A bookbuilding process is used for debt offerings but it will depend on the nature of the deal/particular market segment.

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Dealer Agreement

The key provisions of dealer agreements include provisions regarding:

  • the appointment and termination of the dealer(s);
  • the terms upon which the issuer will issue debt securities to the dealers (including currency, form and denomination) and the terms regarding resale by the dealers of the debt securities, including selling restrictions by which the dealers will agree to be bound;
  • a suite of representations and covenants to be given by the issuer in relation to itself and the debt securities; and
  • a suite of conditions precedent to be met by the issuer in advance of the dealer becoming bound to purchase the debt securities from the issuer.

Subscription Agreement

The key provisions of subscription agreements include provisions regarding:

  • the terms upon which the subscriber will subscribe for the debt securities, including details of the agreed subscription price;
  • a suite of conditions precedent to be met by the issuer in advance of the subscribers agreement to subscribe for the debt securities becoming effective;
  • a suite of representations and covenants to be given by the issuer in relation to itself and the debt securities;
  • indemnification provisions; and
  • termination provisions.

MAR (and the domestic Irish market abuse regime which implements MAR) prohibit market manipulation. 

In addition, the delegated and implementing acts relating to MAR issued by the European Commission impose detailed regulatory technical standards and requirements in respect of specific issues, such as rules around buy-back programmes/stabilisation measures.

Walkers Global

The Exchange,
George's Dock, IFSC,
Dublin 1,
Ireland

+353 1 470 6600

+353 1 470 6601

info@walkersglobal.com www.walkersglobal.com
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Authors



Walkers is a global firm with ten substantive offices around the world. Its transactions often involve Cayman Islands, British Virgin Islands, Bermuda, Jersey and/or Guernsey legal matters, and it provides an integrated service to clients across its offices, legal systems and time zones. The finance and capital markets group in Ireland comprises a team of 23, including two listing agents. The group also includes four tax-advisers (including two tax partners) who support a number of practice areas and 16 dedicated capital markets fee-earners who spend the vast majority of their time advising on debt capital markets activity. In addition, the team works with asset finance, corporate, real estate and investment funds teams on multi-disciplinary, cross-border mandates. It is one of the largest dedicated debt capital markets teams in Ireland. The firm was a founding member of the Irish Debt Securities Association (IDSA) and sits on the Executive Council and Legal, Tax, CSP and Listing Sub-committees.

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