8. Bookbuilding and Underwriting
8.1 Extent to Which Bookbuilding is Used
A bookbuilding process is used for debt offerings but it will depend on the nature of the deal/particular market segment.
8.2 Structure of the Underwriting
8.3 Key Terms of Subscription/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.
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.
8.4 Rules Regarding Stabilisation and Market Manipulation
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.