From March 2026, the International Central Securities Depositories (ICSDs) will support the issuance of debt securities entirely in dematerialised form under the Dematerialised Notes Structure.
Dematerialised Notes Structure
| Dematerialised debt securities | Governing law | Issuer jurisdictions | Issuer type |
|---|---|---|---|
| English law |
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(*) This instrument type is in-scope but will only be supported once the European pre-issuance messaging system (EPIM) has gone through the necessary changes. The timeline for the adaptation will be shared by the ICSDs in due course.
The purpose of this legal pack is to identify certain provisions which will have to be included in new issue documentation in order for an issue of dematerialised debt securities to be accepted by the ICSDs.
The documentation and suggestions set out in the legal pack are based on Clifford Chance LLP forms for issuance documentation governed by English law which may vary (in some cases significantly) from equivalent forms used by other firms or governed by other laws. Nevertheless, it is hoped that this legal pack will provide a useful guide to all legal firms involved in international securities issues governed by English law as to the nature of the changes which should be made to implement the Dematerialised Notes Structure under legal documentation prepared by them for issues of dematerialised debt securities by the issuers.
Here is a simplified version of the issuance documentation that will be required for dematerialised debt securities and the comparison with other safekeeping structures.
| New Safekeeping Structure (NSS) or New Global Note (NGN) | Classic Global Note (CGN) | Dematerialised Notes Structure | |
|---|---|---|---|
| Global note | Yes | Yes | N/A |
| Issuer ICSD Agreement | Yes | N/A | Yes - New template can be found in the legal pack |
| CSK election form | Yes | N/A | N/A |
| Issuer Effectuation and Disposal Authorisation | Yes | N/A | N/A |
| Issuer Effectuation instruction | Yes (if applicable) | N/A | N/A |
| Issuer Common Safekeeper Authorisation | N/A | N/A | N/A |
The Frequently asked questions and the Functional specifications address the key questions commonly raised by stakeholders throughout the issuance process.
| Title | Date | Content | Link |
|---|---|---|---|
| How dematerialised Eurobonds will reshape the future of global market | 10 March 2026 |
| Link to recording |
