practice area articles
Global Capital Markets Outlook --2017
By Paul Hastings Professional
Global Capital Markets Outlook
What are the reforms needed to help companies open new paths to growth? What are the critical trends shaping investment opportunities in markets around the world? Our partners share their perspectives on what to watch for as we head into the final months of 2017.
Hong Kong: Reforms Needed to Attract Tech
In our video, Steven Winegar discusses the outlook for the Hong Kong Stock Exchange, including the range of reforms proposed by the Exchange to help maintain its position as one of the world’s leading financial centers. In summary, the Exchange proposed a “New Board” with two distinct segments:
New Board Pro – Targeted at earlier stage companies that do not meet the existing financial or track record criteria for listings on the Exchange. This segment would be open to professional investors only and would provide a “lighter touch” approach to the initial listing requirements.
New Board Premium – Targeted at companies that meet the existing financial and track record requirements of the Exchange, but currently are ineligible to list in Hong Kong because they have non-standard governance structures.
This initiative, particularly the New Board Premium, is intended to give the Exchange a greater ability to compete for the listings of high-profile technology companies, such as Alibaba.
Europe: New Reg Means Easier Access to Capital
The EU adopted a new Prospectus Regulation on June 14, 2017, to make it easier and cheaper to access capital and to improve prospectus readability for investors. This regulation brings with it a series of changes.
Changes effective as of July 20, 2017 include increasing the threshold for exempting issuers to publish a prospectus for newly issued securities (20% of existing listed securities over 12 months vs. 10% previously) and an exemption to publish a prospectus for less than €1 million public offers of securities over 12 months. Beginning July 21, 2018, EU Member States may decide to bring this number to up to €8 million.
Effective July 21, 2019, a new type of shelf registration document (URD) will allow issuers to issue securities provided they meet their EU Transparency Directive reporting obligations. Prospectus disclosure shall include a summary limited to seven pages and will require that risk factors be specific to the issuer and/or the securities, and listed in order of materiality.
Regarding the UK, given that most of the Prospectus Regulation changes will be implemented in July 2019—that is, after the March 2019 effective Brexit date—prospectuses approved in the UK after that date will no longer benefit from the European Economic Area prospectus passporting regime, unless a specific agreement is reached between the UK and EU before then.
Latin America: Emerging Markets Drive Investment
New structural reforms, along with a burgeoning middle class, have enabled Latin America’s emerging markets to continue to drive investment throughout the region. Mexico and Brazil, long strongholds of finance activity, continue to dominate the markets.
In addition, Colombia is a market that has experienced significant economic development in 2017. For example, Credivalores-Crediservicios, S.A.S., a leading non-bank provider of consumer loans, issued the first-ever international bond by a non-bank financial services company in Colombia. Credivalores’s offering involved the issuance of US$250 million of 9.750% Senior Notes due 2022 pursuant to Rule 144A and Regulation S. We served as counsel for Credivalores in this deal, while Credit Suisse and BCP Securities were involved as underwriters.
More broadly, our clients’ participation in a variety of finance transactions, as well as a strong pipeline of IPO and bond activity, reflects the continued interest of investors in Latin America.
United States: The Trump Administration
Jay Clayton was sworn into office as Chairman of the U.S. Securities and Exchange Commission on May 4, 2017. Initial indications as he takes the reins of the SEC suggest that capital formation and “Main Street” investors will be key areas of focus.
Shortly after his appointment, the SEC’s Division of Corporation Finance announced it will now allow all IPO issuers to submit their registration statements for initial review confidentially, a benefit previously enjoyed by certain foreign private issuers and issuers that qualify as emerging growth companies under the JOBS Act. Chairman Clayton observed in a speech before the Economic Club of New York that required public company disclosure has expanded beyond the core concept of materiality and the word count in SEC filings has doubled over the past two decades. He cited this as a factor in innovative businesses deciding to stay privately owned.
We anticipate future policy changes to increase the attractiveness of U.S. public capital markets to such businesses with the aim of enabling Main Street investors to participate in their growth.
Recent Client Successes in Asia
Advised Zhongyuan Bank, the largest city commercial bank in Henan province, China, on its global offering and H-share IPO on the Main Board of the Hong Kong Stock Exchange. CITIC CLSA, JP Morgan, CCB International and CMB International were the joint sponsors.
Advised underwriters Morgan Stanley, Goldman Sachs, KB Securities, Mirae Asset Daewoo and Samsung Securities on the IPO and listing of ING Life Insurance Korea on the Korea Exchange. This marks the second largest IPO in Korea so far this year and the first time a private equity company has used an IPO to begin its exit process in Korea.
Advised CDH Investments on its sale of shares in WH Group, the world’s largest pork producer and processor. Morgan Stanley served as the placing agent.
Advised joint bookrunners CIMB Investment Bank, Maybank Investment Bank, Hong Leong Investment Bank and UOB Kay Hian Securities on Eco World International Berhad’s IPO and listing on the Main Market of Bursa Malaysia.