Electronic settlement for US Regulation S, Category 3 securities
extended until 1 September 2015


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Electronic settlement for US Regulation S, Category 3 securities extended until 1 September 2015

Dear <<First Name>>,

The London Stock Exchange (the “Exchange”) has yesterday announced an extension of the 1 June 2015 deadline for the electronic settlement of Regulation S, Category 3 securities to 1 September 2015. As such, the Exchange will remove the exclusion of “Regulation S, Category 3” securities from its Rule 5025 at that time, rather than on 1 June 2015 as previously indicated.

By way of background, on 28 August 2014, Article 3(2) of the EU Regulation on Central Securities Depositories (“CSDR”) was published in the Official Journal requiring that where transactions in transferable securities take place on a trading venue, the relevant securities should be recorded in book entry form in a Central Securities Depository (“CSD”) on or before the intended settlement date (unless already so recorded). This requirement applies irrespective of whether the security is currently eligible for electronic settlement or not and applies to all transactions executed under the Rules of the Exchange.

Subsequently, the European Securities and Markets Authority (“ESMA”) clarified that this book entry form requirement as required under Article 3(2) applies to all transferable securities, including those issued by the issuers established in third countries, to the extent that the settlement of the transactions in such securities takes place in a securities settlement system governed by the law of an EU Member State. While Article 3(2) is technically effective as of 17 September 2014, the Exchange previously had until 1 June 2015 to implement this provision. The Exchange announced yesterday that this deadline has been extended until 1 September 2015.

Euroclear UK and Ireland Limited (“EUI”) has also yesterday published its white book (“White Book”) on its new “Euroclear UK & Ireland: Regulation S Category 3 Settlement Service”. This White Book outlines EUI’s proposed changes to the CREST system in relation to the holding and transfer of Regulation S, Category 3 securities and, if applicable, in connection with any eligible resales under Rule 144A of the US Securities Act of 1933, as amended. Together with the White Book, EUI also publishing draft versions of the “CREST Terms & Conditions (general)”, the “CREST Rules”, the “CREST Reference Manual” and the “CREST Glossary” for review and consultation.

For the London Stock Exchange Notice N09/15 announcing the extension, please click here.

For access to the EUI’s White Book and related draft versions as referenced above, please access the MyEuroclear website here.
Best regards,

Daniel Winterfeldt
Head of International Capital Markets
CMS Cameron McKenna LLP
Founder and Co-Chair of the Forum

Ed Bibko 
Baker & McKenzie LLP
Co-Chair of the Forum
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