Guarantee Commitments
Directive Guarantee Commitments
I. General Provisions
Art. 1 Purpose
1. This Directive governs the requirements for guarantees provided in connection with debt securities, derivatives, or exchange-traded products. It applies to:
2. Guarantees sufficient to satisfy issuer obligations under Art. 8 Additional Rules on Bonds, Art. 7 Additional Rules Derivatives, or Art. 4 Additional Rules Exchange Traded Products.
3. Guarantees implemented for economic purposes, even if not mandated by the Listing Rules.
4. Exemptions from requirements for issuers related to LR10 (duration) and LR15 (capital resources).Listing Requirements
Art. 2 Definition of Guarantee
Guarantees must satisfy issuer commitments to investors, as required by the rules referenced above.
Art. 3 Guarantee With Floating-Rate Bond
1. The maximum amount of the guarantee commitment for floating-rate bonds must be calculated using interest rates reflecting market practices.
2. If the variable portion of the interest rate depends on criteria such as issuer earnings, the maximum guarantee amount must reflect anticipated liabilities based on historical and projected issuer performance.
3. If a maximum amount is stipulated:
a. It must cover no less than the bond's entire capital amount plus two full years of interest.
b. The amount must remain effective until all payment obligations are fulfilled.
II. Disclosure Obligations
Art. 4 Guarantee Commitment
1. The complete wording of the guarantee commitment must be included in the Listing Particulars unless otherwise approved by the Listing Committee. Where the Listing Committee provides approval not to include the wording of the guarantee commitment, the Listing Particulars must state where investors can obtain a free copy of the wording.
2. If the wording does not provide a clear explanation of the legal nature, scope and enforceability of the guarantee then this must be provided in the Listing Particulars.
Art. 5 Government Guarantees
1. In the case of debt securities covered by a government guarantee, the Listing Particulars may refer to the corresponding legal provisions.
2. Clear information about the content of the government guarantee must be included in the Listing Particulars with particular reference as to whether the government guarantee also secures the specific debt securities.
3. If specific articles of a public law that contains the scope of the government guarantee cannot be reference, the text of the government guarantee must be printed in its entirety in the Listing Particulars.
4. Information must also be provided in the Listing Particulars as to how claims against the government that may arise from the guarantee commitment can be raised and enforced.
Art. 6 Government Guarantees
The Listing Particulars must display prominently the law and place of jurisdiction that apply to the guarantee commitment.
Art. 7 Keep Well Agreement
1. In the case of a Keepwell Agreement, the Listing Particulars must clearly state that the agreement does not constitute a guarantee nor a joint and several surety, and the Listing Particulars must contain information about the nature and binding character if the agreement if such is not clearly evident by the agreement itself.
2. Specifically, a statement of position with regard to the following points must be provided in the Listing Particulars;
a. The issuer’s legal right to enforce the keep well agreement;
b. Possibilities for individual investors to enforce the Keepwell Agreement (i.e. claims on the agreement can be asserted directly against the guarantor);
c. Whether the terms of the Keepwell Agreement may be changed by the parties, and whether such changes require the approval of third parties (e.g. creditors);
d. Whether a change in the agreement constitutes an event of default;
e. Inclusion of the issuer in the scope of consolidation of the company that concluded the agreement.
III. Final provisions
Art. 8 Entry Into Force
This Directive shall enter into force on 1 March 2025.