1. The purpose of offerings

The offering must be in line with this objective. The price of a security is equal to its present value, as long as all publicly available information has been priced in. This is the very basis of market efficiency. Conversely, asymmetric information is the main factor that can keep a company from selling an asset at its fair value.

Investors must therefore be given the information they need to make an investment decision. The company issuing securities and the bank(s) handling the offerings must provide investors with information. Depending on the type of offering, this can be in the form of:

• a mandatory legal written document called a prospectus;
• presentations by management via meetings/conference calls with investors or electronic roadshows;
• valuations and comments by financial professionals on the deal and the issuer via notes by financial analysts and presentations to the bank’s sales teams, for example.

A firm underwriting commitment by the bank(s) handling the transaction can provide additional reassurance to investors, because if the bank is willing to arrange and underwrite the offering, it must believe that the offering will succeed and that the price is “fair”. After all, investors are also clients to whom the bank regularly offers shares.

Investor information needs and the complexity of the deal depend on the following:

• The amount of information that is already available on the issuing company itself. Clearly, an initial public offering of shares in a company unknown to the market will require a big effort to educate investors on the company’s strategy, business, financial profile and perhaps even the sector in which it operates. This information is already contained in the share price of a publicly traded company, as that price reflects investor anticipation. This is why it is generally easier to offer shares in a company that is already listed.
• Investor risk. Investors need more information for shares than for bonds, which are less risky.
• The type and number of investors targeted. In addition to regulatory restrictions, it is generally more difficult for a European company to sell its securities in the US than in Europe, especially if the company and its industry are not known outside its home country (sometimes the opposite can occur, as in the oil services sector, for example). Meanwhile, a private placement with a few investors is simpler than a public offering, market authorities imposing a lower level of information for transactions targeting only professional investors.

2. The role of banks

The bank(s) in charge of an offering have four roles, the complexity of which depends on the type of offering:

1. Arranging the deal, i.e. choosing the type of offering on the basis of the goal sought: volume of securities to offer and in what form and timetable, choosing the market for the offering, contacts with market authorities, preparation of legal documents in liaison with specialised attorneys.
2. Circulation of information: an offering is often an opportunity for an issuer to report on its recent activity, prospects and strategy. The consistency of this information is checked by the bank and the lawyers in charge of the deal during a phase called “due diligence”, which consists of interviews with the company’s management. Information is also gathered by the brokerage arm of the bank and then put out in research notes written by the bank’s financial analysts. The bank also organises meetings between the issuer and investors in one or more markets (roadshows or one-to-one meetings).
3. Distribution of the paper: the bank’s sales teams approach their regular clients, the investors, to market the securities and take orders. The issue price is then set by the bank in liaison with the issuer or seller, and the securities are allocated to investors. An equilibrium price is established in the “after-market” phase. In the days after that, the bank may intervene in the market in order to facilitate exchanges of blocks among investors.
4. Underwriting: in some cases the bank provides the issuer (or seller) with a guarantee that the securities will find buyers at the agreed price. The bank thus assumes a certain market risk. The magnitude of this risk will depend on the type of guarantee and on the timing of the commitment.

Most offerings, especially public offerings,¹ require a syndicate made up of several banks. Depending on how involved it is in the deal, and in particular the degree of guarantee, any one bank may play the role of:

• global coordinator, who coordinates all aspects of an offering; the global coordinator is also lead manager and usually serves as lead and book-runner as well. For fixed-income issues, the global coordinator is called the arranger;
• the lead manager is responsible for preparing and executing the deal. The lead helps choose the syndicate. One (or more) leads also serve as book-runners. The lead also takes part in allocating the securities to investors;
• joint-leads play an important role, but do not usually serve as book-runners;
• co-leads may underwrite a significant portion of the securities but have no role in structuring the deal;
• co-managers play a more limited role in the transaction, normally just underwriting a small portion of securities. Sometimes co-managers will provide no underwriting commitment and have no placement role, they will merely associate their names with the transaction. This being called “check collecting”.

For some transactions (a block trade of already existing shares or a bond issue), the banks may buy the securities from the seller (or issuer) and then sell them to investors. This is called a bought deal. Unsold securities go onto the bank’s balance sheet.

A firm underwriting agreement carries less of a commitment than a bought deal. A firm underwriting is a commitment by the bank to buy the securities only if the offering fails to attract sufficient investor interest. In some cases, the bank may be released from its commitment in the event of force majeure.

Before agreeing to underwrite more complex deals, banks may wish to have some idea of investors’ intentions. They do so via a process called book-building, which occurs at the same time that information is sent out and the securities are marketed. Volumes and prices from potential investors are listed in the book. This helps determine if the transaction is feasible and, if so, at what price. Only after the book-building process do banks choose whether or not to underwrite the deal. Book-building allows the banks running the transaction to limit their risk, by assuring them that investors are willing to buy the securities.

In simpler transactions such as the placement of blocks or the issue of convertible bonds, the bank will almost always get feedback from a limited number of investors on their interest in the transaction and on the pricing. Market soundings are regulated by a European Directive (market abuse regulation, MAR).

In some cases, the bank does not pledge that the transaction will go through successfully, only that it will make its best efforts to ensure that this happens. This is rare in a formal documented offer, as investor confidence could be sapped if there is no formal pledge that the deal will go through. As a result, best efforts is the rule only in offerings by smaller companies or in very special cases (companies in financial distress, for example).

In some transactions, the bank’s commitment is halfway between an initial bought deal and a post-book-building bought deal. When a block of existing shares is being sold, a bank may make a “back-stop” or floor underwriting commitment, i.e. go through the book-building process but guarantee the seller a minimum price.

There are three techniques for adjusting the offering to investor actual behaviour during (or just after) the transaction: extension clause, greenshoe and clawback.

The extension clause allows shareholders wanting to sell shares or the company issuing new shares to sell more shares than initially planned if demand turns out to be strong. The option is disclosed in the prospectus and can be exercised at the time of the allocation. The size of the transaction can be increased by 15% in the case of a share issue and 25% in the case of a secondary placement.

To stabilise the price after the transaction, the issuer or seller may give the bank the option of buying a number of shares over and above the shares offered to investors (as many as 15% more in a capital increase and 25% more for block trades of existing shares). This is called a greenshoe (named after the first company to use it). The bank allocates all the securities to investors, including the greenshoe shares, i.e. more than the official offering. These additional shares are borrowed by the bank:

• If the price falls after the offering, the bank buys shares on the market up to the limit of the greenshoe. This supports the price. It then has 30 days to resell these shares if the price moves back up. If the price doesn’t rise, the bank repays the loan using the shares it bought to support the price. In this case the greenshoe is not exercised.
• If the price moves up, the bank can resell the shares or, if the price rises immediately after the transaction, the bank no longer has the shares so it will pay back the loan by exercising the greenshoe. The company will thus have sold more shares than originally planned.

Greenshoes are used for secondary offerings (i.e. sale of existing shares), new share issues (the lead bank receives, free of charge, warrants that it may or may not exercise) or convertible bond issues (when it takes the form of a simple extension of the issue, decided two or three days after its launch).

An offering targeted at several categories of investors (institutional, retail, employees, etc.) will be split into several tranches reserved for each of them. The clawback clause gives the company some flexibility in the size of each tranche. Hence, if institutional demand is very heavy and retail demand very light, the clawback allows the shares initially allocated to retail investors to be reallocated to institutional investors.

If a large shareholder sells part of his shares through the transaction, the placement will be eased if this shareholder commits not to sell additional shares over a certain period of time (unless the bank coordinating the transaction gives the green light). This is called a lock up and lasts between a few months and a year.

To simplify the transaction, the bank may advise the company to target a limited number of investors, thus avoiding the rules governing a public offering, including supervision by market authorities, obligation to present information, etc. This is called a private placement and is possible on all types of products. Private placements are in particular often used in offerings to US investors (generally under rule 144A), as the offering would otherwise be subject to extremely strict restrictions. They are also used in Europe for some bond placements.

3. Issue discounts

Studies show that when a company is floated, its stock normally rises by an average of about 10–15% over its issue price, depending on the country, the timing and how the rise is calculated. Meanwhile, shares in a company that is already listed are usually offered at a discount ranging from 2–5%, although the range varies profoundly according to different countries.

This discount is theoretically due to the asymmetry of information between the seller and the investors or intermediaries. One side knows more about the company’s prospects, while the other side knows more about market demand. The transaction is therefore possible. It’s all a matter of price! Selling securities generally sends out a negative signal, so the seller has to price his securities slightly below their true value to ensure the deal goes through and that investors are satisfied.

The IPO discount could be due to the fact that there are both informed and uninformed investors. Uninformed investors cannot distinguish which issues are really attractive and thus are exposed to the winner’s curse. This is why an average discount is offered, to guarantee an appropriate return for uninformed investors who will be receiving many shares of a “bad deal” and few shares of a “good deal”. Others suggest that the discount is a way of remunerating the banks underwriting the deal. The discount makes the issue easier to market, reduces risk and allows them to meet institutional client demand.

The issue discount is another way to persuade investors to invest in a transaction that appears to carry some risk.

For bonds, the investor will generally get a slightly better yield to maturity (5 to 20 basis points) on a new issue than on the secondary market of an existing issue with similar conditions. This premium will be called the new issue premium (NIP), a premium in rate being equivalent to a discount in price.

So much for the major principles. Let’s now look at how the main types of securities are offered. As you will see, the methods converge towards two main techniques: bought deals and book-building.

1. How an IPO works

IPOs are surely the most complex of transactions. They involve selling securities, about which prior information is extremely limited, to a large number of investors, including institutional and retail investors and employees.

An IPO can include a primary tranche (i.e. shares newly issued by the company) and/or a secondary tranche (i.e. disposal of existing shares by an existing shareholder). The techniques are the same for both tranches and, in fact, existing shares and new shares are bundled up in the same lot of shares to be offered.

However, the techniques vary depending on whether the shares are being offered to institutional investors, retail investors or employees.

2. How IPOs are made

A number of techniques exist for floating a company. However, in the past few years, IPOs on regulated markets have almost all been in the same form: that of an underwritten deal with institutional investors and a retail public offering with retail investors.

(a) Book-building

Offerings of securities to institutional investors are most often implemented through a book-building. This is the main tranche in almost all IPOs. Under this system, one or more banks organise the marketing and sale of securities to investors via a phase of book-building. The price set after book-building will serve as a basis for setting the price of the retail public offering. Other techniques are used for the other tranches (employees and retail investors, in particular).

The initial review phase is handled by the banks. This consists of assessing and preparing the legal and regulatory framework of the deal (choice of market for listing, whether to offer shares in the US, etc.); structuring the deal; supervising documentation (due diligence, prospectus) and underwriting and execution agreements; preparing financial analysis reports; designing a marketing campaign (i.e. the type and content of management presentations, programme of meetings between management and investors).

Then comes the execution phase, with the publishing of financial analysis notes by syndicate banks. This is a pre-marketing period lasting one to two weeks prior to the effective launch of the operation. The notes are presented to investors during “warm-up” meetings, which help test investor sentiment. Analysts’ research notes cannot be published during the blackout period that precedes the launch. The terms of the transaction, particularly the price range or maximum price, are set on the basis of conclusions from this pre-marketing exercise.

The marketing campaign itself then begins, and the offering is under way. During this period, full information is distributed via draft prospectuses (certified by market authorities), which may be national or international in scope. The prospectus includes all information on the company and the transaction. The offering is marketed within a price range of about 15% or with a maximum price. Company managers are mobilised during this period for numerous meetings with investors (roadshows) or for one-on-one meetings. The information given to investors is mainly on company results, markets and strategy.

In the meantime, investor intentions to subscribe in terms of volumes and prices are recorded in an order book, on the basis of the preliminary price range.

After this period, which can last five to 15 days, the sale price of the existing shares and/or newly issued shares is set. The price reflects market conditions, overall demand as reflected in the order book and the price sensitivity that investors may have expressed.

Not until after this phase might banks enter into a firm underwriting agreement. The shares are then immediately allocated, thus limiting the bank’s risk. After allocation, investors are theoretically committed. However, up to the actual settlement and delivery of the shares (three days after the transaction), banks still face counterparty risk. There is also business risk in the form of an institutional investor who decides he does not wish to take delivery of the shares after all. In sum, the only risks the syndicate takes is that of a market crash between the moment the price is set and the moment when the shares are allocated, and that of stabilising the price for around a month after the transaction by buying shares on the market.

The guarantee given by the bank to the company is also implicitly a guarantee for the market. The bank determines a value after review of internal information. This partly resolves the problem of asymmetry of information. The signal is no longer negative, because a bank with access to internal information is taking the risk of buying the shares at a set price if the market does not.

The final prospectus (with the issue price) is sent out after the price is set and the subscription period is closed. The lead bank knows the quantity and quality of demand. The book-runner allocates the new shares to investors in concert with the issuer and/or seller, who can thus “choose” his shareholders to a certain extent.

The shares are allocated on the basis of certain criteria determined in advance. Allocation is discretionary but not arbitrary. The goal may be to favour US, European or local investors. Generally, the main goal in allocation is to have a balance between investors with different investment timing in order to ensure a stable aftermarket. The banks may steer the issuer to what it believes are quality investors, thus limiting excessive flowback, i.e. the massive sale of securities immediately after the offering.

In academic research, discretionary allocation and pricing have been interpreted in the following ways:

• Benveniste and Spindt (1989) claim that the most knowledgeable investors reveal the information they have (through their order in the order book) in compensation for a good allocation and good pricing (IPO discount).
• In a second interpretation, the bank tries to favour long-term investors in order not to drive down the share price in the short term. In addition, the IPOed firm may wish to create a long-term shareholder base.
• In a third interpretation, the bank will use its power in the transaction to maximise its profits (which is sometimes against the interest of the firm being IPOed). The bank derives high profits from its large institutional clients (in particular thanks to trading revenues).

Book-building offers several advantages, including greater flexibility. For one thing, the price can be adjusted as necessary during the marketing phase, which can sometimes last several weeks. Moreover, shareholders can still be chosen via discretionary allocation of shares.

3. US listings for non-US companies

Companies normally list their shares on their domestic stock market, where they are better known. However, they may wish to tap foreign investors to widen their shareholder base and could thus seek a foreign listing.

This decision is not so unusual – over 3000 foreign companies are listed in the US!

Since the American markets (NYSE and Nasdaq) are traditionally the preferred alternative for companies wanting to list, we focus our attention on US listing.

1. The different methods

The method chosen for a capital increase depends:

1. on whether or not the company is listed;
2. on how eager current shareholders are to subscribe.

2. Rights issue

A fixed-price rights issue with pre-emptive subscription rights (also called privileged subscription or rights issues) is the traditional issue preferred by small investors (or their representatives). Such issues acknowledge their loyalty or, conversely, allow them to raise a little cash by selling their subscription rights.

In some countries, such as the US and Japan, rights issues are quite rare, while in Continental Europe they generally have to be sold by rights.

Such issues remain open for at least 10 trading days. Banks underwrite them at a price well below the current share price, generally at a discount of 15–30%, but up to 30–50% when a financial crisis increases the volatility of stocks.⁶ No bank will guarantee a price near the current market price, because the longer the subscription period, the greater the risk of a drop in price. It is at this price that the banks will buy up any shares that have not found takers.

A steep discount would be a considerable injustice to existing shareholders, as the new shareholders could buy shares at 20% below the current market price. Rights issues resolve this problem by allowing existing shareholders to buy a number of shares proportional to the number they already have. If existing shareholders use all their pre-emptive rights, i.e. buy the same proportion of new shares as they possess of existing shares, they should not care what price the new shares are offered at.

Even when existing shareholders do not wish to subscribe, the pre-emptive subscription rights keep them from being penalised, as they can sell the right on the first day it is detached.

(b) Calculating the theoretical value of the subscription right

Let’s take a company that has 1 000 000 shares outstanding, trading at €50 each. The company issues 100 000 new shares at €40 each, or one new share for each 10 existing ones. Each existing share will have one subscription right, and to buy a new share for €40, 10 subscription rights and €40 will be required.

After the new shares have been issued, an existing shareholder who holds one share and has sold his pre-emptive subscription rights must be in the same situation as an investor who has bought 10 pre-emptive subscription rights and one new share. So the share price after the deal should be equal to:

but also:

In our example:

Hence:

The post-deal share price should be equal to:

It is easy to calculate the theoretical value of the subscription right:

where V is the pre-issue share price, E the issue price of the new shares, N ′ the number of new shares issued and N the number of existing shares.

We can see that this formula can be used to find the previous result.

The detachment of subscription rights is conceptually similar to a bonus share award. Hence, the existing shareholder may, if he wishes, sell some pre-emptive rights and use the cash and remaining rights to subscribe to new shares, without laying out new cash (see the exercise at the end of this chapter).

The theoretical value of the share, once the rights have been distributed, is equal to the price pre-transaction less the value of the right. It is called the theoretical ex-right price or TERP.

3. Issue of shares without pre-emptive subscription rights

In issues of shares without subscription rights, the company also turns to a bank or a banking syndicate for the issue. But their role is more important in this case, as they must market the new shares to new investors. They generally underwrite the issue, as described above for IPOs. A retail public offering can be undertaken simultaneously. Alternatively, the bank can simply launch the transaction and centralise the orders without having gone through a book-building phase. The company may issue 10–15% more shares than expected, via a greenshoe, under which warrants are issued to the banks (see above).

Local regulations tend to limit the flexibility to issue shares without subscription rights, so that the shareholder will not be diluted at an absurd price. Therefore, in most countries, regulation fixes a maximum discount to the last price or a minimum issue price as a reference to a price average.

When new shares are issued with no pre-set price, current shareholders can be given first priority without necessarily receiving pre-emptive rights. Indeed, such a priority period is the rule when pre-emptive rights are not issued. However, unlike pre-emptive rights, the priority period cannot be bought or sold. However, priority periods have the disadvantage of lengthening the total transaction period, as they generally last a few trading days (this is the minimum amount of time to allow individual shareholders the time to subscribe).

Legally speaking, a public issue of new shares, with or without pre-emptive rights, is considered to have been completed when the banks have signed a contract on a firm underwriting the transaction, regardless of whether or not the shares end up being fully subscribed.

Such issues of shares can be implemented in the form of a private placement to qualified investors (usually for a minor portion of capital).

4. Equity lines

The way an equity line works is that a company issues warrants to a bank which exercises them at the request of the company when it needs to raise equity. Equity lines smooth the impact of a capital increase over time. The shares issued when the warrants are exercised are immediately resold by the bank.

Equity lines are suitable for young businesses where the stock performance history does not allow conventional rights issues. However, it opens the way to many uncertainties, particularly on the terms imposed on the banks in exercising warrants and reselling the shares.

1. Book-building and accelerated book-building

Like a rights issue, a block trade is done via book-building. However, while rights issues allow companies to raise significant funds for investment, a block trade does not raise any new capital or have any direct impact on the company’s business.

Moreover, fewer shares are usually involved in a block trade than in a capital increase. Block trades are thus “simpler” deals than capital increases and require less marketing. Book-building is faster, top management is less involved or not involved at all, and the deal can sometimes be done within a few hours.

Bigger transactions involving a strategic shift (exit by a controlling shareholder, etc.) may require an intense marketing campaign, and the deal will be managed as if it were a rights issue.

Book-building can come with a public offer of sale when the company wants to allow retail investors to acquire shares, but only for the larger issues. Barring a waiver from Euronext, a retail offering is possible only if it involves at least 10% of the total outstanding shares or at least 20 times the average daily volumes during the previous six months.

Block trades use techniques that are similar to those of IPOs. For example, prices can be set in advance or on the basis of terms set when the offering begins. However, in the latter case, no price range is required (but the price-setting mechanism and the maximum price must be spelled out). In the requisite filings with Euronext, the initiator can reserve the right to withdraw the offer if take-up is insufficient or increase the number of shares on offer by as much as 25% if demand is greater than expected.

2. Bought deals and back-stops

When the seller initiates book-building or accelerated book-building, he has no guarantee that the transaction will go through. Nor does he know at what price the deal will be done. To solve this problem, he can ask the bank to buy the shares itself. The bank will then sell them to investors. This is called a “bought deal”.

The bank is then taking a significant risk and will only buy the shares at a discount to the market price. In recent bought deals involving liquid stocks, this discount ranges from 2% to 5%; it was between 10% and 20% mid-2009.

The way it works is this: the seller contacts a few banks one evening after the markets close. He may have mentioned to some banks a few days or weeks beforehand that he might be selling shares, thus ensuring better-quality replies. The seller asks each bank the price it is willing to offer for the shares. Bids must be submitted within a few hours. The seller chooses the bank solely on the basis of price, and the shares are sold that very night. The bank must then organise its sales teams to resell the shares during the night in North America or Asia, taking advantage of the time difference, and then the following morning in Europe.

For the seller, bought deals offer the advantage of being certain that the deal will go through and at the price stated at the moment when it decides whether to sell. There are some disadvantages, however:

• the deal will generally be at a greater discount than in accelerated book-building;
• share performance can suffer, as the bank that has acquired the shares will want to sell them as quickly as possible, even if that means making the price fall.

In a very hot market, the seller may have the best of both worlds in transactions with a back-stop.

• The bank sets up an order book so that the firm can benefit from an increase in share price.
• The bank guarantees a minimum price. If all or part of the placement cannot be made at that price, the bank will buy the shares at the back-stop price.

Banks can be very aggressive when seeking to gain the right to execute such transactions in order to build credentials and comfort their ranking in league tables. A number of large transactions (in particular when governments are sellers) have led to heavy losses for investment banks in charge.

1. Investment grade bonds

The euro switchover has naturally given rise to a pan-European bond market, and has allowed much larger issues than were previously possible on national markets. €1bn issues are no longer rare, and only issues of €10bn or more are exceptional.

Bond offering techniques have thus evolved towards those used for shares, and market regulations have followed suit. For example, competitive bidding has gradually given way to book-building. Competitive bidding consists of a tender from banks. The issuer chooses the establishment that will head up the offering on the basis of the terms offered (mainly price). It thus takes the risk of giving the lead mandate to a bank that is overly aggressive on price. The reason this is risky is that prices of bonds on the secondary market may fall after the operation begins as the bonds were issued at too high a price (hence at an excessively low rate). Buyers will not like this and will demand a higher interest rate the next time the issuer comes to the primary market. Competitive bidding is similar to a bought deal and is often used by state-owned companies, as well as companies that have already tapped the bond markets.

Other placement techniques exist (but they are usually used by sovereign issuers): Dutch Auctions (“reverse auctions”) are one example.

Book-building helps avoid price weakness after launch, as the issue price (or spread) is not pre-set. The lead bank suggests a price range and sounds out investors to see what price they are willing to pay. Presentations to investors, one-on-one meetings and electronic roadshows over the Internet or Bloomberg allow management to present its strategy.

The lead then builds a book of volumes and prices (either rate or spread) offered by each investor interested in the issue. There is little risk of miscalculation, as the issue price is set by the market. The period between when the price is set and the effective delivery of the shares is called the grey market (this is also the case for IPOs and rights issues). Shares are traded on the grey market without, technically, even existing. Transactions on the grey market are unwound after settlement and delivery and the first official quotations. The lead intervenes on the grey market to maintain the spread at which the issue has been priced.

So there are some similarities between share and bond offerings. However, the process is much shorter for bonds and can be extremely short, especially if a company is an investment grade frequent issuer, and if the issue is on its local market. In such case, the placement will be implemented in a few hours with very limited marketing efforts. The process is longer for a first issue or if the company is targeting a large proportion of international investors.

A sample timetable for an issuer who has issued bonds in the past is shown in the diagram below:

The role of the lead is not just to market the paper, but to advise the client, where applicable, in the obtaining of a rating. It determines the spread possible through comparisons with issuers having a similar profile and chooses the members of the syndicate to help sell the bonds to the largest number possible of investors.

When the company plans several issues in the medium term, it can put out an umbrella prospectus to cover all of them, under an issue of EMTNs (euro medium-term notes). This allows the company to tap the markets very rapidly when it needs to or when the market is attractive.

Bond issues are usually reserved for qualified investors, as issues to individual investors are much more cumbersome in terms of documentation.

2. High yield bonds

By definition, high yield or non-investment grade bonds are risky products. High yield issues take longer and require more aggressive marketing than a standard issue, as there are fewer potential buyers.

3. Private placement

As explained previously, private placements are an alternative to regular bond issues and allow issues of smaller amounts.

Placement techniques for private placements are much closer to placements of syndicated loans (see Section 25.7) than to standard bond issues. Investors are generally contacted in anticipation of the transaction to gauge their appetite for the transaction and the type of issuer that they could consider. The transaction is then proposed to firms that meet the criteria defined by the investors. Investors are typically insurance companies or pension funds looking for long-term investment and not caring much about the liquidity of their investment.

The placement requires the drafting of a prospectus as in a standard transaction.

Obviously, each local market (US, European, Schuldschein in Germany) has its specificities. Signs of a structuring market standard issue contract are now available for European private placements.