UK: Eurobonds - Are Eurobonds The Answer To An Unstable Securities Market?

Last Updated: 10 November 2011
Article by Rob Askew and Katherine O''Neill

Following the financial crisis in 2008 and the resulting reduction in the availability of traditional bank credit, companies looked to alternative methods of raising finance. In 2008 and 2009, we saw an increase in the number of rights issues and other secondary equity offerings by companies with shares listed on the London Stock Exchange. The rate of equity fundraisings has slowed since the end of 2009 and, with bank lending almost at a standstill, a number of companies instead turned to the debt capital markets and, in particular, to Eurobonds as a more stable investment vehicle.

What is a Eurobond?

Eurobonds are specialist debt securities, usually in bearer form, which are typically marketed to institutional investors on the international capital markets. It is a common mistake to think that 'Eurobonds' are related to the single currency adopted by some EU countries. In reality, they have nothing to do with the 'Euro'. In this context, the term 'Euro' refers to the international aspect of the relevant bonds, which are issued and traded outside the country in whose currency they are denominated, and outside the regulations of a single country.

Such bonds are free of withholding tax and traded electronically, rather than in physical form.


Often, the offer of Eurobonds to investors will be governed by English law and the regulations of the jurisdiction in which the investments are ultimately listed. In particular, the regulations require the provision of accurate information to investors. Typically, the issuer will appoint an investment bank as lead manager to arrange the offer of the Eurobonds, as well as various other advisors. A document containing details of the issuer and the basis of the Eurobond offering will be prepared and sent to investors.

As noted, additional regulations apply where Eurobonds are being listed (for example, where bonds are to be listed in London, the requirements of the London Stock Exchange will need to be met and certain of the Listing Rules issued by the Financial Services Authority will also apply).

Benefits of Listing a Eurobond

The key motivations for deciding to list a bond on a stock exchange include:

  • Prestige and investor security
  • Tax advantages
  • Perceived advantage of liquidity in the secondary market.

London and Luxembourg are considered to be the global centres for the origination, execution and listing of Eurobonds. The advantages of listing such bonds in London include:

  • London is the only listing venue which does not charge bond issuers an annual fee
  • The UK Listing Authority (UKLA), a division of the Financial Services Authority, has a specialist Central Debt Desk with primary responsibility for reviewing Eurobond documentation
  • English is the common language for virtually all Eurobond documentation and any delay or misunderstanding arising from listing where English is not the first language will be minimised.

Conditions for Listings

As Eurobonds are only offered to institutional investors, listing requirements are less onerous when compared to issues of debt securities to retail investors. There are a number of key requirements which must be fulfilled for Eurobonds to be listed in London, including:

  • At least a two-year trading record and independently audited accounts
  • Compliance with UKLA's listing rules and with the London Stock Exchange's Admission and Disclosure Standards
  • The Eurobonds must be freely transferable
  • The Eurobonds must have a market capitalisation of at least £200,000.

In general, the regulatory framework for issuers of Eurobonds listed on the London Stock Exchange is less onerous than for issuers with listings of shares. This recognises the fact that Eurobond prices in the secondary market tend to be less sensitive than a company's shares to changes in its commercial performance or business prospects, and more sensitive to wider economic changes.

Some of the regulations applying to the listing of convertible Eurobonds overlap with those applying to listings of shares, such as the requirement for issuers to have independently audited accounts.

Market Trends

While much of the recent press coverage regarding Eurobonds has focussed on issues by sovereign states, as well as discussion of issues by the European Union, investor demand for corporate Eurobonds has been strong. Russian companies in particular have been taking advantage of this demand, as low yields have driven investors to look to emerging market debt offerings. Recent successful issues include:

  • An $850 million offer by Evraz Group S.A., a large steel and mining business listed on the London Stock Exchange, which was more than twice oversubscribed
  • An issue of €400 million by Trafigura, one of the world's leading oil and metals traders, for which bids of €1 billion were received from potential investors
  • An issue of $500 million Eurobonds by Ferrexpo, a Swiss-headquartered iron ore company with assets in Ukraine, also oversubscribed.

Final Word

In the current market, the lower levels of regulation applying to listed Eurobonds can make them an attractive alternative to seeking a listing of shares for an issuer looking to raise finance and unable to find appropriate bank financing, or unwilling to accept the terms on offer.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

In association with
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at and we will use commercially reasonable efforts to determine and correct the problem promptly.