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Clifford Chance

Clifford Chance
Regulatory Capital<br />

Regulatory Capital

Experienced advisers to financial institutions on regulatory capital requirements

We work alongside the world's largest financial institutions on their regulatory capital structures, meeting the challenges of a dramatically changing regulatory landscape.

We are at the forefront of regulatory capital changes. Our global network of regulatory and capital markets lawyers brings commercially-focused expertise in navigating Basel III, EU Directives and wider regulatory issues.

We play a significant role in working with regulators and associations such as the BBA and ISDA to shape current and proposed frameworks.

How can we help you?

We closely follow market developments both at an international and national level

  • By actively working with associations such as BBA and ISDA to monitor developments relating to capital regulation.
  • By working with trade associations and other clients to lobby in relation to developments in capital rules.
  • By advising on the impact of proposed changes to regulatory capital requirements on our clients and the transactions that they enter into.

This ensures we are well placed to advise on the current and proposed impact of regulatory capital requirements

  • We advise on the impact of Basel rules and relevant EU Directives as well as the implementation of rules across many of the jurisdictions where we practice.
  • We advise on the PRA rules relating to capital in the UK.

We continuously develop our understanding

Through regular experience of advising on these issues and working with UK and other regulators.

We have a sophisticated and current understanding of the interpretation of capital rules, the concerns of regulators and the way in which regulators’ discretions are exercised.

Recent client highlights

Tier 1 securities

  • Lloyds Banking Group plc  $1,250,000,000 Fixed Rate Reset Additional Tier 1 Perpetual Subordinated Contingent Convertible Securities (March 2023).
  • HSBC Holdings plc $2,000,000,000 8.000% Perpetual Subordinated Contingent. Convertible Securities (Callable During Any Optional Redemption Period).
  • Raiffeisen Bank International on the issuance of a senior preferred sustainability bond by Raiffeisen Bank Romania.
  • Barclays plc on its issue of SGD 400,000,000 7.300 per cent. Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities.
  • de Volksbank on its inaugural issue of € 300 million Green Tier 1 Capital Securities,  the first public green AT1 issuance from The Netherlands.
  • Rabobank on its €1 billion Perpetual Additional Tier 1 Contingent Temporary Write Down Capital Securities, listed on the Global Exchange Market of Euronext Dublin.


Tier 2 securities

  • Lloyds Banking Group plc £750,000,000 6.625 per cent. Fixed Rate Reset Dated Subordinated Notes due 2033.
  • HSBC Holdings plc SGD 1,000,000,000 5.300 per cent. Fixed Rate Resettable Subordinated Notes due 2033.
  • Credemholding in the issuance of the first 10-year Credemholding Tier 2 social bond worth €200 million.
  • Rabobank on its issue of AUD 60 million 5.000%. Fixed Rate Dated Tier 2 Subordinated Notes 2022 due 27 April 2037, listed on the Luxembourg Stock Exchange.
  • Credit institutions in connection with Banco BPM's Callable Subordinated Tier 2 bond issue in the total amount of €400 million with a coupon of 3.375% and maturity in 2032.
  • Intesa Sanpaolo, as arranger and sole lead manager, in connection with Sace BT's issuance of a Tier 2 subordinated bond with a total amount of €14.5 million.


MREL securities experience

  • NatWest Group in relation to its EUR 1bn Fixed to Floating rate notes due 2028 and GBP 750 Fixed to Fixed Rate Reset notes due 2029.
  • CaixaBank, S.A. on the issue of EUR 1,000,000,000 Fixed Rate Ordinary Senior Notes due September 2029 under the EUR 30,000,000,000 Euro Medium Term Note Programme.
  • The Joint Lead Mangers on the issue by Banco Bilbao Vizcaya Argentaria, S.A. of EUR 1,250,000,000 3.375 per cent. Senior Preferred Notes due September 2027 under the EUR 40,000,000,000 Global Medium Term Note and Covered Bond Programme.
  • Barclays plc on its issue of U.S.$ 1,500,000,000 5.304 per cent. Fixed Rate Resetting Senior Callable Notes due 2026, U.S.$ 1,750,000,000 5.501 per cent. Fixed Rate Resetting Senior Callable Notes due 2028 and U.S.$ 1,000,000,000 5.746 per cent. Fixed Rate Resetting Senior Callable Notes due 2033.

EU Capital Markets Union: An overview of key developments in 2022

The creation of a single market for capital in the EU remains a work in progress, but some key advances have been made so far in 2022

Learn more
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