progress and issues in ambif discussion prof. shigehito inukai with matthias schmidt adb consultants...
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Progress and Issues in AMBIF Discussion
Prof. Shigehito Inukai
with Matthias SchmidtADB Consultants
13th ABMF Meeting, Tokyo, 25 July 20131
V.2_as at 12 July 2013Not Final (For ABMF-J)
Proposed Agenda① Support for Interim Report from AFMCGM
② Additional Information since Interim Report
③ Addressing Regulatory Concerns
④ Detailing AMBIF Components
⑤ Documentation - Creation of Voluntary ADRB
⑥ Update on Information Platform
⑦ Proposed Phase 3 Activities
⑧ Introduction of ADRB (Voluntary working group for making recommendations on AMBIF Documentation)
⑨ Questions & Answers (in Session 2)
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AMBIF Focus is shifting• Basic AMBIF Components agreed in principle• Necessary detailing in progress• Additional information as discussed• Focus on AMBIF Documentation as key
component for implementation based on possible demand expectations
• Focus on possible approaches to AMBIF implementation with regulatory authorities
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Phase 2 Interim Report – SF1
• Submitted to ABMI on 25 April 2013• Acknowledged by AFMCGM on 2 May
2013, support mentioned for ABMF’s present and future activities
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Proposed AMBIF Market(s) or Segment(s) for Consideration
Economy Type of Market Candidate MarketProfessional Market as
a result ofParticipation of
Market governed by
SROAccessible to Foreign Institutional Investors
PR China
Issuing & Secondary
Inter-Bank Bond Market (IBBM)
Access/ParticipationInstitutional Investors
PBOC NAFMII via QFII
(Issuing &
Secondary)(Qualified Foreign
Institutional Investor)(Regulation) (QFIIs, B/Ds) (CSRC) (SSE) (YES)
Hong Kong
Issuing HKEx Market PracticeProfessional
InvestorsSFC, HKEx HKEx YES
Issuing & Secondary
OTC Market PracticeProfessional
InvestorsSFC, HKMA - YES
Indonesia MTN Issuing (Private Placement) Market PracticeMarket
Participants- - YES
Japan Issuing Tokyo PRO-BOND Law (FIEA)Specified Investors
FSA, TSE TSE, JSDA YES
KoreaSME + SME
Foreign Issuers Issuances
QIB Market Decree to FSCMAQualified
Institiutional Buyers
KOFIA (FSS) KOFIA Not at the moment
IssuingPrivate PlacementFSCMA defines this
marketMarket Practice
Professional Investors
(KOFIA) (KOFIA) YES
Malaysia
Issuing & Secondary
Excluded Offers Law (CMSA)Sophisticated
InvestorsSC Malaysia - YES
Issuing
Exempt Regime (Listings only)
MembershipInstitutional Investors
Bursa Malaysia - YES
Philippines
Issuing & Secondary
Qualified Investor / Qualified Buyer
MarketParticipation
Qualified Investors /
Qualified BuyersSEC PDEx YES
Singapore
Issuing & Secondary
OTC Market PracticeInstitutional Investors
SGX - YES
Thailand
Issuing & Secondary
Private Placement under AI Regime /
OTCThai SEC Regulation
Accredited Investors (AI, includes II &
HNW))
SEC ThaiBMA YES
Viet Nam
Issuing & Secondary
(Private Placement) LawProfessional
InvestorsSSC (VBMA) YES
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Table: AMBIF Investor Types as currently evident in ASEAN+3 Economies and their Legislation; now including Cambodia
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Economy Investor TermAs stated
by
Investor Term in each Economy represents the following Types of Investors (expressed as Categories mentioned in Laws, Regulations or Market Practice)
Banks
Broker/
Dealers
Insurance Companies
Mutual
Funds
Provident Fund
s
Governmen
t Fund
s
Central
Banks
Closed-ended Funds
Corporates
Deposit
Protection
Agency
Derivatives
Businesses
Development Funds
Exchanges
Foreign
Institutional
Investors
Finance
Companies
Fund Manag
ers
High Net
Worth Individ
uals
Individuals as Fund
Managers
Supra Fin.
Institutions
Institutional
Investors
Other (to be specifi
ed)Private Funds
Statutory
Companies/Boards
Subsidiaries of Inv. Types
Trust Compa
nies Trustee
Cambodia Institutional Investors Anukret u u u
PR China
'IBBM Investors' PBOC u u u u u u u u u u u
Qualified Foreign Institutional Investor
CSRC u u u u u
Hong Kong
Professional Investor Law u u u u u u u u u u u u
'Offer to Prof. Investors' HKEx u u u u u u u u u u u u u
Indonesia {Professional Investor} IFSA u
Japan Specified Investors Law u u u u u u u u u u u u u u u u
Korea
Professional Investors Law u u u u u u u u u u u u u u u u u u
Qualified Institiutional Buyers Law u u u u u u u u u u u u u
Malaysia Sophisticated Investors Law u u u u u u u u u u u u u
Philippines Qualified Investor, Qualified Buyer Law, SEC u u u u u u u u u u u u u u u
Singapore Institutional Investors Law u u u u u u u u u u u u u u u u
Thailand Accredited Investors SEC u u u u u u u u u u u u u u u u u u u u u u
Viet Nam Professional Investors Law u u u u u u
Issuance Cost: Update
Context: Members’ request to quantify potential AMBIF benefits
Many thanks go to Deutsche Bank, HSBC! Obtained significant amount of information For both international and regional markets Some initial observations on next page
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Issuance Cost: Initial Observations• Typically: international > domestic markets • Since domestic market issuance not required
to tap typical international services• Further normalisation needed because:
• Markets’ practices, cost components differ• Cost assumptions are solid but may not be
directly comparable to AMBIF features
May need to differentiate between current and AMBIF issuance to determine suitable cost components
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Accounting/Reporting Standards• Considered a challenge in context of AMBIF,
based on market visit feedback• Thought to be addressed via IFRS (International
Financial Reporting Standards)
• However, research to date indicates that acceptance is slowing and direct applicability of IFRS may be limited
• Instead, markets and listing places appear willing to accept multiple standards
• Phase 2 Report to reflect this11
Information on Withholding Tax
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PWC has kindly offered to compile the data for ABMF!
Economy Type of BondsWithholding Tax on Interest from Fixed Income Securities
WHT RateConcession(s), if any Remarks
in %
PR ChinaGovernment Corporate
Hong KongGovernment Corporate
IndonesiaGovernment Corporate
JapanGovernment Corporate
KoreaGovernment Corporate
MalaysiaGovernment Corporate
PhilippinesGovernment Corporate
SingaporeGovernment Corporate
ThailandGovernment Corporate
Viet NamGovernment Corporate
Information on Withholding Tax
Envisaged withholding tax (WHT) information for members’ information and consideration:
• Headline (official) tax rates• Concessionary rates, as may exist• Details on concessions
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Regulatory Concerns/Feedback
• Regulatory mandate to be confirmed• Suitable regulatory process, taking into
consideration market-specific regulatory processes (many/none), multiple regulators
• Understanding of investor types for AMBIF• Practical issues on regulatory process• Approach to AMBIF Implementation• One possible Adoption of AMBIF
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Possible AMBIF Regulatory Processes
Using Typical Modalities of Standardizing Regulations
Degree of standardization Strong
Fea
sibi
lity
Diff
icul
t
Harmonization
Mutual Agreement
Acceptance of Equivalence
Mutual Recognition
Substituted Compliance
Target Area
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One possible Adoption of AMBIFAMBIF Component
Local Currency Issuance
Instruments
Investors
Issuers
Documentation
= AMBIF Market
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Available in given Market
Local Currency Issuance
Straight Bonds, Sukuk
Licensed Investors, FII
Acceptable Issuers
e.g. Market Practice
Prerequisites in place?
Potential Approach
Regulatory Guideline
~ AMBIF Market?!
✔
✔
✔
✔
✔
One possible Adoption of AMBIFFrom previous page
• Key: no (major) changes to existing legislation and/or regulations
• Where no specific regulations exist, licensing and market practice could be referenced
• Potential to bring all AMBIF Components together in a (single) guideline (to be) issued by the relevant authority (or domestic equivalent procedure)
• Related guideline may be issued by authority
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AMBIF Instruments in Local Currency
• No strong opinions recorded on proposed instruments or local currency issuance, but would like to confirm with members:
Straight bonds and Sukuk? Intention not to prevent issuance in foreign
currencies• Being other ASEAN+3 local currencies• Being e.g. USD or EUR
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AMBIF Investors: Clarification• Proposed AMBIF Investor type:
Investment Advisory Businesses
• Investor type meant to represent member economies varying definitions of professional• Asset managers• Fund managers• Investment advisors• Investment managers• Mutual Funds / Unit Trusts
Not intended to unify, but to be inclusive23
AMBIF Investors - FII
• Interim Report: no intended limitations or restrictions for Foreign Institutional Investors (FII), other than those in place
• FII may be seen as representing potentially significant demand for each domestic AMBIF bond issuance
• FII = investors from other ASEAN+3 markets as well
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AMBIF Issuers
• No objection or feedback on AMBIF Issuers so far, but further detailing desired• Who may be interested to issue?• What may be their considerations?
• Other relevant information
Intention to provide more detailed info by 14th ABMF
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Update on AMBIF Documents
• Creation of Voluntary “Asian Common Professional Bond Market Practices and Documentation Recommendation Board” (ADRB or AMBIF-PDRB) by market practitioners
• Types of docs at present• Basic objectives
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Expression of General Interest between Markets- Sample / To be checked with Market Sources
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Issuers’ Home Market
PR China Hong Kong
Indonesia Japan Korea Malaysia Philippines
Singapore
Thailand Viet Nam
Issuing Market
PR China ○ ○ ○Hong Kong ○ ○ ○Indonesia ○ ○Japan ○ ○Korea ○ ○ ○Malaysia ○ ○Philippines ○Singapore ○ ○Thailand ○ ○Viet Nam ○
Above matrix is just an image.
Comparison of individual IP vs. common IP
Individual IP Common IP
Individual cost
Total cost
Information manage-ment/
sharing
Investment activation
Implement-abilitySCA/Communication
AMBIF information platform will serve as common platform to foster standardization of market practices and facilitate intra-regional cross-border bond issuance and investments.
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Function of Common AMBIF Information Platform
:
:
:
• Common Infrastructure for AMBIF Market:
common infrastructure for ASEAN+3 members in AMBIF Market
• Information Sharing System for AMBIF Bond:
collect and distribute information of ASEAN+3 AMBIF Bond
• Supportive System for Substituted Compliance Approach:
facilitate communication and mutual understanding among ASEAN+3 regulators
• Management System for AMBIF Market:
manage all relevant information of regulatory process and qualification of market participants
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Next Step for Discussion• The Establishment of AMBIF Information Platform Board
working together with ADRB as may be required• Study process flow of bond issuance in countries with
existing IP (Malaysia, Indonesia, Thailand, Japan, Korea etc)
• Standardize process flow and issuance documents submitted to regulators to implement AMBIF
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Remainder of Phase 2
13th ABMFTOKYO Meeting
14th ABMF JEJU Meeting
Phase 2 Report Publication
25/26 July 6/7 Nov Dec 2013
Draft Phase 2 Report; AMBIF Conclusions
16-19 Oct
SIBOSDubai
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Participation by ADB Secretariat
Editing, formatting final Phase 2 Report
&Gathering
of Information for Phase 1 Updates
Phase 3 - Proposed Activities
• Phase 1 Market Guides Report Updates• AMBIF Implementation• Pilot Issue• BCLMV Knowledge Support
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Phase 3 – Market Guide Update
• Envisaged for Q1, 2014
• Members are kindly requested to review and provide updates, necessary revisions by end December 2013
• Use of SWIFT request form, process• Publication target: April 2014, since
second anniversary of original report + to be in time for next AFMCGM in May 2014
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Phase 3 – AMBIF Implementation
• Key: decision by regulatory bodies or delegated authorities on AMBIF Markets
• Compilation of agreed AMBIF Components, Substituted Compliance Approach and proposed processes, for use and reference in above decisions
• Roll out by/in individual markets• ABMF to create awareness in markets
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Phase 3 – Proposed Pilot Issue
• Key: AMBIF in place• Opportunity to work through existing and
future issues or challenges with pilot participants
• May induce fine tuning of AMBIF
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Phase 3 – BCLMV Knowledge Support
• Expected follow-up to Phase 2 support• Dependent on markets’ specific requests• Support creation/update of Cambodia and
other Economies’ market guides
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⑧ Introduction of ADRB (Voluntary working group for making recommendations on AMBIF Documentation)
By Mr. Suzuki of Barclays and Mr. Yanase of NO&T
Prof. Shigehito Inukai
Faculty of Law - Waseda University
1-6-1 Nishiwaseda, Shinjuku-ku
Tokyo 169-8050
Office +81 3 3202 2472
Mobile +81 80 3360 7551
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Matthias Schmidt
ADB Consultant
Office +61 3 95571314
Mobile +61 423 708910