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Unpacking Debt Capital Markets Seminar Session 2

September 7, 2017 @ 7:30 am - 10:00 am


ACTSA Breakfast Seminars: Unpacking Debt Capital Markets

Corporate bonds have become a key financing tool for funding business needs and growth. The increasing importance of corporate bonds means that treasurers need to understand the structure, products and regulatory trends that affect debt capital markets.

Session 2 (PART 1) : Bond Transactions

In this session we will examine certain key aspects of bond transactions, covering items such as due diligence around the financial performance of the issuer; amending conditions through the Note holder consent process and market movements in the type of conditions contained in bonds and the various requirements and developments for Strate and the JSE affecting the bond markets.

Topics of discussion include:

Due Diligence

•Formal Meetings/Questionnaires

•Comfort Letters and Legal Opinions

•Disclosure and publicly available information

Noteholder Consent Process

•Convening of Meetings

•Voting thresholds/Restricted Matters

•JSE/Strate requirements

Movement in Bond Conditions

•Negative Pledge

•Change of Control

•Events of Default

•Restrictions on Disposals


Session 2 (PART 2): South Africa’s Financial Regulation: Where we now?

In this session we will look at two key pieces of legislation underway: The Twin Peaks model and Solvency Assessment & Management (SAM) that will have a significant impact on how the financial sector in South Africa will be regulated going forward.

Twin Peaks

Four years after the introduction of the Twin Peaks model, this session will look at the content and high level implications of the transition by the South African financial services regulatory framework into a “Twin Peaks” regime.

This session will also consider the split between the Prudential Regulatory Authority and the Market Conduct Authority, and explore how the regulatory landscape is likely to change going forward. We will specifically cover, at a high level, the proposed Retail Distribution Review (RDR) framework and the possible implications of the intended Conduct of Financial Institutions (CoFI) Act.


Under SAM we will consider the nuts and bolts of the SAM regime, which is the newly introduced capital adequacy and solvency framework applicable to South African insurers.

A sound introduction to the principles of the SAM framework will be covered and an overview of the three ‘pillars’ giving the framework its content:

Pillar 1: Capital adequacy
Pillar 2: Governance and risk management
Pillar 3: Reporting/disclosure


September 7, 2017
7:30 am - 10:00 am


Bowman Gilfillan
11 Alice Lane Sandton
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