4.5 Particular Remarks on Corporate Bonds 117guarantees and security; and terms of any intercreditor arrangements that affect such
debt.^145
Reporting, equivalent treatment. The Transparency Directive also applies to bonds
that have been admitted to trading on a regulated market.^146 Debt instruments that
do not fall within its scope include, for example, convertible bonds (even when
they are listed)^147 and money market instruments (which typically are not listed).^148
The Transparency Directive requires issuers to provide half-yearly financial re-
ports^149 and to ensure that all holders of securities ranking pari passu are given
equal treatment and that they have all the facilities and information to exercise
their rights (including voting through electronic means).
The duty to provide half-yearly financial reports does not apply to public sector
issuers;^150 there is also a €50,000 threshold per unit and optional exemptions for
certain privately-owned credit institutions.^151
The European High Yield Association and the Loan Marketing Association recommend
additional ongoing disclosure obligations.^152
UCITS. The UCITS Directive can be relevant for corporate issuers and debt mar-
kets to the extent that it sets out the type of derivatives and debt instruments that
investment funds can invest in, and their conditions.^153 In June 2007, UCITS assets
under management amounted to €6 trillion, and UCITS represent about 75% of
the EU investment fund market.^154
Authorisation, code of conduct. The MiFID applies to investment firms and
regulated markets^155 rather than issuers in general. It harmonises the conditions for
initial authorisation of investment firms,^156 pre-trade disclosure requirements,^157
and core conduct rules that investment firms must comply with when providing
(^145) EHYA and LMA Recommended Market Practices, Disclosure of Issuers of Non-
Investment Grade Debt Securities (16 June 2008).
(^146) Article 1(1) of Directive 2004/109/EC (Transparency Directive).
(^147) Article 2(1)(b) of Directive 2004/109/EC (Transparency Directive).
(^148) Article 2(1)(a) of Directive 2004/109/EC (Transparency Directive).
(^149) Article 5(1) of Directive 2004/109/EC (Transparency Directive).
(^150) Articles 8(1)(a) and 8(3) of Directive 2004/109/EC (Transparency Directive).
(^151) Article 8(2) of Directive 2004/109/EC (Transparency Directive).
(^152) EHYA and LMA Recommended Market Practices, Disclosure of Issuers of Non-
Investment Grade Debt Securities (16 June 2008).
(^153) See Article 19 of Directive 85/611/EEC (UCITS Directive, as amended) as well as Di-
rective 2007/16/EC. ECB, The euro bonds and derivatives markets (June 2007) p 64.
(^154) Proposal for a Directive of the European Parliament and of the Council on the coordina-
tion of laws, regulations and administrative provisions relating to undertakings for col-
lective investment in transferable securities (UCITS), Explanatory memorandum,
COM(2008) 458 final, 2008/0153 (COD).
(^155) Article 1(1) of Directive 2004/39/EC (MiFID).
(^156) Article 5(1) of Directive 2004/39/EC (MiFID).
(^157) Articles 29 and 44 of Directive 2004/39/EC (MiFID).