At a time when most capital markets experts are preoccupied with the immediate struggle to keep their heads above water, European Commercial Paper Association (ECPA) has taken the plunge and decided to link its future to the regulated securities markets. Last week ECPA, which represents Euro-CP dealers, voted to join Isma (International Securities Market Association), the regulatory body for the Eurobond market. If Isma accepts the proposal, a regulated and transparent Euro-CP market will result. The majority of Euro-CP dealers will report their trades to the association and operate under its trading framework. According to Deutsche Bank's John Ford, secretary of ECPA, this would boost the market. He says: "It's not an easy time for capital markets generally at the moment. So going forward, we need the lobbying clout of Isma and to be part of that machine. We want to be able to facilitate ECP sales where we can." The main aim of the proposal is to open the Euro-CP market to the money fund managers which are restricted in the amount they can invest in products deemed unregulated, as outlined in Undertakings for Collective Investment in Transferable Securities (UCITS). Louise Mason, manager, CP origination at Barclays Capital, explains that the move is designed to promote areas of potential growth. She says: "Our research shows there is already $600 billion-worth of money funds around Europe. For those fund managers to market themselves throughout the EU they must have UCITS status. This EU directive amounts to a European passport to do business but means they have to invest the bulk of their funds in regulated or listed instruments." It is the French CP market, with an estimated $50 billion in outstandings, that is the primary target for ECPA. The interpretation of UCITS by Commission des Operations de Bourse (COB) means Euro-CP is unregulated, and is therefore subject to a 10% investment limit by French mutual funds. Conor Gallagher, vice-president at JP Morgan, explains: "This clearly creates a competitive disadvantage for these investors. They are consequently prevented from diversifying their asset portfolios in the same way that their counterparts in other European countries are already doing in preparation for Emu." The border flattening which Emu will bring is obviously the driving force behind the initiative. Gallagher continues: "We want to get domestic investors into the international market by providing a liquid and transparent market that is run by professionals. An important part of that is having an independent database which is run by an independent regulator." If the Euro-CP product is regulated it will, in theory, be no different to domestic CP, post-Emu. However, Mason, at Barclays Capital, highlights the opportunities which could be created with a regulated product. She says: "The major Euro-CP dealers have established a diverse worldwide investor base, but the Euro-CP market may well turn out like Euro-MTNs, supporting more players who have only been active in domestic markets with specialist investor bases in their home countries." Further comparisons with the Euro-MTN market may also beg the question of whether this kind of regulatory framework could be introduced for Euro-MTNs via the International Primary Market Association (IPMA). For Euro-CP borrowers too, a programme which is seen as a regulated product in a liquid and transparent market will give them the flexible issuance capability they need in order to tap the wider investor base. Gallagher, at JP Morgan says: "On the liability side, borrowers who have traditionally relied on their domestic markets for funding, generally on a name recognition basis, are now obtaining ratings and establishing Euro-CP and/or Euro-MTN programmes. They are concerned about the potential lack of liquidity in an environment where investors will be diversifying asset portfolios quite dramatically." The decision to bring ECPA under Isma's umbrella has not yet been finalised, and much of its success depends on how regulation is defined by the relevant bodies. Generally, participants hope that after two years of work on the project, the initiative can be signed, sealed and delivered by the end of the year, in time for the Emu kick-off. However, this is by no means certain. Tim Dickenson, head of corporate communications at Isma, says: "Clearly, this proposal has the potential to open doors for growth in the Euro-CP market. Whilst discussions between ourselves and ECPA are still progressing, we are optimistic that we can make further progress in a short space of time." He adds that there are still some issues which need to be looked at, saying: "Work needs to be done within Isma at a senior level to enable us to bring the project to fruition and accommodate these instruments within our regulatory framework." Ford at Deutsche acknowledges that even if Euro-CP is regulated by Isma, this may not be enough to change the minds of groups like COB. He says: "We can't say for definite that we can change this but we do want to reduce the restrictions involved with buying Euro-CP. It should make it a more liberal and transparent market that is also deeper and more liquid. This is a very good thing for the market."
August 11, 2000