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Market Commentary
                                                 EM Trading Strategy




The Role of Regulation in Developing Bond Markets


                       Leon Myburgh
                 Sub-Saharan Africa Specialist

                     Tel. + 27 11 944 1844
                    leon.myburgh@citi.com



                       May 2009
Foundations for success


                              Liberalised
                               financial
                               system with
                               competition




   Sound fiscal              Effective tax,            Smooth and
    and monetary               legal and                  secure
    policies                   regulatory                 settlement
                               infrastructure             procedures




                    Credible and stable government




                                                                       2
Aspects of regulation and legislation




 Legal   structure
 Market    regulation
 Participants

 Tax   framework
 Capital   account
 Clearing   and settlement




                                                     3
Legal structure




 Government must have explicit authority to borrow
    - Ensures legally binding obligations even if there
      is a change in government
 Detail borrowing limits (ceilings/budget/etc)

 Clearly define internal process and delegation of debt
 management to DMO or other agency
 Record-keeping and reporting standards

 Public disclosure

 Distribution and access must be equitable

 DMO must have authority to create instruments

                                                           4
Regulatory framework – IOSCO framework




 Regulator
    - Clearly defined responsibilities, independent and
      accountable, adequate powers and resources,
      clear and consistent processes, and highest
      professional standards
 Self-regulation
    - SRO must be used appropriately and subject to
      regulatory oversight
 Enforcement
    - Regulator must have comprehensive inspection,
      investigation, surveillance, and enforcement
      powers and comprehensive regulatory system

                                                          5
Regulatory framework – IOSCO framework (cont.)




 Cooperation
    - Information sharing with foreign regulators
 Issuers
    - Adequate disclosures, international accounting and
      auditing standards, investor treated equitably
 Collective Investment Schemes
    - Standards for eligibility and regulation, disclosure
      requirements, protection of client assets
 Market intermediaries
    - Entry standards, capital and prudential requirements,
      internal organisation and operational conduct, and
      procedure for market failure
                                                              6
Regulatory framework – IOSCO framework (cont.)




 Secondary markets
    - Trading systems subject to oversight and
      authorisation, ongoing supervision of exchanges
      and systems, promote transparency, detect and
      deter market manipulation, and risk management
 Clearing and settlement
    - System should be fair, effective and efficient and
      subject to oversight




                                                           7
South African framework

                                 Minister of Finance


Security Services Act
Financial Advisory and                               Financial Markets Advisory Board
Intermediary Act
Financial Services
Ombud Schemes Act
Pension Fund Act                           Financial Services Board
Unit Trust Control Act
Insurance Act
                            Bond Exchange of SA        JSE    Pension/savings industry
Banks Act

                         Primary Dealers


                            Central Depository         STRATE
                                                                                         8
South African legislation




 Security Services Act – Covers all aspects of
 securities markets, including settlement, custodial and
 clearing services
 Financial Advisory and Intermediary Act – Regulates
 the giving of advice and intermediary services
 Financial Services Ombud Schemes Act – Used for
 client complaint resolution




                                                           9
South Africa exchange level regulations




 General and core rules
    - Defines general structure and provisions, code of
      conduct, listing requirements, trading-, clearing-,
      and settlement provisions, record keeping,
      dispute resolution, and disciplinary matters
 Market association level rules
    - Association specific provisions of the above




                                                            10
Transaction cost
•   No OTC market in Kenya, South Africa, Tanzania, and Zambia
•   Bonds trade OTC in Nigeria and Uganda
•   Only liquid markets are South Africa and Nigeria


           0.20%

           0.18%

           0.16%

           0.14%

           0.12%

           0.10%

           0.08%

           0.06%

           0.04%

           0.02%

           0.00%
                       Kenya             Nigeria        South Africa       Tanzania           Zambia

           Source: Local stock exchanges
           Note: Costs expressed are approximate and as % of notional for low volume transaction.
                                                                                                       11
Obstacles to liquidity




 Lack of experience/knowledge

 Fees to 3rd   parties who do not add value
 Lack of benchmark bonds

 Lack of repo market

 Limited number of domestic participants

 Restrictions on foreign participation




                                               12
EM Desk Strategy

GLOBAL:
    Tom Glaessner NY: MD and Head EM Trading Strategy (1-212-723-1410/ 646-
     379-6289 cell)
    Judy Jia NY: Analyst: Local Rates and Volatility (1-212-723-1222)
LATAM:
    Dirk Willer NY: Director: Local Market Strategy (1-212-723-1016)
    Jeff Williams NY: VP: Credit Derivatives and Credit Product Strategy (1-212-
     723-1470)
    Marcelo Portilho: Brazil: VP: Local Market Strategy Brazil (55-11-3576-1484)
CEEMEA:
    Wike Groenenberg: London:MD: Local Market Strategy (44-20-7986-3287)
    Leon Myburgh: SA: Director: Local Market Strategy Africa (27-11-944-1830)
    Coura Fall: Associate: Trading Desk Analyst (27-11-944-1830)
64
                                                                                    13
EM Desk Strategy

ASIA:
   Johanna Chua HK : Director: External Debt Strategy and Sovereign
    Analysis (852 2501-2357)
   Albert Leung HK: VP: Credit Derivatives and Local FX strategy (852 2501-
    2398)
   Shuguang Mao**/HK: VP : Structured Credit and External Debt (852 2501-
    2909)
   Open Position Singapore: Local Market Strategy
**/Half time EM and half structured credit




                                                                               14
Disclaimer
•Disclaimer Language for Pitch Materials
•                                                   (Global Banking, ECM, FICM, PFD, FI, Equities, Derivatives, AFG)
•[Last updated: 5/15/07]
•
•IRS Circular 230 Disclosure: Citigroup Inc. and its affiliates do not provide tax or legal advice. Any discussion of tax matters in these materials (i) is not intended or written to be used, and cannot be used or relied upon, by you
for the purpose of avoiding any tax penalties and (ii) may have been written in connection with the "promotion or marketing" of any transaction contemplated hereby ("Transaction"). Accordingly, you should seek advice based on
your particular circumstances from an independent tax advisor.
•Any terms set forth herein are intended for discussion purposes only and are subject to the final terms as set forth in separate definitive written agreements. This presentation is not a commitment to lend, syndicate a financing,
underwrite or purchase securities, or commit capital nor does it obligate us to enter into such a commitment, nor are we acting as a fiduciary to you. By accepting this presentation, subject to applicable law or regulation, you agree
to keep confidential the existence of and proposed terms for any Transaction.
•Prior to entering into any Transaction, you should determine, without reliance upon us or our affiliates, the economic risks and merits (and independently determine that you are able to assume these risks) as well as the legal, tax
and accounting characterizations and consequences of any such Transaction. In this regard, by accepting this presentation, you acknowledge that (a) we are not in the business of providing (and you are not relying on us for) legal,
tax or accounting advice, (b) there may be legal, tax or accounting risks associated with any Transaction, (c) you should receive (and rely on) separate and qualified legal, tax and accounting advice and (d) you should apprise
senior management in your organization as to such legal, tax and accounting advice (and any risks associated with any Transaction) and our disclaimer as to these matters. By acceptance of these materials, you and we hereby
agree that from the commencement of discussions with respect to any Transaction, and notwithstanding any other provision in this presentation, we hereby confirm that no participant in any Transaction shall be limited from
disclosing the U.S. tax treatment or U.S. tax structure of such Transaction.
•We are required to obtain, verify and record certain information that identifies each entity that enters into a formal business relationship with us. We will ask for your complete name, street address, and taxpayer ID number. We
may also request corporate formation documents, or other forms of identification, to verify information provided.
•Any prices or levels contained herein are preliminary and indicative only and do not represent bids or offers. These indications are provided solely for your information and consideration, are subject to change at any time without
notice and are not intended as a solicitation with respect to the purchase or sale of any instrument. The information contained in this presentation may include results of analyses from a quantitative model which represent
potential future events that may or may not be realized, and is not a complete analysis of every material fact representing any product. Any estimates included herein constitute our judgment as of the date hereof and are subject to
change without any notice. We and/or our affiliates may make a market in these instruments for our customers and for our own account. Accordingly, we may have a position in any such instrument at any time.
•
•Although this material may contain publicly available information about Citi corporate bond research, fixed income strategy or economic and market analysis, Citi policy (i) prohibits employees from offering, directly or indirectly, a
favorable or negative research opinion or offering to change an opinion as consideration or inducement for the receipt of business or for compensation; and (ii) prohibits analysts from being compensated for specific
recommendations or views contained in research reports. So as to reduce the potential for conflicts of interest, as well as to reduce any appearance of conflicts of interest, Citi has enacted policies and procedures designed to
limit communications between its investment banking and research personnel to specifically prescribed circumstances.
•[TRADEMARK SIGNOFF: add the appropriate signoff for the relevant legal vehicle]
•© 2009 Citigroup Global Markets Inc. Member SIPC. All rights reserved. Citi and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates and are used and registered throughout the world.
•© 2009 Citigroup Global Markets Limited. Authorized and regulated by the Financial Services Authority. All rights reserved. Citi and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates and are
used and registered throughout the world.
•© 2009 Citibank, N.A. All rights reserved. Citi and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates and are used and registered throughout the world.
•© 2009 Citigroup Inc. All rights reserved. Citi and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates and are used and registered throughout the world.
•© 2009 [Name of Legal Vehicle] [Name of regulatory body.] All rights reserved. Citi and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates and are used and registered throughout the world.
•
[In January 2007, Citi released a Climate Change Position Statement, the first US financial institution to do so. As a sustainability leader in the financial sector, Citi has taken concrete steps to address this important issue of climate
change by: (a) targeting $50 billion over 10 years to address global climate change: includes significant increases in investment and financing of alternative energy, clean technology, and other carbon-emission reduction activities;
(b) committing to reduce GHG emissions of all Citi owned and leased properties around the world by 10% by 2011; (c) purchasing more than 52,000 MWh of green (carbon neutral) power for our operations in 2006; (d) creating
Sustainable Development Investments (SDI) that makes private equity investments in renewable energy and clean technologies; (e) providing lending and investing services to clients for renewable energy development and
projects; (f) producing equity research related to climate issues that helps to inform investors on risks and opportunities associated with the issue; and (g) engaging with a broad range of stakeholders on the issue of climate
change to help advance understanding and solutions.
•Citi works with its clients in greenhouse gas intensive industries to evaluate emerging risks from climate change and, where appropriate, to mitigate those risks.]
•[efficiency, renewable energy & mitigation]




                                                                                                                                                                                                                                                 15

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The Role of Regulation in Developing Bond Markets

  • 1. Market Commentary EM Trading Strategy The Role of Regulation in Developing Bond Markets Leon Myburgh Sub-Saharan Africa Specialist Tel. + 27 11 944 1844 leon.myburgh@citi.com May 2009
  • 2. Foundations for success  Liberalised financial system with competition  Sound fiscal  Effective tax,  Smooth and and monetary legal and secure policies regulatory settlement infrastructure procedures  Credible and stable government 2
  • 3. Aspects of regulation and legislation  Legal structure  Market regulation  Participants  Tax framework  Capital account  Clearing and settlement 3
  • 4. Legal structure  Government must have explicit authority to borrow - Ensures legally binding obligations even if there is a change in government  Detail borrowing limits (ceilings/budget/etc)  Clearly define internal process and delegation of debt management to DMO or other agency  Record-keeping and reporting standards  Public disclosure  Distribution and access must be equitable  DMO must have authority to create instruments 4
  • 5. Regulatory framework – IOSCO framework  Regulator - Clearly defined responsibilities, independent and accountable, adequate powers and resources, clear and consistent processes, and highest professional standards  Self-regulation - SRO must be used appropriately and subject to regulatory oversight  Enforcement - Regulator must have comprehensive inspection, investigation, surveillance, and enforcement powers and comprehensive regulatory system 5
  • 6. Regulatory framework – IOSCO framework (cont.)  Cooperation - Information sharing with foreign regulators  Issuers - Adequate disclosures, international accounting and auditing standards, investor treated equitably  Collective Investment Schemes - Standards for eligibility and regulation, disclosure requirements, protection of client assets  Market intermediaries - Entry standards, capital and prudential requirements, internal organisation and operational conduct, and procedure for market failure 6
  • 7. Regulatory framework – IOSCO framework (cont.)  Secondary markets - Trading systems subject to oversight and authorisation, ongoing supervision of exchanges and systems, promote transparency, detect and deter market manipulation, and risk management  Clearing and settlement - System should be fair, effective and efficient and subject to oversight 7
  • 8. South African framework Minister of Finance Security Services Act Financial Advisory and Financial Markets Advisory Board Intermediary Act Financial Services Ombud Schemes Act Pension Fund Act Financial Services Board Unit Trust Control Act Insurance Act Bond Exchange of SA JSE Pension/savings industry Banks Act Primary Dealers Central Depository STRATE 8
  • 9. South African legislation  Security Services Act – Covers all aspects of securities markets, including settlement, custodial and clearing services  Financial Advisory and Intermediary Act – Regulates the giving of advice and intermediary services  Financial Services Ombud Schemes Act – Used for client complaint resolution 9
  • 10. South Africa exchange level regulations  General and core rules - Defines general structure and provisions, code of conduct, listing requirements, trading-, clearing-, and settlement provisions, record keeping, dispute resolution, and disciplinary matters  Market association level rules - Association specific provisions of the above 10
  • 11. Transaction cost • No OTC market in Kenya, South Africa, Tanzania, and Zambia • Bonds trade OTC in Nigeria and Uganda • Only liquid markets are South Africa and Nigeria 0.20% 0.18% 0.16% 0.14% 0.12% 0.10% 0.08% 0.06% 0.04% 0.02% 0.00% Kenya Nigeria South Africa Tanzania Zambia Source: Local stock exchanges Note: Costs expressed are approximate and as % of notional for low volume transaction. 11
  • 12. Obstacles to liquidity  Lack of experience/knowledge  Fees to 3rd parties who do not add value  Lack of benchmark bonds  Lack of repo market  Limited number of domestic participants  Restrictions on foreign participation 12
  • 13. EM Desk Strategy GLOBAL:  Tom Glaessner NY: MD and Head EM Trading Strategy (1-212-723-1410/ 646- 379-6289 cell)  Judy Jia NY: Analyst: Local Rates and Volatility (1-212-723-1222) LATAM:  Dirk Willer NY: Director: Local Market Strategy (1-212-723-1016)  Jeff Williams NY: VP: Credit Derivatives and Credit Product Strategy (1-212- 723-1470)  Marcelo Portilho: Brazil: VP: Local Market Strategy Brazil (55-11-3576-1484) CEEMEA:  Wike Groenenberg: London:MD: Local Market Strategy (44-20-7986-3287)  Leon Myburgh: SA: Director: Local Market Strategy Africa (27-11-944-1830)  Coura Fall: Associate: Trading Desk Analyst (27-11-944-1830) 64 13
  • 14. EM Desk Strategy ASIA:  Johanna Chua HK : Director: External Debt Strategy and Sovereign Analysis (852 2501-2357)  Albert Leung HK: VP: Credit Derivatives and Local FX strategy (852 2501- 2398)  Shuguang Mao**/HK: VP : Structured Credit and External Debt (852 2501- 2909)  Open Position Singapore: Local Market Strategy **/Half time EM and half structured credit 14
  • 15. Disclaimer •Disclaimer Language for Pitch Materials • (Global Banking, ECM, FICM, PFD, FI, Equities, Derivatives, AFG) •[Last updated: 5/15/07] • •IRS Circular 230 Disclosure: Citigroup Inc. and its affiliates do not provide tax or legal advice. Any discussion of tax matters in these materials (i) is not intended or written to be used, and cannot be used or relied upon, by you for the purpose of avoiding any tax penalties and (ii) may have been written in connection with the "promotion or marketing" of any transaction contemplated hereby ("Transaction"). Accordingly, you should seek advice based on your particular circumstances from an independent tax advisor. •Any terms set forth herein are intended for discussion purposes only and are subject to the final terms as set forth in separate definitive written agreements. This presentation is not a commitment to lend, syndicate a financing, underwrite or purchase securities, or commit capital nor does it obligate us to enter into such a commitment, nor are we acting as a fiduciary to you. By accepting this presentation, subject to applicable law or regulation, you agree to keep confidential the existence of and proposed terms for any Transaction. •Prior to entering into any Transaction, you should determine, without reliance upon us or our affiliates, the economic risks and merits (and independently determine that you are able to assume these risks) as well as the legal, tax and accounting characterizations and consequences of any such Transaction. In this regard, by accepting this presentation, you acknowledge that (a) we are not in the business of providing (and you are not relying on us for) legal, tax or accounting advice, (b) there may be legal, tax or accounting risks associated with any Transaction, (c) you should receive (and rely on) separate and qualified legal, tax and accounting advice and (d) you should apprise senior management in your organization as to such legal, tax and accounting advice (and any risks associated with any Transaction) and our disclaimer as to these matters. By acceptance of these materials, you and we hereby agree that from the commencement of discussions with respect to any Transaction, and notwithstanding any other provision in this presentation, we hereby confirm that no participant in any Transaction shall be limited from disclosing the U.S. tax treatment or U.S. tax structure of such Transaction. •We are required to obtain, verify and record certain information that identifies each entity that enters into a formal business relationship with us. We will ask for your complete name, street address, and taxpayer ID number. We may also request corporate formation documents, or other forms of identification, to verify information provided. •Any prices or levels contained herein are preliminary and indicative only and do not represent bids or offers. These indications are provided solely for your information and consideration, are subject to change at any time without notice and are not intended as a solicitation with respect to the purchase or sale of any instrument. The information contained in this presentation may include results of analyses from a quantitative model which represent potential future events that may or may not be realized, and is not a complete analysis of every material fact representing any product. Any estimates included herein constitute our judgment as of the date hereof and are subject to change without any notice. We and/or our affiliates may make a market in these instruments for our customers and for our own account. Accordingly, we may have a position in any such instrument at any time. • •Although this material may contain publicly available information about Citi corporate bond research, fixed income strategy or economic and market analysis, Citi policy (i) prohibits employees from offering, directly or indirectly, a favorable or negative research opinion or offering to change an opinion as consideration or inducement for the receipt of business or for compensation; and (ii) prohibits analysts from being compensated for specific recommendations or views contained in research reports. So as to reduce the potential for conflicts of interest, as well as to reduce any appearance of conflicts of interest, Citi has enacted policies and procedures designed to limit communications between its investment banking and research personnel to specifically prescribed circumstances. •[TRADEMARK SIGNOFF: add the appropriate signoff for the relevant legal vehicle] •© 2009 Citigroup Global Markets Inc. Member SIPC. All rights reserved. Citi and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates and are used and registered throughout the world. •© 2009 Citigroup Global Markets Limited. Authorized and regulated by the Financial Services Authority. All rights reserved. Citi and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates and are used and registered throughout the world. •© 2009 Citibank, N.A. All rights reserved. Citi and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates and are used and registered throughout the world. •© 2009 Citigroup Inc. All rights reserved. Citi and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates and are used and registered throughout the world. •© 2009 [Name of Legal Vehicle] [Name of regulatory body.] All rights reserved. Citi and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates and are used and registered throughout the world. • [In January 2007, Citi released a Climate Change Position Statement, the first US financial institution to do so. As a sustainability leader in the financial sector, Citi has taken concrete steps to address this important issue of climate change by: (a) targeting $50 billion over 10 years to address global climate change: includes significant increases in investment and financing of alternative energy, clean technology, and other carbon-emission reduction activities; (b) committing to reduce GHG emissions of all Citi owned and leased properties around the world by 10% by 2011; (c) purchasing more than 52,000 MWh of green (carbon neutral) power for our operations in 2006; (d) creating Sustainable Development Investments (SDI) that makes private equity investments in renewable energy and clean technologies; (e) providing lending and investing services to clients for renewable energy development and projects; (f) producing equity research related to climate issues that helps to inform investors on risks and opportunities associated with the issue; and (g) engaging with a broad range of stakeholders on the issue of climate change to help advance understanding and solutions. •Citi works with its clients in greenhouse gas intensive industries to evaluate emerging risks from climate change and, where appropriate, to mitigate those risks.] •[efficiency, renewable energy & mitigation] 15