™The Annex 15 obligation, in plain terms
Annex 15 to the Prospectus Regulation applies to wholesale non-equity securities, including most secured bonds. It requires disclosure of the terms and conditions of the securities, the rights of holders, the security and collateral structure, and any covenants, undertakings or events of default. The standard is not a tick-box list: the information must be sufficient for an investor to make an informed assessment of the assets, liabilities, financial position, profit and loss, prospects and rights attached to the securities.
Where covenants live in the prospectus
Covenants typically appear in the risk factors, the terms and conditions, and the description of the security documents. A negative pledge, a limitation on indebtedness, a collateral coverage test, or an issuer covenant to maintain insurance each has a direct effect on the security package. The prospectus must describe these accurately, but it does not, by itself, monitor whether the issuer continues to comply with them.
From disclosure to continuous governance
The supervisory expectation, reinforced by the refinancing wall and the widening fiduciary duties of bond agents, is that covenant compliance is monitored continuously and documented on request. The prospectus is the legal baseline. A governance platform is the operational layer that maps each disclosed covenant to a data feed, evaluates it against the indenture text, and preserves a timestamped record of every check.
Why extraction accuracy matters
If a covenant is extracted incorrectly during onboarding, every subsequent alert, waiver and board pack is wrong. A deterministic extraction pipeline, validated against the prospectus and the final terms, ensures that the covenant text, the trigger thresholds and the applicable exceptions are captured exactly as disclosed. The same source document is then used for audit, supervisory review and investor reporting.