IBOR Transition

Interbank Offered Rate ("IBOR") Transition

LIBOR Transition Background

Interbank Offered Rate ("IBOR") is widely used in financial instruments such as loans, bonds, derivative and structured products as a forward-looking interest rate reference. Amongst all current IBORs, London Interbank Offered Rate ("LIBOR") is the most commonly used interest rate.

Despite the wide application of LIBOR in financial contracts, the current mechanism of determining LIBOR has long been criticised as inadequate and inherently subject to subjectivity due to its heavy reliance on "expert judgement" during the submission of the quotes by the panel banks.

In July 2017, the UK Financial Conduct Authority ("FCA") and the Bank of England raised their concern regarding the sustainability of LIBOR and announced that FCA will no longer compel panel banks to provide submission for LIBOR and required banks across the globe to discontinue the use of LIBOR after 2021.

Global regulators released guidance, which advises banks with financial products and contracts referencing to LIBOR to replace LIBOR with more robust and reliably determined alternative reference rates ("ARRs"). As such, banks are now acting to phase out the use of LIBOR and use ARRs as replacements for the existing and new products and contracts with a maturity beyond announced cessation dates, to avoid any market disruption.

To facilitate the use of ARRs in financial instruments, the relevant authorities are designing and testing ARRs with different tenor periods, and further announcements are anticipated in due course as to the availability and readiness of these ARRs for industry use.

Key Industry Guideline and Timeframe

Regulatory authorities, industry bodies and trade associations across the globe have identified ARRs as replacement and working towards on the transition from LIBOR to ARRs when LIBOR ceases to exist. ARR working groups and regulatory authorities in different jurisdictions have set out their respective paced transition plans.

On 5th Mar 2021, the official dates of permanent cessation and loss of the LIBOR benchmarks ("Cessation Dates") were announced by the ICE Benchmark Administration (IBA).

The Hong Kong Monetary Authority (HKMA) has also updated the milestone that Hong Kong Authorized Institutions should cease to issue new LIBOR-linked products by end of 2021.

Key milestones are summarised in the table below (Table 1).

Table 1 - Paced transition plan in different jurisdictions
Jurisdiction Key milestones and anticipated completion date
Global On 5th March 2021, below cessation schedule of each LIBOR currency and their particular tenors were published by IBA:
31st December 2021 –1W, 2M USD LIBOR and other LIBOR currencies (GBP, EUR, CHF and JPY)
30th June 2023 - USD LIBOR for all tenors except 1W & 2M which end in Dec 2021
Hong Kong 31st December 2021 – Authorized institutions should stop issuing new LIBOR-linked products
US 31st December 2021 - U.S. supervisory guidance encourages banks to cease entering into new contracts that use U.S. dollar (USD) LIBOR as soon as practicable and in any event by 31st December 2021
UK 31st December 2021 - Overnight, 1W, 2M, and 12M sterling LIBOR will cease.
The 1M, 3M and 6M settings will no longer be representative and representativeness will not be restored
Japan 31st December 2021 - Spot Next, 1W, 2M, and 12M Japanese yen LIBOR will cease.
The 1M, 3M and 6M settings will no longer be representative and representativeness will not be restored


What Does It Mean for Shanghai Commercial Bank Clients

The LIBOR Transition will impact certain products and services that our clients entered with us and those that may be provided in the future. The extent of the impact depends on different factors, which include the particular LIBOR adopted in the products or services, evolving market and industry developments, changes to valuations, legal documentation and the terms and conditions of the products or services.

Shanghai Commercial Bank clients are likely to be impacted by the LIBOR Transition in the following 4 areas:
  • Contract documentation - existing documentation of contracts referencing to LIBOR will be amended with other reference rates so that the contract can stay valid when LIBOR discontinues;
  • Product offering - LIBOR discontinuance brings new products to the market which reference to ARRs;
  • Interest payment - Unlike LIBOR, ARRs are backward-looking rates instead of forward-looking rates which directly impacts the current interest calculation with new market conventions and repayment schedule. Hence, the cash flow pattern cannot be determined in advance; and
  • Valuation - change of interest rate directly impacts the pricing and value of the products. Potential gain and loss could arise from replacing LIBOR with ARRs.

Our Transition Plan and Preparation

When ARRs are accessible, similar to other financial institutions, Shanghai Commercial Bank will be required to adopt the relevant ARRs. In order to ensure a smooth transition away from LIBOR, we will refer to our existing facility agreement with clients and discuss whether it would need to be updated to include a fallback provision.

With this impending transition, Shanghai Commercial Bank has commenced the process to assess and address the associated risks, working closely with our regulators, market participants, and clients to achieve a smooth and orderly LIBOR Transition.

Clients are our priority and we will proactively provide our clients with updated information, including industry practices and the impact on their products that held with us. From Q2 2021, our respective branch manager or relationship manager shall start reaching out to our clients to discuss the necessary arrangements on LIBOR Transition and to answer any questions they may have.

While we will continue to closely monitor any further developments on the LIBOR Transition, implementing appropriate action plans and maintaining contact with our clients as the LIBOR Transition progresses, we would also encourage our clients to keep abreast on the latest developments and seek professional advice whenever necessary.

Shanghai Commercial Bank is committed to work closely with our clients on the transition, taking into consideration the concerns of our clients.


Handling of IBOR-based product offering to comply with regulatory and industry milestones

In line with regulatory guidance and industry working groups' recommendations published, Shanghai Commercial Bank Limited ("Bank"), including Hong Kong and Overseas Branches, are modifying its IBOR-based product offering for new or refinanced lending ("Lending") facilities, as well as new or renewed trade and export finance ("Trade") facilities.

Issuance of new contracts referencing USD LIBOR

Following regulators' guidance, the Bank will cease originating Lending and Trade facilities based on USD LIBOR as soon as practicable after 2021 (with certain exceptions, e.g. it is being used for risk management purposes or to facilitate LIBOR transition.).

Since 1 July 2021, the Bank has started to offer SOFR, that is, (i) simple in arrears for Lending facilities and Trade facilities (with interest payment at the end of interest term) and (ii) last reset terminology for Trade facilities (with upfront interest payment), where such SOFR rates are available.

Following the Alternative Reference Rates Committee (ARRC)'s recommended best practices supporting the use of SOFR Term Rates, the Bank is ready to offer Term SOFR for new or refinanced USD Lending facilities from 3rd January 2022.

Should adoption of a SOFR rate not be practicable or preferred, the Bank may still offer USD LIBOR based (for tenors other than 1-week and 2-month) Lending and Trade facilities until the end of 2021. Such committed or uncommitted USD LIBOR based contracts entered into on or before 31 December 2021 may still be allowed for drawdown after that date until their annual renewal date or maturity date, provided such annual maturity date should be on or before 30 June 2023, after which the USD LIBOR will be transitioned to SOFR or another alternative reference rate.

When USD LIBOR is used for contracts that mature after 30 June 2023, the Bank will include the fallback provisions in such contracts, so that the USD LIBOR would be switched to SOFR upon a specified trigger event ahead of 30 June 2023.

In addition, the Bank also offers Prime Rate and Fixed rate for USD Lending and Trade facilities.

The aforementioned dates are subject to ongoing review of regulatory guidance and market developments.

Issuance of new contracts referencing GBP LIBOR

Since 1 July 2021, the Bank has started offering contracts based on SONIA in arrears instead of GBP LIBOR for Lending facilities, depending on the product and jurisdiction, and subject to eligibility criteria. The Bank of England Base Rate (Base Rate) and fixed rates may also be available.

The Bank's contracts for Trade facilities are based on Overnight SONIA (with last reset mechanism), Base Rate and Bank's Standard Rate where available.

Issuance of new contracts referencing EUR LIBOR

Since 1 July 2021, the Bank has started offering Lending and Trade facilities based on Euro short-term rate (€STR) in arrears/ last reset rate, instead of Euro LIBOR (EUR LIBOR) depending on the product and jurisdiction, and subject to eligibility criteria.

Bank's Standard Rate and fixed rates may also be available when applicable.

Issuance of new contracts referencing CHF LIBOR

Since 1 July 2021, the Bank has started offering Lending and Trade facilities based on the Swiss Average Rate Overnight (SARON) in arrears/ last reset rate, instead of Swiss Franc LIBOR (CHF LIBOR), depending on the product and jurisdiction, and subject to eligibility criteria.

Bank's Standard Rate and fixed rates may also be available when applicable.

Issuance of new contracts referencing JPY LIBOR

The Bank has started offering Lending and Trade facilities based on the Tokyo Overnight Average rate (TONA) in arrears/ last reset rate, or the Tokyo Interbank Offered Rate (TIBOR) instead of Japanese Yen LIBOR (JPY LIBOR), depending on the product and jurisdiction, and subject to eligibility criteria.

Bank's Standard Rate and fixed rates may also be available when applicable.

Issuance of new contracts referencing SIBOR

The Bank has stopped new use of SIBOR from 1 October 2021 and has already started offering the Singapore Overnight Rate (SORA) in arrears/ last reset rate for Lending and Trade facilities.

Bank's Standard Rate and fixed rates may also be available when applicable.


Frequently Asked Questions

We understand that you may have further questions on the LIBOR transition and therefore we have prepared the below frequently asked questions to address your concerns.
1. What is IBOR / LIBOR?
IBOR refers to the different interest rate benchmarks derived from the rate at which major global banks lend to one another in the international interbank market for short-term loans in corresponding markets and currencies. Common examples of IBOR include the LIBOR, Euro Interbank Offered Rate ("EURIBOR"), and Hong Kong Interbank Offered Rate ("HIBOR").

LIBOR is refreshed and published in five currencies (including CHF, EUR, GBP, JPY and USD) on each London business day based on the average of the quotations received from the LIBOR panel banks across the globe. LIBOR can be an overnight rate or a forward-looking term rate which covers six interest periods, ranging from 1 week to 12 months.
2. What is LIBOR reform?
LIBOR has been the most widely used interest rate benchmark in the financial industry. However, it is observed that banks tend to shift away from LIBOR and no longer fund themselves in the benchmark market actively as they used to. This leads to declining transaction volume in the markets which support LIBOR quotations, creating growing concern about them no longer being representative.

In July 2017, the FCA announced that it will no longer compel panel banks to provide submission for LIBOR and required banks across the globe to discontinue the use of LIBOR after 2021, where no new LIBOR linked products should be offered beyond the time.

Therefore, central banks and industry participants started looking for an adequate replacement that more accurately reflects market transactions. Working groups over the world have reached a consensus is that risk free rates ("RFRs"), which are calculated based on actual transactions, would be used as ARRs for LIBOR. The use of ARRs is expected to create a more transparent, reliable and representative interest rate market.

As such, banks are now working toward the goal of phasing out LIBOR and adopt ARRs as a replacement for the existing and new products and contracts with a maturity beyond the Cessation Dates.
3. Are there alternatives to LIBOR?
In the five LIBOR currency areas (i.e. the US, Euro Area, Japan, the UK and Switzerland), relevant authorities and working groups have identified transaction-based overnight interest rates as ARRs for LIBOR. For more background information about relevant transition work being undertaken, please refer to the following websites (Table 2).

Table 2 - ARRs
IBOR ARRs Working Group
USD LIBOR Secured Overnight Financing Rate (SOFR) Alternative Reference Rates Committee
EUR LIBOR / EURIBOR Euro Short Term Rate (ESTR) Working Group on Euro Risk-Free Rates
JPY LIBOR / TIBOR Tokyo Overnight Average (TONA) Cross-Industry Committee on Japanese Yen Interest Rate Benchmarks
GBP LIBOR Sterling Overnight Index Average (SONIA) Working Group on Sterling Risk-Free Reference Rates
CHF LIBOR Swiss Average Rate Overnight (SARON) National Working Group on Swiss Franc Reference Rates (https://www.snb.ch/en/ifor/finmkt/fnmkt_benchm/id/finmkt_reformrates)
4. Will HIBOR be discontinued?
In Hong Kong, there is no plan to discontinue HIBOR as it is still seen as a credible financial benchmark by Hong Kong industry groups, such as the Treasury Markets Association ("TMA"). Nevertheless, an ARR has been identified for HIBOR following the international trend, which is the HKD Overnight Index Average ("HONIA").

Unlike HIBOR, HONIA is an overnight interbank interest rate based on actual transaction data and is substantively similar to other ARRs which have been identified for other currencies. Although HONIA is not commonly adopted in the market yet, it is refined to act as suitable replacement rate for HIBOR in the future.
5. How do ARRs differ from IBOR?
ARRs are overnight rates published by central banks daily and the rates vary in terms of being either secured or unsecured. Given that ARRs are overnight in nature and calculated based on historical transaction data, they are backward-looking rates instead of forward-looking rates like IBOR. This implies the future interest rates will not be able to be determined in advance.

Generally, they are regarded as the more transparent reference rates with real transaction data in active markets than IBOR since IBOR is only backed by limited underpinning transactions and is not supported by active underlying market.
6. How can these ARRs be used in financial transactions, given they are overnight rates without a term structure like LIBOR?
Interest payments based on overnight rates are generally calculated using the method of simple or compounded averaging. Certain overseas authorities are also exploring the possibility of deriving a term structure for these overnight rates.

However, a firm timetable for doing this has yet to be established. As such, you are advised to rely on calculation methods that have already been developed in the market and promptly consult us on the preparations required for the transition.
7. What does it mean by "fallback provision"?
When LIBOR ceases to exist, all existing contracts terms referencing LIBOR might turn invalid and subject to legal dispute if there's no mechanism incorporated into the contract to provide a solution to handle the cessation of LIBOR.

A mechanism, fallback provisions, can be developed and incorporated into contracts to provide flexibility to both banks and clients in choosing a replacement for LIBOR, including but not limited to cost of fund, fix rates and ARRs.

"Fallback provision" therefore refers to the legal provisions in a contract that apply if the underlying reference rate in the product (e.g. LIBOR) is permanently discontinued or ceases to be available. A fallback will generally consist of two components, trigger event and fallback rate.

Trigger event is an event that brings about the need to use the fallback, such as the LIBOR rate not being available. Fallback rate is the rate, or approach to determining the rate, which is to be used in place of the relevant LIBOR rate that is unavailable.

Industry groups around the globe have been providing template fallback language for new products and working with market participants in the development of legacy products amendment process.
8. Why should I be concerned?
LIBOR, especially the USD LIBOR, is the most widely used benchmark rate for a variety of financial contracts, including loans and derivatives. As most of the existing LIBOR contracts do not stipulate how contract terms would be managed when LIBOR become permanently unavailable, these contracts could be subject to disputes or litigation if the parties of the contract fail to agree on a replacement rate or other fallback arrangements in advance.
9. What might be the potential risks to our clients?
Under LIBOR transition, key concerns for our clients with existing contracts referencing LIBOR or entered in new contracts referencing LIBOR might include:
  • Contract remediation – financial contracts referencing LIBOR may require adjustments to incorporate fallback provisions;
  • Mismatch of interest rates – the transition requires the need to determine and agree on an ARR which behaves differently from LIBOR;
  • Change in calculation methodology – adoption of ARRs may result in different calculation methodology regarding product valuation, interest accrual, repayment schedule and patterns; and
  • Uncertainty on term financings – the conversion from LIBOR to ARRs might result in development of term ARRs, however, the Bank’s plan to adopt term ARRs is still under development.
You are advised to conduct your own independent assessment on the potential consequences of the above risks.
10. What steps should I take to prepare for the transition away from LIBOR?
First, you should take steps to identify and review all your existing contracts that use LIBOR as the reference rate (e.g. loans, derivatives, floating rate notes, etc.). If the contracts do not contain provisions on setting out how LIBOR will be replaced when it becomes unavailable, you should talk to us to incorporate ARRs as a fallback1.

Furthermore, you should avoid entering into new contracts with a maturity beyond Cessation Dates using LIBOR as reference rates. Instead, you should consider using the ARRs or alternative benchmarks set out above for new contracts.

1 Please refer to FAQ 7 for further details
11. Who can I contact if I have more questions?
For specific questions about your existing LIBOR contracts and how these should be handled, please contact your branch or relationship managers at the Shanghai Commercial Bank and seek independent advice from your lawyers or financial advisors as appropriate.

For more background information about the cessation of LIBOR and relevant transition work being undertaken, please also refer to the following websites:

Working groups Working associations