The first question presented is how the issuer structured a ZEC-linked security for public offer and admission to trading in France and the Netherlands. The second is which EU rules, and which Swiss rules governing the instrument, constrain that structure. One of those rules, the EU prohibition on accounts using anonymity-enhancing coins, applies from 10 July 2027. The analysis relies on four published records of the issuer. Those records are the final terms dated 21 September 2026 and the EU base prospectus dated 20 February 2026, with its Supplement No. 3 dated 10 July 2026. The other two are the key information document (KID) produced on 17 September 2026 and the ZCASH product page. They are read against EU law in force on 24 September 2026. Swiss law is addressed as the issuer's approved documents describe it. Tax, US and UK law and French or Dutch national transposition measures are outside the scope of this analysis. The published record does not include the custody, pledge, collateral agent or authorised participant agreements. No Euronext admission notice for ZCASH was available for review. Conclusions that depend on those records are stated as conditional.
Summary
- ZCASH is a transferable security under Article 4(1)(44)(b) of Directive 2014/65/EU (MiFID II). The issuer creates it as a class of negotiable bonds in book-entry form. That status brings the offer and the admission within Regulation (EU) 2017/1129 (Prospectus Regulation). Article 2(4)(a) of Regulation (EU) 2023/1114 (MiCA) removes ZCASH from MiCA for the same reason.
- EU and Sweden: The Swedish Financial Supervisory Authority (Finansinspektionen) approved the base prospectus on 20 February 2026 under registration number 26-3758. It sent certificates of approval to the French and Dutch authorities. Under Articles 24(1) and 25(1) of the Prospectus Regulation, neither host authority could run its own approval of the prospectus or of the final terms. Article 48a(1) keeps the prospectus under the text in force on its approval date until it expires.
- EU: MiCA's express rule on crypto-assets with an inbuilt anonymisation function, Article 76(3), binds crypto-asset service providers that operate trading platforms for crypto-assets. Euronext Paris and Euronext Amsterdam trade financial instruments. The identification condition in Article 76(3) therefore did not apply to the ZCASH listing, although it still applies to any EU platform that admits ZEC itself.
- EU: From 10 July 2027, Article 79(1) of Regulation (EU) 2024/1624 (AMLR) bars crypto-asset service providers from keeping accounts that allow anonymisation or increased obfuscation of transactions. The bar extends to obfuscation through anonymity-enhancing coins. Article 2(1), point (25), includes coins with optional anonymising features, which likely covers ZEC on the issuer's own description. Investors' securities accounts in ZCASH fall outside the bar, because the AMLR definition of crypto-asset excludes financial instruments and ZCASH settles in book-entry form without any anonymisation feature.
- EU and Germany: The bar can reach BitGo Europe GmbH, the only EU custodian named in the final terms. It applies if that firm holds the ZEC collateral on or after 10 July 2027, and the record does not show which BitGo entity holds it. Whether Article 79(1) bars an account that holds ZEC only in transparent addresses is unresolved. No court or supervisory interpretation was located.
- Switzerland and EU: Investors hold a secured claim against a Swiss special purpose issuer and have no legal entitlement to ZEC. The Law Debenture Trust Corporation p.l.c. holds the pledge of the collateral as collateral agent. The governing law of that pledge is New York, English or German law, and it follows the custodian used. Under Condition 17 of the programme terms, an extraordinary event, a term that includes a change in regulations, reduces the redemption amount, as far as zero.
- France and the Netherlands: ZCASH is a packaged retail investment product under Article 4(1) of Regulation (EU) No 1286/2014 (PRIIPs Regulation). The issuer describes it as a derivative security, which likely places it outside the MiFID II execution-only list in Article 25(4)(a)(ii). Brokers selling it without advice must therefore assess appropriateness under Article 25(3). A French or Dutch language KID was not located.
Classification of ZCASH under MiFID II, the UCITS Directive and the PRIIPs Regulation
ZCASH is a transferable security and therefore a financial instrument under MiFID II. It sits outside the UCITS regime and is a packaged retail investment product, which requires a key information document whenever it is made available to retail investors.
Article 4(1)(44) of MiFID II defines transferable securities as classes of securities "negotiable on the capital market", other than instruments of payment. Point (b) lists "bonds or other forms of securitised debt". Point (c) adds securities giving rise to a cash settlement determined by reference to commodities or other indices or measures.
The KID describes ZCASH as "a non-interest bearing bond under Swiss law" that is fully secured by ZEC (KID, "What is this product?"). According to the base prospectus, the issuer creates the products in series and in uncertificated book-entry form registered with SIX SIS AG (Base Prospectus, Overview of the Programme, "Issuance of Series of Products" and "Settlement and Clearing"). The same section states that the products are "freely transferrable" in the secondary market ("Transaction Structure"). Those facts meet each element of point (b): a class of securities, negotiability and a debt form. The conclusion is deductive. It would fail only if a transfer restriction prevented negotiation on the capital market. The record contains US selling restrictions under Regulation S, which limit sales to US persons and leave trading on EU markets untouched. Point (c) supplies an alternative ground. The final terms compute the cash redemption amount from the prices at which the issuer sells ZEC (Final Terms, Part A, item (vii), "Redemption Amount").
Article 52(1)(a) of Directive 2009/65/EC (UCITS Directive) caps a UCITS at 5% of its assets in transferable securities issued by the same body. Within that cap, a fund cannot deliver full exposure to one crypto-asset through one issuer's securities. The issuer used a debt issue from a special purpose vehicle instead. Its base prospectus states that the products are not units of a collective investment scheme (Base Prospectus, cover page). The statement covers the UCITS Directive, the AIFM Directive and the Swiss Collective Investment Schemes Act. The same document lists recharacterisation as a collective investment scheme as a risk and rates it low (Base Prospectus, Risk Factors, item c.xxii). No court or supervisory decision recharacterising a debt-form, single-asset crypto product of this type was located in this review. The risk therefore remains open.
Article 4(1) of the PRIIPs Regulation defines a packaged retail investment product as an investment, including an instrument issued by a special purpose vehicle. The definition applies where "the amount repayable to the retail investor is subject to fluctuations" because of exposure to reference values or to the performance of assets "not directly purchased by the retail investor". A ZCASH holder buys the bond and never buys ZEC, yet the redemption amount moves with ZEC prices. ZCASH therefore meets each element of the definition. The issuer has produced a KID that treats it as a PRIIP. This conclusion follows deductively from the definition and the final terms.
Prospectus approval in Sweden and the passport into France and the Netherlands
The public offer and the Euronext admission rest on a Swedish-approved base prospectus notified to the French and Dutch authorities. On the published record, neither host authority approved the prospectus or the final terms. The Prospectus Regulation did not require either to do so.
Article 24(1) of the Prospectus Regulation governs the passport. A prospectus approved by the home Member State, with its supplements, is valid for a public offer or an admission to trading in any number of host Member States. The condition is that ESMA and each host authority are notified under Article 25. Host authorities "shall not undertake any approval or administrative procedures" relating to prospectuses and supplements approved in another Member State, or relating to final terms. Article 25(1) requires the home authority to send the host authority a certificate of approval at the issuer's request. Article 8(5) deals with final terms that sit outside the base prospectus. The issuer publishes them and files them with the home authority as soon as practicable, where possible before the offer or admission begins.
The Swedish Financial Supervisory Authority approved and registered the base prospectus on 20 February 2026 under registration number 26-3758 (Supplement No. 3, cover page). According to the ZCASH final terms, the Swedish authority gave a certificate of approval to the competent authorities of France, the Netherlands and 25 other EEA states (Final Terms, Part B, item (xii)). The final terms bear the date 21 September 2026 (Final Terms, cover page). That date falls one day before the issue date and the expected first trading date of 22 September 2026 (Part A, item (i); Part B, item (xi)). The document describes itself as final terms for the purposes of Article 8(5). These records satisfy the notification condition in Article 24(1) and the filing step in Article 8(5), subject to one gap. The Swedish filing receipt for the final terms and ESMA's register entry were not reviewed. The conclusion is deductive on the documented facts and conditional on that filing record.
The Swedish authority approved three supplements, which the issuer prepared under Article 23. They are dated 18 March, 1 July and 10 July 2026. Supplement No. 3 revoked the appointment of Coinbase Custody International, Ltd. It also added custody, pledge and wallet control agreements with BitGo Europe GmbH (Supplement No. 3, amendments 1 to 5). Article 48a(1) was added by Regulation (EU) 2024/2809. It provides that prospectuses approved until 4 June 2026 "shall continue to be governed until the end of their validity by the version of this Regulation in force on the day of their approval". The prospectus approved on 20 February 2026 therefore remains subject to the text in force on that date.
The base prospectus states that it remains valid for 12 months after approval (Base Prospectus, Overview of the Programme, "Warning regarding expiry and supplement(s)"). On that statement the validity period ends in February 2027 (derived: approval on 20 February 2026 plus 12 months). Under Article 8(11), an offer may continue after expiry only if a succeeding base prospectus is approved and published by the last day of validity. The final terms of the continuing offer must then carry a prominent warning on their first page. The ZCASH final terms let the offer period run until the later expiry of the current or a succeeding base prospectus (Final Terms, Part A, introductory paragraphs). That wording tracks Article 8(11), although the final terms do not yet contain the warning. If no successor is approved in time, public offers under the ZCASH final terms in the non-exempt jurisdictions stop. The record does not show whether a successor prospectus is in preparation.
An authority could question the filed final terms on one textual point. Their cover refers to an issue of up to 21.000.000.000 Products (as written) "for the purpose of the admission and introduction to trading on the regulated Market of Frankfurt Stock Exchange". Part A, item (vii), and Part B, item (xi), name Euronext Paris and Amsterdam instead. The most probable explanation is residue from a template used for another listing. That explanation is an abductive inference that the issuer has not confirmed. The base prospectus reserves the issuer's right to amend the conditions without investor consent to correct a manifest error (Base Prospectus, Risk Factors, item c.xxi). A corrected version would remove the inconsistency.
Admission to trading on Euronext Paris and Euronext Amsterdam
ZCASH meets the MiFID II condition that transferable securities admitted to a regulated market be freely negotiable. The published record does not confirm whether Euronext admitted ZCASH to its regulated markets or to a multilateral trading facility. The answer changes which rules govern the admission.
Article 51(1) of MiFID II requires each regulated market to have clear, transparent admission rules. Those rules must make admitted instruments capable of fair, orderly and efficient trading and, for transferable securities, "freely negotiable". Article 2(1) of Regulation (EU) No 596/2014 (MAR) sets the reach of the market abuse rules. Point (a) covers financial instruments admitted to a regulated market. Point (b) covers instruments traded on or admitted to a multilateral trading facility.
Part B, item (xi), of the final terms records an application for admission to "Euronext Paris and Amsterdam". Trading was expected to begin on 22 September 2026. The base prospectus states that the products are freely transferable in the secondary market. The final terms set a minimum trading lot of one product (Final Terms, Part A, item (vii)). Only authorised participants may subscribe for new products (Final Terms, Part B, item (xxi)). They redeem in kind unless the issuer permits cash settlement (Final Terms, Part A, item (vii)). The product page names Flow Traders and Virtu Financial Ireland Limited as market makers. On those facts ZCASH satisfies the negotiability limb of Article 51(1), a deductive conclusion from the documented transfer terms.
The KID names Euronext Amsterdam as the primary listing and describes secondary trading on "regulated markets, i.e. stock exchanges" (KID, "What is this product?"). A Euronext admission notice would confirm the segment, and none was reviewed. If Euronext admitted ZCASH to a multilateral trading facility, Article 51(1) would not govern the admission, while Article 2(1)(b) of MAR would still apply. MAR therefore applies on either view, because points (a) and (b) together cover both outcomes.
One point of the admission record remains unreconciled. The KID names Germany, with BaFin as competent authority, as the issuer's home Member State under the Transparency Directive (KID, "Product"). The prospectus home authority is Swedish. ESMA's Q&A 2037 addresses third-country issuers of shares or of debt securities with a denomination below EUR 1,000. For those issuers, it states that a new choice of home Member State under Article 2(1)(i)(iii) of the Transparency Directive also applies under Article 2(m)(iii) of the Prospectus Regulation. ESMA Q&As bind no court or authority, although national authorities use them to promote consistent supervisory practice. The published record does not show whether the issuer relied on Article 2(m)(iii) or on another limb of Article 2(m) when it chose Sweden. The consistency of the German and Swedish designations is therefore unverified.
Position of ZCASH and ZEC under MiCA
MiCA does not apply to ZCASH, and its privacy rule for crypto-asset trading platforms did not govern the Euronext listing. MiCA does govern EU service providers that hold or trade the underlying ZEC.
Article 2(4)(a) of MiCA provides that the regulation "does not apply to crypto-assets that qualify as" financial instruments. Article 3(1)(5) defines a crypto-asset as a digital representation of value or of a right. That representation must be transferable and storable electronically using distributed ledger or similar technology. Article 76(3) governs trading platforms for crypto-assets. Their operating rules must "prevent the admission to trading of crypto-assets that have an inbuilt anonymisation function". The exception applies where the platform operator can identify the holders and their transaction history. Article 3(1)(18) defines the operation of such a platform as the management of multilateral systems that bring together third-party purchasing and selling interests in crypto-assets.
ZCASH exists as book-entry intermediated securities under Swiss law, registered with SIX SIS AG (Base Prospectus, Overview of the Programme, "Settlement and Clearing"). The record shows no distributed ledger representation of ZCASH. Even if one existed, Article 2(4)(a) would exclude ZCASH as a financial instrument. The conclusion rests on two independent grounds and is deductive on each. Euronext Paris and Euronext Amsterdam operate multilateral systems for financial instruments, and neither venue brings together interests in crypto-assets within the meaning of Article 3(1)(18). Article 76(3) therefore did not apply to the ZCASH admission.
A supervisor or market participant could argue that a listed security fully backed by ZEC admits ZEC to trading indirectly. On that argument, the ZCASH listing would circumvent Article 76(3). MiCA contains no look-through rule for financial instruments that reference crypto-assets. Article 2(4)(a) excludes them as a category, and the obligations in Article 76(3) attach to crypto-asset trading platforms. That textual reading defeats the circumvention argument unless the EU legislature, the Commission or ESMA adopts a contrary position. None was located in this review.
ZEC is a crypto-asset under Article 3(1)(5). MiCA does not define "inbuilt anonymisation function". The ZCASH product page states that Zcash lets users transact privately through shielded transactions that conceal sender, recipient and amount. The same page states that users may reveal transaction information to auditors or regulators. On that description, shielded transactions are likely an inbuilt anonymisation function. The optional character of the feature and the availability of disclosure leave room for a contrary view. On that reading, an EU platform may admit ZEC only if it can identify holders and their transaction history. That condition affects where authorised participants and the issuer buy ZEC. The base prospectus states that the issuer depends on supply from "reputable and verifiable exchanges and/or OTC platforms" (Base Prospectus, Risk Factors, item a.iv). The record does not identify those sources.
Custody of ZEC for the issuer by an EU firm is a crypto-asset service under Article 3(1)(16)(a) and (17). Article 3(1)(15) reserves the status of crypto-asset service provider to firms allowed to provide those services under Article 59. A copy of ESMA's interim MiCA register lists BitGo Europe GmbH as a crypto-asset service provider authorised by BaFin on 9 May 2025. That copy is a third-party reproduction dated 30 July 2026; ESMA's own register was not consulted. The other four custodians named in the final terms (Final Terms, Part A, item (vii)) appear from their names to be US or UK entities. That attribution matches the programme's statement that its custodians are located in the United States, Germany, the United Kingdom or Switzerland (Supplement No. 3, amendment 6).
Anti-money-laundering limits on ZEC custody from 10 July 2027
The AMLR does not prohibit ZCASH or its listing. From 10 July 2027 it can prohibit an EU crypto-asset service provider from keeping the account that holds the ZCASH collateral. Whether it does so depends on an unresolved reading of Article 79(1).
Article 79(1) of the AMLR binds credit institutions, financial institutions and crypto-asset service providers. It prohibits them from keeping anonymous crypto-asset accounts. It also prohibits "any account otherwise allowing for ... the anonymisation or increased obfuscation of transactions, including through anonymity-enhancing coins". Article 2(1), point (25), defines anonymity-enhancing coins as crypto-assets with built-in features designed to make transfer information anonymous, "either systematically or optionally". Article 2(1), point (7), adopts the MiCA definition of crypto-asset. It excludes the categories listed in Article 2(4) of MiCA, which include financial instruments. Article 90 makes the regulation applicable from 10 July 2027.
ZCASH is a financial instrument, so it is not a crypto-asset for AMLR purposes and cannot be an anonymity-enhancing coin. Investors' securities accounts holding ZCASH are therefore not crypto-asset accounts. Article 79(1) also bars any other account that allows anonymisation or increased obfuscation of transactions, and brokers are credit or financial institutions under Article 2(1), points (5) and (6). That limb is not engaged, because ZCASH transfers settle in book-entry form through SIX SIS AG (Base Prospectus, Overview of the Programme, "Settlement and Clearing") and the product has no anonymisation feature. Article 79(1) therefore does not reach brokers that hold ZCASH for clients. This conclusion is deductive from point (7) for the crypto-asset limbs and rests on the documented book-entry settlement for the general limb.
ZEC is a crypto-asset. On the issuer's own description, its shielded transactions are an optional built-in feature that conceals transfer information. ZEC therefore likely meets the definition in point (25). The inference is defeasible. A custodian could argue that shielding conceals on-chain data while the custodian still knows its client's identity and instructions. That argument would narrow the definition. The words "either systematically or optionally" weigh against that narrowing.
The final terms allow the issuer to hold ZCASH collateral with any of five custodians (Final Terms, Part A, item (vii)). Only one of them, BitGo Europe GmbH, is established in the EU. The product page names "BitGo" as custodian without identifying the entity. On 6 May 2026 the issuer entered into a custody agreement with BitGo Europe GmbH, together with a German-law pledge and a German-law wallet control agreement (Supplement No. 3, amendments 3 and 5). If BitGo Europe GmbH holds ZEC for ZCASH on or after 10 July 2027, Article 79(1) is engaged. The other custodians fall outside the AMLR unless they act through an EU branch, which the record does not show.
Two admissible readings of Article 79(1) remain. On a coin-based reading, any account that holds an anonymity-enhancing coin allows obfuscation, because the feature travels with the coin. On a functional reading, the prohibition applies only where the account itself allows anonymisation or increased obfuscation. A custodian that holds ZEC in transparent addresses and refuses shielded transfers could then keep the account. The words "allowing for" support the functional reading. Support for the coin-based reading comes from the phrase "including through anonymity-enhancing coins". The German language version refers to obscuring transactions "in hohem Maß" (to a high degree; unofficial translation). That wording also supports the functional reading, although EU acts are construed across all language versions. No court decision, AMLA instrument or Commission guidance resolving the point was located in this review. The question is therefore unresolved. The outcome turns on the address type and transfer policy that the custodian applies, and the record does not disclose them.
The final terms let the issuer move the collateral to a custodian outside the EU. Investors bear the residual risk under Condition 17 of the programme terms. That condition treats a change in regulations affecting the underlying as an extraordinary event (Base Prospectus, Risk Factors, item c.xii). After such an event, the issuer gives notice and the redemption amount is reduced to reflect the event, as far as zero. A forced transfer or sale of collateral caused by Article 79(1) could fall within Condition 17. The same prohibition affects in-kind redemptions. An investor who asks for ZEC must receive it into an account (Base Prospectus, Overview of the Programme, "Redemption"). If an EU crypto-asset service provider keeps that account, the same question under Article 79(1) arises.
Collateral, custody and investor recourse
A ZCASH holder has a contractual claim against a Swiss special purpose issuer, secured by pledged ZEC, and no proprietary entitlement to ZEC. The published record does not fix which law governs the security over the ZCASH collateral, because it does not identify the custodian.
The products are obligations of 21Shares AG alone and are governed by Swiss law (Base Prospectus, Overview of the Programme, "Obligations of the Issuer"). Zurich courts are the agreed forum ("Governing Law of Products"). The base prospectus states that there is "no legal entitlement" to the underlying crypto-assets (Base Prospectus, Economic Overview of the Products). The issuer pledges its rights in the collateral and against each custodian to The Law Debenture Trust Corporation p.l.c. as collateral agent for investors (Supplement No. 3, amendment 5). Supplement No. 3 lists each pledge with its governing law and date (amendment 3). When the pledges are matched by date to the account control agreements in amendment 5, New York law governs the pledges linked to Coinbase Custody Trust Company, Anchorage Digital Bank and BitGo Bank and Trust. English law governs the security agreement linked to Zodia Custody. German law governs the BitGo Europe pledge dated 6 May 2026.
An Event of Default occurs if the issuer fails to pay an amount due and the failure continues for 10 Swiss business days. Holders of at least 25% of a series may then accelerate. An Insolvency Event is defined by reference to a bankruptcy declaration under article 736 no. 3 of the Swiss Code of Obligations and the Swiss Debt Enforcement and Bankruptcy Act. On an Insolvency Event, all products become immediately redeemable. The collateral agent enforces on the written instruction of holders of 25% after an Event of Default, or of any investor after an Insolvency Event (Base Prospectus, Overview of the Programme, "Events of Default and Insolvency Event" and "Enforcement"). It need not act until indemnified, secured or pre-funded to its satisfaction (Base Prospectus, Economic Overview of the Products, "Events of Default, Insolvency Event and Enforcement").
The base prospectus states that no party, including the custodians, is liable for loss of the underlying assets (Base Prospectus, Risk Factors, item a.v). The same risk factor places liability for theft solely on investors. Investors are not parties to the transaction documents, which the issuer may amend without their consent (Risk Factors, item c.xxi). Investors' claims are not limited to the value of the collateral (Risk Factors, item c.xvii). Item c.xvii adds that an insolvency of the issuer produces a loss if the collateral is insufficient, and that investors receive no surplus.
The enforceability of a New York-law, English-law or German-law pledge over ZEC in a Swiss bankruptcy of the issuer is a conflict-of-laws question that the published documents leave open. Neither the collateral agent agreement nor the pledges nor any legal opinion on their enforceability appears in the published record. Recourse to the collateral is therefore stated here as conditional on those documents and on the custodian's identity, which determines the governing law.
Retail distribution in France and the Netherlands
Distributors may sell ZCASH to retail clients in France and the Netherlands on two conditions. A KID that complies with the PRIIPs Regulation must be available in an accepted language. For sales without advice, distributors must assess appropriateness. The current English KID contains an inconsistency with the final terms that the issuer should correct.
Article 5(1) of the PRIIPs Regulation requires the manufacturer to draw up and publish a KID before a PRIIP is made available to retail investors. Article 6(1) requires the KID to be accurate, fair, clear and not misleading. It also requires the KID to be "consistent with any binding contractual documents". Article 7(1) requires the KID in an official language used where the product is distributed, or in another language that the competent authority accepts. Under Article 7(2), promotion through marketing documents in an official language of a Member State requires a KID in that language.
21Shares AG produced an English KID on 17 September 2026. The KID assigns ZCASH a summary risk indicator of 7 out of 7 (KID, "Summary Risk Indicator"). It also tells the reader that the product "is not simple and may be difficult to understand" (KID, opening statement). A French or Dutch version was not located. Whether the AMF or the AFM accepts an English KID was not verified. Compliance with Article 7 in France and the Netherlands is therefore conditional on those facts. The issuer's website links to a French-language version of the ZCASH product page, which was not reviewed. If that page promotes ZCASH, Article 7(2) requires a French KID.
The KID states that the investor may request a redemption from the issuer "for cash on the anniversary of the issuance program" (KID, "How long should I hold it and can I take my money out early?"). The final terms fix the Investor Put Date as 23 September in each year, with the first on 23 September 2026 (Final Terms, Part A, item (vii)). "Issuance program" may refer to the programme established on 13 November 2018 (Base Prospectus, Overview of the Programme, "The Programme"). It may also refer to the first issue of ZCASH on 22 September 2026. On either reading, the anniversary differs from the Investor Put Date. The base prospectus also provides that an investor put settles in kind, unless the investor elects cash or is legally barred from receiving ZEC (Overview of the Programme, "Redemption"). The final terms state that cash settlement is applicable other than for redemptions by authorised participants (Final Terms, Part A, item (vii)). How that item interacts with the in-kind default depends on Conditions 5.4 and 5.5 of the General Terms and Conditions, which were not reviewed. The KID therefore departs from the contractual terms on the date. Its statement that an investor may request a cash redemption matches the investor's right to elect cash, so an inconsistency on the form of settlement is not established. Article 6(1) requires the KID to be consistent with those terms, so the KID needs correction on the date.
An investor put requires written notice of not less than 30 and not more than 60 days (Base Prospectus, Overview of the Programme, "Redemption"). The first usable Investor Put Date is therefore 23 September 2027. The calculation is derived: a notice given 30 days before 23 September 2026 would have preceded the issue date of 22 September 2026.
Article 25(4)(a)(ii) of MiFID II allows execution-only services without an appropriateness assessment for bonds or other securitised debt admitted to trading. Excluded from that exemption are debt instruments "that embed a derivative or incorporate a structure which makes it difficult for the client to understand the risk involved". The base prospectus describes the programme as covering non-equity derivative securities (Base Prospectus, cover page). The KID carries the comprehension alert quoted above. ZCASH therefore likely falls within the exclusion. Brokers must then ask for information on the client's knowledge and experience and assess appropriateness under Article 25(3). Where the product is not appropriate, the broker must warn the client. The final terms set a target market that includes retail clients through non-advised sales and pure execution services (Final Terms, MiFID II product governance legend). Those channels remain "subject to the distributor's suitability and appropriateness obligations under MiFID II". The inference on complexity is defeasible. ESMA's guidelines on complex debt instruments interpret the exclusion; they were not reviewed and could change the classification.
Reference pricing under the amended Benchmarks Regulation
The ZCASH reference rate raises no bar to the listing on the present record. Whether Regulation (EU) 2016/1011 (Benchmarks Regulation) still applies to that rate after 1 January 2026 depends on facts that were not verified.
The final terms name the Kaiko ZEC Reference Rate LDN (KK_RFR_ZECUSD_LDNLF) as the index (Final Terms, Part A, item (vii)). The cash redemption amount uses the prices at which the issuer sells ZEC. According to the base prospectus, the AMF authorised Kaiko Indices SAS as a benchmark administrator under the Benchmarks Regulation (Base Prospectus, Overview of the Programme, "Index Administrator"). Regulation (EU) 2025/914 amended the Benchmarks Regulation with effect from 1 January 2026 (Article 2). Under Article 2(1a) of the Benchmarks Regulation, as inserted by that regulation, Titles II to VI, other than Articles 23a to 23c, apply only to critical benchmarks, significant benchmarks, EU Climate Transition Benchmarks and EU Paris-aligned Benchmarks. Article 2(1c) extends Article 19 to certain commodity benchmarks based on contributed input data.
If the Kaiko ZEC rate is a non-significant benchmark and its administrator has not opted in under Article 24(7), the amended regulation imposes no use condition on ZCASH. Article 29(1), as amended, restricts new references only to significant benchmarks that are the object of a public notice under Article 24a(6) and to critical, Annex II commodity, EU Climate Transition and EU Paris-aligned benchmarks whose administrator is not in the ESMA register. Under Article 51(4c), administrators included in that register on 31 December 2025 retain their status until 30 September 2026, as the base prospectus also reports (Base Prospectus, Risk Factors, item c.xiv). The classification of the Kaiko ZEC rate was not verified, so this conclusion is conditional.
