Commercial paper and medium-term note market
An information memorandum (IM) which includes:
- A presentation of the issuance programme(s) containing the details required by order of the Minister of the Economy, indicating, where applicable, the rating assigned by an approved rating agency.
- A presentation of the issuer’s legal and financial situation.
- A letter of guarantee and certification of its compliance for issuers whose issuance programme(s) is (are) guaranteed.
- The documents pertaining to the previous two financial years distributed at meetings of the shareholders or of the body acting in such a capacity, notably the annual financial statements and, where applicable, the consolidated financial statements, the reports of the board of directors or of the management board and supervisory board, as applicable, and the reports of the statutory auditors, or of the persons acting in such a capacity, certifying the true and fair nature of the information provided in the accounts. These documents, submitted in digital format, should ideally be incorporated by reference but may also be directly inserted into the IM.
- A declaration by either an individual, stating their identity and their role within the company, or by a legal entity, indicating their company name and their place of incorporation, in which they accept responsibility for the IM and certify that, to the best of their knowledge, the information submitted by the issuer is accurate and precise, that no information has been omitted such that the significance of the information may be altered, and that the documentation does not contain any false or misleading statements.
The consolidated accounting data or, if this is not available, the statutory accounting data, drawn up in accordance with International Financial Reporting Standards, or with accounting standards deemed equivalent to IFRS by the European Commission, or with local generally accepted accounting principles in countries of the European Economic Area, or with generally accepted accounting principles in France.
Issuers incorporated outside the European Economic Area must submit accounting data that has been audited in accordance with a public oversight system that is deemed equivalent by the European Commission.
If the issuer is a company that is responsible for cash management within a group, the accounting data must be submitted for the group as a whole based on the consolidated financial statements of the consolidating entity.
No. The IM to be submitted to the Banque de France can be written in French or in a language other than French that is customary in the financial sphere, in cases where the securities can only be subscribed to or purchased for an amount equal to at least EUR 200,000 or the equivalent amount in another currency, and on the condition that the issuer inserts a notice in the IM advising the investor, where applicable, to consult a French translation of the documentation, under the conditions laid down by order of the Minister of the Economy.
Prior to its first issue, the issuer must inform the Banque de France of its intention to enter the market, no less than two weeks before the issue date, by submitting the complete IM, prepared in accordance with the provisions set forth in Articles D. 213-9 to D. 213-12 of the Monetary and Financial Code. A longer timeframe may be needed depending on the complexity of the issuance programme (e.g. legal considerations).
- The Banque de France ensures that issuers of commercial paper and medium-term notes (NEU CP and NEU MTN) comply with the formal conditions of issuance laid down by law.
- It also ensures transparency in the NEU CP-NEU MTN market by publishing issuers’ IMs on its website along with statistics relating to the issued securities (notably daily, weekly and monthly publications) to provide an overview of the market.