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Formal process to access the market and update the financial documentation

Access to the market (via the creation of a financial documentation) and the annual updating of this documentation within 45 days of the annual general shareholder’s meeting (or the meeting of the body acting in such a capacity) held to approve the financial statements for the previous financial year are now managed on the private NEU CP / NEU MTN web portal.

For the annual update, 2 steps :

  • Enter on the portal the date of the annual general meeting of shareholders of the current year (to approve the financial statements of the last financial year)
  • Update the description of the Issuer (or the Guarantor if any) and of the Programme (or even of each of the programmes) on the portal to be reviewed by the Banque de France.

The annual update of financial documentation and the exchange process with the Banque de France : " Updating financial documentation NEU CP / NEU MTN via the web portal "

Delegation of the drafting of the financial documentation to a Third Party Redactor :

If the issuer wishes to offer a translation of the financial documentation (in English or French), it can use the standard templates below and this version will then be uploaded on the portal as an appendix to the financial documentation.

Traditional Templates

ESG Templates

What documents must be submitted?

Financial documentation (“FD”) comprising:

  1. A presentation of the issuing 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;
  2. A presentation of the issuer’s legal and financial situation;
  3. A letter of guarantee and certification of its compliance for issuers for whom the issuing programme(s) is/are covered;
  4. 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, the management board and the supervisory board, as the case may be, and the reports of the statutory auditors, or of the persons acting as such, certifying the true and fair nature of the information provided in the accounts. These documents, submitted in electronic format, may initially be incorporated by reference or directly enclosed with the financial documentation;
  5. 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 financial documentation 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;
What accounting information must be submitted?

The consolidated accounting data or, in the absence thereof, 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 company.

Must the financial documentation be written in French?

No. The FD 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 financial documentation 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.

How long will the Banque de France take to verify that the FD complies with regulatory requirements?

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 to it the complete financial documentation, drawn up in accordance with the provisions set forth in Articles D. 213-9 to D. 213-12 of the French Monetary and Financial Code. A longer timeframe may be needed depending on the complexity of the FD (e.g. legal considerations,…).

What is the Banque de France’s role?
  1. The Banque de France shall ensure that the issuers of negotiable debt securities comply with formal issuance requirements laid down by legislation.
  2. It shall also ensure transparency of the negotiable debt security market by publishing the issuer’s information memorandum on its website along with statistics relating to the issued securities (notably daily, weekly and monthly publications) to provide an overview of the market.
Annual basis

The issuer must update its financial documentation within forty-five days of the general shareholders’ meeting (or the meeting of the body acting in such a capacity) held to approve the financial statements for the previous financial year. As an exception, as part of the first application of the reform relating to negotiable debt securities (2016), this deadline is extended to three months after the general shareholders’ meeting (held to approve the financial statements for the previous financial year) following the entry into force of said reform.

Occasional basis
  1. The issuer must notify the Banque de France and update its financial documentation immediately to reflect any changes with respect to the maximum programme size, the issuing and paying agent, the identity of the specialised agencies rating the issuing programme when such a rating is required, the issuing programme’s rating when it is explicitly mentioned in the financial documentation, the identity of the guarantor or the terms and conditions of the guarantee, and any publicly-disclosed new element that may have a material impact on the evaluation of the issued securities or on the success of the issuing programme.
  2. This update may take the form of an amendment (along with a certification complying with the provisions set forth in Article D. 213-9-4° of the Monetary and Financial Code) should there be any change in the identity of the specialised rating agency, in the rating, where this is explicitly mentioned in the financial documentation, in the maximum programme size or in the issuing and paying agent.

Updated on: 03/23/2022 17:05