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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 does the acceptance procedure work?
  1. An unsigned electronic version of the draft FD along with the annual reports or other accounting documents must be sent by email to stcn.dpf@banque-france.fr
  2. The Banque de France will contact the issuer or its advisors during the review of the FD.
  3. The Banque de France will then arrange a presentation meeting at which the issuer will be asked to describe its activities and its financial structure and provide details regarding the negotiable debt security issuing programme(s).
  4. The issuer will then be asked to submit an unsigned electronic version (in .pdf format) and to send a paper version with original signatures to the following address:


BANQUE DE FRANCE
Direction générale de la stabilité financière et des opérations (DGSO)
Direction de la mise en œuvre de la politique monétaire (DMPM)
21-1134 Service des Titres de Créances Négociables (STCN)
39, rue Croix des Petits Champs
75049 PARIS CEDEX 01


5.  Once it has received these documents, the Banque de France will inform the issuer by letter that it complies with the issuing terms and can therefore start to issue negotiable debt securities. The Banque de France will make the final version of the financial documentation available on its website immediately after the first issue.

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 the conditions of issuance laid down by legislation.
  2. It shall also ensure transparency of the negotiable debt security market by publishing the issuer’s financial documentation 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.
What is the procedure?
  1. An unsigned electronic version of the draft FD must be sent by email to stcn.dpf@banque-france.fr
  2. The Banque de France will contact the issuer or its advisors during the review of the FD.
  3. Once the Banque de France has informed the issuer that it complies with the conditions of issuance, the issuer will be required to submit an unsigned electronic version (in .pdf format) and a paper version with original signatures in accordance with the same procedure as for a first-time issue (see I.d.4 above).
  4. The Banque de France will send an email to the issuer confirming that the financial documentation has been updated.
Information on transitional period - What are the consequences for the issuers whose financial documentation was already updated before the reform of June 2016? Is a new update mandatory?

The update of the financial documentation which was already updated before the publication of the revised texts is not mandatory to bring it in line with the new regulation. Indeed, the revised texts create a correspondence with the old texts on the basis of the different categories of notes. The next update of the financial documentation which was updated before June 2016 on the basis of the 2015 accounts will occur in accordance with cases defined by regulation.
Furthermore, the concerned issuers should benefit from an additional delay of 45 days (giving a total delay of 90 days) following the Annual General Meeting of shareholders (or the equivalent thereof) ruling on the 2015 accounts. Consequently, the issuers should have the time required to adapt to the new regulation of the market.
However, the issuers which transmitted to Banque de France, before the publication of the new legislation, a draft of the updated Information Memorandum and in the case where this draft was not revised by Banque de France, will be advised by an email of Banque de France of the possible changes of the financial documentation pursuant to the new legislation. Moreover, a new revised template is made available on the Banque de France website.

Arrangements for the transmission of the financial documentation
  • The paper version with an updated date of signature (original signatures required) should preferably be sent by registered post with reception notice (or any equivalent recorded delivery process)
  • The electronic final version (in the .pdf format) by email. Please be informed that, for IT security purposes on the Banque de France website, this final file must be unsigned. At the issuer’s convenience, the signatures should be replaced by either an official company stamp. The issuer should confirm by email that this version is strictly identical to the paper one.

 

  • Furthermore, the issuer should pay attention to make an active connection with all of the hyperlinks in the final version of the document
     
    • The appendices should be posted on Banque de France website only upon special request of the issuer transmitted by email (stcn.dpf@banque-france.fr).
    • The issuer should make publicly available this financial documentation and its updates (pursuant to the article D.213-13 of the French monetary and financial code)

Updated on: 04/04/2017 14:13