Notice concerning information memoranda published by the Banque de France
In accordance with Article D213-13 of the French Monetary and Financial Code, the Banque de France shall publish on its website the information memoranda (IMs) submitted by issuers of commercial paper and medium-term notes (NEU CP and NEU MTN), together with updates of said IMs and, where applicable, the summary referred to in Article 9 of the Order of 30 May 2016.
Only the IMs of active issuers shall be published on the website, i.e. issuers who have carried out a first issue and have since updated their IM annually.
Issuers shall submit all IMs, updates and summaries to the Banque de France in accordance with the pre-issuance reporting requirements laid down in Articles L213-4 and D. 213-9 to D213-13 of the Monetary and Financial Code and set out in the Order of 30 May 2016. The documents are the sole responsibility of the issuers and not of the Banque de France. In particular, the reference document, annual report or document compiled by the issuer is the sole responsibility of the issuer. The Banque de France shall not be held liable for any errors, omissions or late filings by reporting issuers.
The publication of this information on the Banque de France’s website in accordance with Article D213-13 of the Monetary and Financial Code does not exempt NEU CP and NEU MTN market participants from carrying out the due diligence required or that they deem necessary.
In particular, under the missions entrusted to it under Article D213-13 of the Monetary and Financial Code, the Banque de France does not assess issuer risk, and it is the responsibility of investors to conduct this assessment according to their own investment criteria.
Formal procedure for accessing the market and updating an information memorandum (IM)
Access to the market (via the creation of an IM) and annual updates to IMs are now managed via the private NEU CP and NEU MTN web portal
Annual update of an IM
Issuers must update their IM within 45 days of the annual 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.
Updates are performed in two stages:
- Log on to the portal and enter the date of the annual general shareholders’ meeting for the current year (held to approve last year’s financial statements).
- Update the description of the issuer and of the programme (or of each programme) on the portal. The information will then be reviewed by the Banque de France.
Issuers must notify the Banque de France and update their IM immediately to reflect any changes with respect to the maximum threshold, the identity of the specialised agencies rating the issuance programme when such a rating is required, the issuance programme’s rating when it is explicitly mentioned in the IM, 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 valuation of the issued securities or on the success of the issuance programme.
This update may take the form of an amendment (along with a certificate complying with the provisions set forth in Article D. 213-9-4 of the French 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 IM, in the maximum threshold or in the issuing and paying agent.
Delegation of the drafting of an IM to a third party
The issuer may delegate the drafting or update of its IM to a third party.
Issuers who wish to submit a translation of their IM (in English or French) can use the standard templates below. The translation will be uploaded onto the portal as an appendix to the IM.
Information memorandum template for NEU CP and NEU MTN issues with ESG features
As part of the development of ESG (environmental, social, governance) finance, the Paris financial centre (a dedicated working group set up by ACI France AFTB, the Association of French Treasurers and the French Financial Management Association, with the participation of the Banque de France) has drawn up an information memorandum (IM) template to be submitted for NEU CP and NEU MTN issues with ESG features.
The aim is to establish a framework of best practices for IMs on NEU CP ESG and NEU MTN ESG. Under no circumstances is the intention to create an ESG label, as this would require a set of specifications and a management body for labelling.
The Banque de France has set up a web portal for new NEU CP and NEU MTN issuers and their arrangers and advisers, where they can create and update the IM(s) for their issuance programme(s). The portal is designed to be more user-friendly and makes it easier to communicate with the Banque de France.
New issuers
- VIVALTO SANTE INVESTISSEMENT (4 January 2024)
- LVMH MOET HENNESSY LOUIS VUITTON (31 October 2023)
- M FINANCE (MONNOYEUR) (10 October 2023)
- COVIVIO HOTELS (29 September 2023)
- VERALLIA (29 September 2023)
- ORANO (7 September 2023)
- CHARGEURS (17 July 2023)
- ELIOR GROUP (13 July 2023)
- SYNDICAT MIXTE DES TRANSPORTS EN COMMUN (11 May 2023)
- 1001 VIES HABITAT (9 March 2023)
- AXPO INTERNATIONAL S.A. (5 January 2023)
- CMA CGM (22 December 2022)
- Union de Banques Arabes et Françaises - UBAF (7 December 2022)
- OPEL BANK (28 November 2022)
- SAUR (21 October 2022)
The full list of issuers is available here.
Data protection information
FAQ for new issuers
Consult the FAQAn 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.
Contact us
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