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Commercial Paper Offering Memorandum
"Need to draft a Commercial Paper Offering Memorandum for a FTSE 100 manufacturing company launching a £500 million programme in March 2025, with specific focus on ESG commitments and green financing elements."
1. Important Notice: Disclaimers and regulatory notices regarding the offering, including references to FSMA and other relevant legislation
2. Summary of the Programme: Key terms, features, and size of the commercial paper programme, including issuer details and principal terms
3. Risk Factors: Comprehensive discussion of risks associated with the investment, including market, credit, and regulatory risks
4. Description of the Issuer: Detailed company information, business operations, management structure, and financial position
5. Terms and Conditions: Detailed terms governing the commercial paper, including denomination, status, form, and payment provisions
1. Use of Proceeds: Details of how funds will be used - include if there is a specific purpose for the proceeds
2. Selling Restrictions: Jurisdiction-specific restrictions on sales and transfers - required if offering extends beyond UK
3. Tax Considerations: Overview of relevant tax implications - include if specific tax consequences need to be highlighted
4. Subscription and Sale: Details of distribution arrangements - include if there are specific dealer arrangements
5. Recent Developments: Material changes since last financial statements - include if significant events have occurred
1. Form of Note: Template of the actual commercial paper certificate including all required legal provisions
2. Financial Statements: Recent audited financial statements and interim financial information of the issuer
3. Dealer Agreement Terms: Standard terms and conditions governing relationships with programme dealers
4. Programme Calendar: Timeline of issuance dates, settlement dates, and maturity dates
5. Calculation Methods: Detailed explanation of interest and yield calculations if applicable
Authors
Business Day
Commercial Paper
Dealers
Dealing Agreement
Default
Definitive Notes
Denomination
Euro
Euro Note
Event of Default
Face Amount
Global Note
Holder
Information Memorandum
Issue Date
Issuer
London Banking Day
Maturity Date
Maximum Amount
Note
Offering
Paying Agent
Payment Business Day
Programme
Programme Agreement
Relevant Financial Centre
Sterling
Sterling Note
Subsidiary
TARGET2
TARGET2 Day
Tax
Terms and Conditions
Trading Day
US Dollar
US Dollar Note
Zero Coupon Note
Representations and Warranties
Terms of Issue
Form of Notes
Status of Notes
Negative Pledge
Interest and Discounts
Redemption and Purchase
Payments
Taxation
Events of Default
Transfer and Title
Replacement of Notes
Notices
Governing Law
Jurisdiction
Modification
Waiver
Force Majeure
Selling Restrictions
Programme Size
Settlement Procedures
Dealer Appointments
Rating Requirements
Information Undertakings
Financial Covenants
Use of Proceeds
Conditions Precedent
Indemnification
Confidentiality
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