Commercial Paper Offering Memorandum Template for England and Wales

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Key Requirements PROMPT example:

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."

Document background
Commercial Paper Offering Memoranda are essential documents in the UK short-term debt market, governed by English and Welsh law. They are used when companies seek to establish or update their commercial paper programmes for raising short-term funding. The memorandum provides comprehensive information about the issuer's business, financial condition, and the terms of the commercial paper being offered. It must comply with UK regulatory requirements and typically includes details about risk factors, use of proceeds, and selling restrictions. This document is crucial for both issuers and investors in making informed decisions about short-term debt instruments.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Industries

Financial Services and Markets Act 2000: Primary legislation governing financial services in the UK, covering financial promotions, regulated activities, prospectus requirements and relevant exemptions

Companies Act 2006: Core company law legislation specifying requirements for company disclosures and director responsibilities and liabilities

FCA Handbook: Regulatory framework including Prospectus Rules (PR) and Disclosure Guidance and Transparency Rules (DTR)

UK Prospectus Regulation: Post-Brexit retained law covering requirements for public offerings and exemptions for certain types of securities

Market Abuse Regulation (UK MAR): Regulations governing inside information and market manipulation provisions

PRIIPs Regulation: Regulations concerning Key Information Document requirements, particularly relevant if offering to retail investors

Money Laundering Regulations 2017: Anti-money laundering requirements that must be considered in financial offerings

Bank of England Regulations: Specific regulations regarding money market instruments and their issuance

London Stock Exchange Rules: Trading venue specific rules that apply if the commercial paper is to be listed on the London Stock Exchange

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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