EN 
 
 
OPINION OF THE EUROPEAN CENTRAL BANK 
of 20 April 2004 
at the request of the French Ministry of Economic Affairs, Finance and Industry 
on a draft decree concerning negotiable debt securities 
(CON/2004/15) 
 
1. On 15 March 2004 the European Central Bank (ECB) received a request from the French Ministry 
of Economic Affairs, Finance and Industry for an opinion on a draft decree concerning negotiable debt securities (hereinafter the ‘draft decree’).  
2. The ECB’s competence to deliver an opinion is b ased on the third, fourth and sixth indents of 
Article 2(1) of Council Decision 98/415/EC of 29  June 1998 on the consultation of the European 
Central Bank by national authorities re garding draft legislative provisions
1, as the draft decree 
concerns a national central bank, statistics and rul es applicable to financial institutions insofar as 
they materially influence the stability of financia l institutions and markets.  In accordance with the 
first sentence of Article 17.5 of the Rules of Procedure of the European Central Bank, the 
Governing Council has adopted this opinion. 
3. Article 36 of the French Law No 2003-706 of 1 August 2003 on financial security2 (hereinafter the 
‘Law’) amended Articles L. 213-3 and L. 213-4 of the Monetary a nd Financial Code (hereinafter 
the ‘Code’) which concern the regime applicable  to the issue of negotiable debt securities ( titres de 
créances négotiables , TCN). The draft decree implements these two articles of the Code and 
amends Decree No 92-137 of 13 February  1992 on negotiable debt instruments3 (hereinafter the 
‘Decree’). In its opinion of December 2002 on a draft version of the Law4, the ECB welcomed the 
French authorities’ aim of modernising and simplif ying some of the rules applicable to the TCN 
market. For instance, the obligation imposed on TC N corporate issuers to prove that they had 
existed for two years was repealed while the ap plicable language regime for issuers when 
submitting the financial documentati on was relaxed. Furthermore, the Law extended the capacity to 
issue TCN to, inter alia,  local authorities, States, certain types of associations and securitisation 
funds.  
                                                      
1  OJ L 189, 3.7.1998, p. 42. 
2  Official Journal of the French Republic , No 177, 2 August 2003. 
3  Official Journal of the French Republic , No 32, 14 February 1992. 
4  CON/2002/32, 18 December 2002. 
2 4. The draft decree is intended to further clarify the conditions of application of Articles L. 213-3 and 
L. 213-4 of the Code as well as the responsibilities of the Banque de France concerning the TCN 
market. TCN must have a value per unit of at least EUR 150 0005. Under the terms of Article 4(c) 
of the ‘COB’ Regulation Noº98-08 regarding pu blic offerings of financial instruments6, there is no 
obligation to produce a simplified prospectus for public offerings of financial instruments when 
their value is at least 150 000 EUR. However, acco rding to the proposed amendment to Article 8 of 
the Decree, TCN issuers must submit financial documentation to the Banque de France (which 
contains, inter alia , an information memorandum). The ECB also notes that non-supervised entities 
(i.e. entities which are not credit institutions, in vestment firms or insurance companies) the 
securities of which are not admitted to trading on a regulated market must provide a rating of their issue programme or be guaranteed by a guarantor benefiting from such a rating (proposed amendment to Article 6 of the Decree). These arrangements do not give rise to any specific 
remarks from the ECB. 
5. As regards the language regime, th e financial documentation may be submitted in English provided 
that it is accompanied by a summary in French for which the issuer is responsible when the TCN 
are privately placed with qualified investors, or wh en they may only be subscribed to or acquired 
for at least the equivalent of EUR 50 000 (propo sed amendment to Article 12 of the Decree). The 
requirement of submitting the relevant financia l information according to French accounting 
standards has been abolished by the draft d ecree. The ECB also notes that the information 
memoranda (including any summary) will be made  available on the Banque de France's website 
(proposed amendment to Article 14 of the Decr ee). The ECB welcomes these provisions. The ECB 
also understands that these provisions aim to en large the investor base and increase the 
transparency of the TCN market. In addition,  these amendments correspond to some of the 
recommendations contained in the final report of  the Euribor-ACI Short-Term European Paper 
Task Force
7 aimed at encouraging the convergence of the heterogeneous market standards and 
practices that currently prevail in the seg mented European short-term markets.  
6. The proposed amendment to Article 8 of the Decree provides that the Banque de France may 
request additional information from a TCN issuer wh ere a particular situation so justifies. The 
proposed amendment to Article 16 of the Decree fu rther provides that TCN issuers shall provide 
the Banque de France with statistical inform ation concerning their securities under conditions 
determined by a ministerial order. The Minister ial Order of 31 December 1998 indicates in this 
respect that TCN issuers shall provide the Banque de France with information on the characteristics 
of each issue as well as on the daily outstanding valu e of the securities issued. The ECB is of the  
 
                                                      
5  See the Ministerial Order of 31 December 1998 laying down the conditions which must be fulfilled by issuers of 
negotiable debt securities, Official Journal of the French Republic , No 2, 3 January 1999. 
6  Official Journal of the French Republic , No 51, 2 March 1999. 
7  The ACI-Financial Markets Association released the final report of the Euribor-ACI Short-Term European Paper Task 
Force on 10 March 2004. This report is available at www.aciforex.com. 
3 view that the allocation of ISIN8 codes to securities issued  and references to MFI9 codes if 
securities are issued by credit institutions constitute  useful information for statistical purposes. It 
should be added that Article 15 of the Decree provides that TCN may be issued in a foreign currency and that the Banque de France may howe ver decide to temporarily suspend issue of 
securities denominated in a given foreign currenc y for ‘monetary regulation reasons’. The ECB 
notes that this reference to ‘mone tary regulation reasons’ dates back to 1992, i.e. a time when the 
Eurosystem did not exist and competencies concerning monetary matters had not yet been transferred to the ECB. However, since such a re ference may now, after the establishment of the 
Eurosystem and the introduction of the euro, ra ise questions as to its meaning, the ECB would 
recommend replacing the expression ‘ for monetary regulation reasons ’ with ‘ if the circumstances 
so justify ’.  
7. The ECB confirms that it has no objection to the competent national authorities making this 
opinion publicly available at their discretion. This opinion will be published on the ECB’s website 
six months after the date of its adoption. 
  Done at Frankfurt am Main on 20 April 2004.  
   
The President of the ECB 
Jean-Claude TRICHET 
                                                     
 
8  International securities identification number. 
9  Monetary financial institution.