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Plain language in capital markets

Innovating to deliver the first Eurobond programme base prospectus in plain language

Committed to enhancing clarity and transparency for all

As a Financial Market Infrastructure, we strive to innovate, to foster a more inclusive, efficient and transparent ecosystem.

We took on the challenge of simplifying the dense, hard-to-read and often perceived as unchangeable legalistic style of issuance prospectuses for complex instruments like Eurobonds.

In our latest initiative, we have transformed our traditional, legalistic base prospectus for our Euro Medium-Term Notes (EMTN) programme into plain language, making it:

  • easier-to-read, search and understand, helping potential investors make informed decisions
  • more direct, open and conversational
  • lighter with up to 20% fewer words, bringing efficiency gains for all parties and all future updates
  • aligned with Social and Governance values of ESG such as inclusion, accessibility as well as responsibility and transparency towards all stakeholders

Do these values and benefits speak to you as an issuer or issuer agent? 

Contact us to find out more

Our EMTN programme base prospectus in plain language: the first of its kind

Initially Euroclear Bank’s base prospectus for its €5 billion EMTN programme was not different from any traditional Eurobond (programme) prospectus.

For its 2023 update, with our partners, including law firm Slaughter & May, we transformed the base prospectus into plain language:

  • line by line, introducing plain language and basic design elements to benefit the key target reader, the potential investor, as well as agents and other industry partners in the chain of holding and servicing securities
  • cover to cover, including sections on legal and risk aspects and the Terms & Conditions

Our 2023 EMTN programme base prospectus is a lot easier to read and understand and still:

  • addresses all aspects and issuance options covered in the original, traditional style version
  • serves as the legally binding, golden source of information for all parties

Our 2023 base prospectus was granted approval by the Central Bank of Ireland on 13 October 2023, making it, to the best of our knowledge, the first Eurobond programme base prospectus in plain language.

Readers have confirmed that the prospectus is significantly more enjoyable to read and easier to understand, enabling them to ‘find what matters.’
It is now perceived more as a dialogue between the issuer and the investor.

See for yourself > before & after extracts from the Euroclear Bank EMTN prospectus

“Taking a plain English approach gives everyone a non-technological way to innovate. It raises the level of accessibility, transparency and efficiency along the investment chain. It also makes our financial markets safer, more efficient and connected."

Anouk Gauthier, Group Chief Culture Officer, former General Counsel, Euroclear

“With the prospectus in plain language being easy to read, scan through and understand, stakeholders of the debt capital markets can simply refer to the prospectus to identify and understand the different risks behind the product. They no longer need an expert to do the ‘translation’ of the traditional prospectus language.”

Hervé Foyan Djoudom - Head of Treasury, Euroclear Bank

Confirming earlier success with our CD programme

In 2022, with our partners including law firm Slaughter & May, we successfully transformed the information memorandum for Euroclear Bank’s €20 billion Certificate of Deposit (CD) programme into plain language.

With just 40 pages and without regulatory approval required, this first transformation allowed us to test:

  • our assumptions: converting complex, legalistic wording into plain language is possible and delivers value to potential investors and other stakeholders, as well as the issuer
  • potential limitations: to what extent would we be able to simplify wording for more critical, complex parts

The success of the transformation gave us comfort and insight as readers confirmed:

  • the document was lighter, easier to read and understand and more transparent
  • the experience of the less legalistic, more active, human style was a 'pleasant read' as the issuer spoke directly to you as a potential investor

Also, in redrafting and reviewing, we as an issuer experienced that:

  • increased proximity starts with the issuer: the reader-focus strengthens the connection with potential investors and the reflex to serve them better becomes natural – a mindset change
  • easier understanding lowers the need for explanation by an expert towards investors and potential re-work for intermediaries down the market chain – more efficiency gains
See here the extracts of our CD programme rewrite

How did Euroclear come to the use of plain language?

Euroclear has built experience in transforming complex client communication, including legal documentation, into plain language for over a decade.

See our 2013 newsletter on the transformation of our Operating Procedures


Adopting plain language in our issuance documentation was a logical step for us, convinced of:

  • its potential benefits for all stakeholders who read or process prospectus content – investors as well as agents and other intermediaries
  • the value of sponsoring such experiments as an Financial Market Infrastructure (FMI) to share insights with the market

Moving away from traditional legal templates and language presents its challenges. However, through a step-by-step progress and multiple iterations with our partners, we have been able to overcome those challenges and secured regulatory approval where needed.

Next step

We will go further in simplifying and demystifying issuance documentation, also for our CD and EMTN programme.

Also, adopting plain language can help lower barriers for new and smaller issuers seeking to access capital markets. This is in line with regulatory evolution, which sets out the goal of facilitating access to financial markets for companies, with a particular focus on Small and Medium-sized Enterprises (SMEs).

Interested in the plain language project and want to explore how you could implement it?

Get in touch with us