LegalizeCommission Delegated Regulation (EU) 2019/980 of 14 March 2019 supplementing Regulation (EU) 2017/1129 of the European Parliament and of the Council as regards the format, content, scrutiny and approval of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Commission Regulation (EC) No 809/2004 (Text with EEA relevance)
| SECTION 1 | PERSONS RESPONSIBLE, THIRD PARTY INFORMATION, EXPERTS’ REPORTS AND COMPETENT AUTHORITY APPROVAL |
|---|---|
| Item 1.1 | Identify all persons responsible for the information or any parts of it, given in the registration document with, in the latter case, an indication of such parts. In the case of natural persons, including members of the issuer’s administrative, management or supervisory bodies, indicate the name and function of the person; in the case of legal persons indicate the name and registered office. |
| Item 1.2 | A declaration by those responsible for the registration document that to the best of their knowledge, the information contained in the registration document is in accordance with the facts and that the registration document makes no omission likely to affect its import. Where applicable, a declaration by those responsible for certain parts of the registration document that, to the best of their knowledge, the information contained in those parts of the registration document for which they are responsible is in accordance with the facts and that those parts of the registration document make no omission likely to affect their import. |
| Item 1.3 | Where a statement or report attributed to a person as an expert is included in the registration document, provide the following details for that person: (a) name; (b) business address; (c) qualifications; (d) material interest if any in the issuer. If the statement or report has been produced at the issuer’s request, state that such statement or report has been included in the registration document with the consent of the person who has authorised the contents of that part of the registration document for the purpose of the prospectus.. |
| Item 1.4 | Where information has been sourced from a third party, provide a confirmation that this information has been accurately reproduced and that as far as the issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading In addition, the issuer shall identify the source(s) of the information. |
| Item 1.5 | A statement that: (a) the [registration document/prospectus] has been approved by the [name of competent authority], as competent authority under Regulation (EU) 2017/1129; (b) the [name of competent authority] only approves this [registration document/prospectus] as meeting the standards of completeness, comprehensibility and consistency imposed by Regulation (EU) 2017/1129; (c) such approval should not be considered as an endorsement of the issuer that is the subject of this [registration document/prospectus]. |
| SECTION 2 | STATUTORY AUDITORS |
| Item 2.1 | Names and addresses of the issuer’s auditors for the period covered by the historical financial information (together with any membership in a professional body). |
| SECTION 3 | RISK FACTORS |
| Item 3.1 | A description of the material risks that are specific to the issuer in a limited number of categories, in a section headed ‘Risk Factors’. In each category the most material risks, in the assessment of the issuer, offeror or person asking for admission to trading on a regulated market, taking into account the negative impact on the issuer and the probability of their occurrence, shall be set out first. The risk factors shall be corroborated by the content of the registration document. |
| SECTION 4 | INFORMATION ABOUT THE ISSUER |
| Item 4.1 | A statement whether the issuer has been established as a special purpose vehicle or entity for the purpose of issuing asset backed securities. |
| Item 4.2 | The legal and commercial name of the issuer and the legal entity identifier (‘LEI’). |
| Item 4.3 | The place of registration of the issuer and its registration number. |
| Item 4.4 | The date of incorporation and the length of life of the issuer, except where the period is indefinite. |
| Item 4.5 | The domicile and legal form of the issuer, the legislation under which the issuer operates, its country of incorporation, the address and telephone number of its registered office (or principal place of business if different from its registered office) and website of the issuer, if any, or website of a third party or guarantor, with a disclaimer that the information on the website does not form part of the prospectus unless that information is incorporated by reference into the prospectus. |
| Item 4.6 | Description of the amount of the issuer’s authorised and issued capital and the amount of any capital agreed to be issued, the number and classes of the securities of which it is composed. |
| SECTION 5 | BUSINESS OVERVIEW |
| Item 5.1 | A brief description of the issuer’s principal activities. |
| SECTION 6 | ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES |
| Item 6.1 | Names, business addresses and functions within the issuer of the following persons, and an indication of the principal activities performed by them outside of that issuer where these are significant with respect to that issuer: (a) members of the administrative, management or supervisory bodies; (b) partners with unlimited liability, in the case of a limited partnership with a share capital. |
| SECTION 7 | MAJOR SHAREHOLDERS |
| Item 7.1 | To the extent known to the issuer, state whether the issuer is directly or indirectly owned or controlled and by whom, and describe the nature of such control and describe the measures in place to ensure that such control is not abused. |
| SECTION 8 | FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION, AND PROFITS AND LOSSES |
| Item 8.1 | Where, since the date of incorporation or establishment, an issuer has not commenced operations and no financial statements have been drawn up as at the date of the registration document, a statement to that effect shall be provided in the registration document. |
| Item 8.2 | Historical Financial Information Where, since the date of incorporation or establishment, an issuer has commenced operations and financial statements have been drawn up, the registration document must contain audited historical financial information covering the latest two financial years (at least 24 months or such shorter period as the issuer has been in operation) and the audit report in respect of each year. |
| Item 8.2.1 | Change of accounting reference date If the issuer has changed its accounting reference date during the period for which historical financial information is required, the historical financial information shall cover at least 24 months, or the entire period for which the issuer has been in operation, whichever is the shorter. |
| Item 8.2.2 | Accounting standards The financial information must be prepared according to International Financial Reporting Standards as endorsed in the Union based on Regulation (EC) No 1606/2002. If Regulation (EC) No 1606/2002 is not applicable the financial statements must be prepared in accordance with: (a) a Member State’s national accounting standards for issuers from the EEA as required by Directive 2013/34/EU; (b) a third country’s national accounting standards equivalent to Regulation (EC) No 1606/2002 for third country issuers. If such third country’s national accounting standards are not equivalent to Regulation (EC) No 1606/2002 the financial statements shall be restated in compliance with Regulation (EC) No 1606/2002. |
| Item 8.2.3 | Change of accounting framework The last year’s historical financial information, containing comparative information for the previous year, must be presented and prepared in a form consistent with the accounting standards framework that will be adopted in the issuer’s next annual published financial statements having regard to accounting standards and policies and legislation applicable to such annual financial statements. Changes within the issuer’s existing accounting framework do not require the audited financial statements to be restated. However, if the issuer intends to adopt a new accounting standards framework in its next published financial statements, at least one complete set of financial statements, (as defined by IAS 1 Presentation of Financial Statements), including comparatives, must be presented in a form consistent with that which will be adopted in the issuer’s next published annual financial statements, having regard to accounting standards and policies and legislation applicable to such annual financial statements. |
| Item 8.2.4 | Where the audited financial information is prepared according to national accounting standards, financial information required under this heading must include at least the following: (a) the balance sheet; (b) the income statement; (c) the accounting policies and explanatory notes. |
| Item 8.2.a | This paragraph (items 8.2.a, 8.2.a.1, 8.2.a.2 and 8.2.a.3) may be used only for issues of asset-backed securities having a denomination per unit of at least EUR 100 000 or which are to be traded only on a regulated market, and/or a specific section thereof, to which only qualified investors have access for the purpose of trading in the securities. Historical financial information Where, since the date of incorporation or establishment, an issuer has commenced operations and financial statements have been drawn up, the registration document must contain historical financial information covering the latest two financial years (at least 24 month or such shorter period as the issuer has been in operation) and the audit report in respect of each year. |
| Item 8.2.a.1 | Accounting standards The financial information must be prepared according to International Financial Reporting Standards as adopted by the Union based on Regulation (EC) No 1606/2002. If Regulation (EC) No 1606/2002 is not applicable, the financial statements must be prepared in accordance with: (a) a Member State’s national accounting standards for issuers from the EEA as required by the Directive 2013/34/EU; (b) a third country’s national accounting standards equivalent to Regulation (EC) No 1606/2002 for third country issuers. Otherwise the following information must be included in the registration document: (a) a prominent statement that the financial information included in the registration document has not been prepared in accordance with Regulation (EC) No 1606/2002 as adopted by the Union and that there may be material differences in the financial information had Regulation (EC) No 1606/2002 been applied to the historical financial information; (b) immediately following the historical financial information a narrative description of the differences between Regulation (EC) No 1606/2002 as adopted by the Union and the accounting principles adopted by the issuer in preparing its annual financial statements. |
| Item 8.2.a.2 | Where the audited financial information is prepared according to national accounting standards, it must include at least the following: (a) the balance sheet; (b) the income statement; (c) the accounting policies and explanatory notes. |
| Item 8.2.a.3 | Audit report The historical annual financial information must be independently audited. The audit report shall be prepared in accordance with Directive 2006/43/EC and Regulation (EU) No 537/2014. Where Directive 2006/43/EC and Regulation (EU) No 537/2014 do not apply, the historical financial information must be audited or reported on as to whether or not, for the purposes of the registration document, it gives a true and fair view in accordance with auditing standards applicable in a Member State or an equivalent standard. Otherwise, the following information must be included in the registration document: (a) a prominent statement disclosing which auditing standards have been applied; (b) an explanation of any significant departures from International Standards on Auditing. |
| Item 8.2.a.4 | A statement that the historical financial information has been audited. Where audit reports on the historical financial information have been refused by the statutory auditors or where they contain qualifications, modifications of opinion, disclaimers or an emphasis of matter, the reason must be given, and such qualifications, modifications, disclaimers or emphasis of matter must be reproduced in full. |
| Item 8.3 | Legal and arbitration proceedings Information on any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the company is aware), during a period covering at least the previous 12 months, which may have, or have had in the recent past, significant effects on the issuer and/or group’s financial position or profitability, or provide an appropriate negative statement. |
| Item 8.4 | Material adverse change in the issuer’s financial position Where an issuer has prepared financial statements, include a statement that there has been no material adverse change in the financial position or prospects of the issuer since the date of its last published audited financial statements. Where a material adverse change has occurred, this must be disclosed in the registration document. |
| SECTION 9 | DOCUMENTS AVAILABLE |
| Item 9.1 | A statement that for the term of the registration document the following documents, where applicable, may be inspected: (a) the memorandum and up to date articles of association of the issuer; (b) all reports, letters, and other documents, historical financial information, valuations and statements prepared by any expert at the issuer’s request any part of which is included or referred to in the registration document. An indication of the website on which the documents may be inspected. |
ANNEX 10
| SECTION 1 | PERSONS RESPONSIBLE, THIRD PARTY INFORMATION, EXPERTS’ REPORTS AND COMPETENT AUTHORITY APPROVAL |
|---|---|
| Item 1.1 | Identify all persons responsible for the information or any parts of it, given in the registration document with, in the latter case, an indication of such parts. In the case of natural persons, including members of the issuer’s administrative, management or supervisory bodies, indicate the name and function of the person; in the case of legal persons indicate the name and registered office. |
| Item 1.2 | A declaration by those responsible for the registration document that to the best of their knowledge, the information contained in the registration document is in accordance with the facts and that the registration document makes no omission likely to affect its import. Where applicable, a declaration by those responsible for certain parts of the registration document that, to the best of their knowledge, the information contained in those parts of the registration document for which they are responsible is in accordance with the facts and that those parts of the registration document make no omission likely to affect their import. |
| Item 1.3 | Where a statement or report, attributed to a person as an expert, is included in the registration document, provide the following details for that person: (a) such person’s name; (b) business address; (c) qualifications; (d) material interest if any in the issuer. If the statement or report has been produced at the issuer’s request, state that such statement or report has been included in the registration document with the consent of the person who has authorised the contents of that part of the registration document for the purpose of the prospectus. To the extent known to the issuer, provide information in respect of any interest relating to such expert which may affect the independence of the expert in the preparation of the report. |
| Item 1.4 | A statement that: (a) the [registration document/prospectus] has been approved by the [name of competent authority], as competent authority under Regulation (EU) 2017/1129; (b) the [name of competent authority] only approves this [registration document/prospectus]as meeting the standards of completeness, comprehensibility and consistency imposed by Regulation (EU) 2017/1129; (c) such approval should not be considered as an endorsement of the issuer that is the subject of this [registration document/prospectus]; |
| SECTION 2 | RISK FACTORS |
| Item 2.1 | A description of the material risks that are specific to the issuer in a limited number of categories, in a section headed ‘Risk Factors’. In each category the most material risks, in the assessment of the issuer, offeror or person asking for admission to trading on a regulated market, taking into account the negative impact on the issuer and the probability of their occurrence, shall be set out first. The risk factors shall be corroborated by the content of the registration document. |
| SECTION 3 | INFORMATION ABOUT THE ISSUER |
| Item 3.1 | History and development of the issuer The legal name of the issuer and a brief description of the issuer’s position within the national governmental framework. |
| Item 3.2 | The domicile or geographical location and legal form of the issuer and its contact address, telephone number and website of the issuer, if any, with a disclaimer that the information on the website does not form part of the prospectus unless that information is incorporated by reference into the prospectus. |
| Item 3.3 | Any recent events relevant to the evaluation of the issuer’s solvency. |
| Item 3.4 | A description of the issuer’s economy including: (a) the structure of the economy with details of the main sectors of the economy; (b) gross domestic product with a breakdown by the issuer’s economic sectors for the previous two fiscal years. |
| Item 3.5 | A general description of the issuer’s political system and government including details of the governing body of the issuer. |
| Item 3.6 | Any credit ratings assigned to the issuer at the request or with the cooperation of the issuer in the rating process. |
| SECTION 4 | PUBLIC FINANCE AND TRADE |
| Item 4.1 | Information on the following for the two fiscal years prior to the date of the registration document: (a) the tax and budgetary systems; (b) gross public debt including a summary of the debt, the maturity structure of outstanding debt (particularly noting debt with a residual maturity of less than one year) and debt payment record, and of the parts of debt denominated in the domestic currency of the issuer and in foreign currencies; (c) foreign trade and balance of payment figures; (d) foreign exchange reserves including any potential encumbrances to such foreign exchange reserves as forward contracts or derivatives; (e) financial position and resources including liquid deposits available in domestic currency; (f) income and expenditure figures. Description of any auditing or independent review procedures on the accounts of the issuer. |
| SECTION 5 | SIGNIFICANT CHANGE |
| Item 5.1 | Details of any significant changes to the information provided pursuant to item 4 which have occurred since the end of the last fiscal year, or an appropriate negative statement. |
| SECTION 6 | LEGAL AND ARBITRATION PROCEEDINGS |
| Item 6.1 | Information on any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the issuer is aware), during a period covering at least the previous 12 months which may have, or have had in the recent past, significant effects on the issuer’s financial position, or provide an appropriate negative statement. |
| Item 6.2 | Information on any immunity the issuer may have from legal proceedings. |
| SECTION 7 | DOCUMENTS AVAILABLE |
| Item 7.1 | A statement that for the term of the registration document the following documents, where applicable, can be inspected: (a) financial and audit reports for the issuer covering the last two fiscal years and the budget for the current fiscal year; (b) all reports, letters, and other documents, valuations and statements prepared by any expert at the issuer’s request any part of which is included or referred to in the registration document. An indication of the website on which the documents may be inspected. |
ANNEX 11
| SECTION 1 | PERSONS RESPONSIBLE, THIRD PARTY INFORMATION, EXPERTS’ REPORTS AND COMPETENT AUTHORITY APPROVAL |
|---|---|
| Item 1.1 | Identify all persons responsible for the information or any parts of it, given in the securities note with, in the latter case, an indication of such parts. In the case of natural persons, including members of the issuer’s administrative, management or supervisory bodies, indicate the name and function of the person; in the case of legal persons indicate the name and registered office. |
| Item 1.2 | A declaration by those responsible for the securities note that to the best of their knowledge, the information contained in the securities note is in accordance with the facts and that the securities note makes no omission likely to affect its import. Where applicable, a declaration by those responsible for certain parts of the securities note that, to the best of their knowledge, the information contained in those parts of the securities note for which they are responsible is in accordance with the facts and that those parts of the securities note make no omission likely to affect their import. |
| Item 1.3 | Where a statement or report attributed to a person as an expert, is included in the securities note, provide the following in relation to that person: (a) name; (b) business address; (c) qualifications; (d) material interest, if any, in the issuer. If the statement or report has been produced at the issuer’s request, state that such statement or report has been included in the securities note with the consent of the person who has authorised the contents of that part of the securities note for the purpose of the prospectus. |
| Item 1.4 | Where information has been sourced from a third party, provide a confirmation that this information has been accurately reproduced and that as far as the issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. In addition, identify the source(s) of the information. |
| Item 1.5 | A statement that: (a) this [securities note/prospectus] has been approved by the name of competent authority], as competent authority under Regulation (EU) 2017/1129; (b) the [name of competent authority] only approves this [securities note/prospectus] as meeting the standards of completeness, comprehensibility and consistency imposed by Regulation (EU) 2017/1129; (c) such approval should not be considered as an endorsement of [the quality of the securities that are the subject of this [securities note/prospectus]; (d) investors should make their own assessment as to the suitability of investing in the securities. |
| SECTION 2 | RISK FACTORS |
| Item 2.1 | A description of the material risks that are specific to the securities being offered and/or admitted to trading in a limited number of categories, in a section headed ‘Risk Factors’. In each category the most material risks, in the assessment of the issuer, offeror or person asking for admission to trading on a regulated market, taking into account the negative impact on the issuer and the securities and the probability of their occurrence, shall be set out first. The risks shall be corroborated by the content of the securities note. |
| SECTION 3 | ESSENTIAL INFORMATION |
| Item 3.1 | Working capital statement Statement by the issuer that, in its opinion, the working capital is sufficient for the issuer’s present requirements or, if not, how it proposes to provide the additional working capital needed. |
| Item 3.2 | Capitalisation and indebtedness A statement of capitalisation and indebtedness (distinguishing between guaranteed and unguaranteed, secured and unsecured indebtedness) as of a date no earlier than 90 days prior to the date of the document. The term ‘indebtedness’ also includes indirect and contingent indebtedness. In the case of material changes in the capitalisation and indebtedness position of the issuer within the 90 day period, additional information shall be given through the presentation of a narrative description of such changes or through the updating of those figures. |
| Item 3.3 | Interest of natural and legal persons involved in the issue/offer A description of any interest, including a conflict of interest that is material to the issue/offer, detailing the persons involved and the nature of the interest. |
| Item 3.4 | Reasons for the offer and use of proceeds Reasons for the offer and, where applicable, the estimated net amount of the proceeds broken into each principal intended use and presented in order of priority of such uses. If the issuer is aware that the anticipated proceeds will not be sufficient to fund all the proposed uses, then state the amount and sources of other funds needed. Details must be also given with regard to the use of the proceeds, in particular when they are being used to acquire assets, other than in the ordinary course of business, to finance announced acquisitions of other business, or to discharge, reduce or retire indebtedness. |
| SECTION 4 | INFORMATION CONCERNING THE SECURITIES TO BE OFFERED/ADMITTED TO TRADING |
| Item 4.1 | A description of the type and the class of the securities being offered and/or admitted to trading, including the international security identification number (‘ISIN’). |
| Item 4.2 | Legislation under which the securities have been created. |
| Item 4.3 | An indication whether the securities are in registered form or bearer form and whether the securities are in certificated form or book-entry form. In the latter case, name and address of the entity in charge of keeping the records. |
| Item 4.4 | Currency of the securities issue. |
| Item 4.5 | A description of the rights attached to the securities, including any limitations of those rights and procedure for the exercise of those rights: (a) dividend rights: (i) fixed date(s) on which entitlement arises; (ii) time limit after which entitlement to dividend lapses and an indication of the person in whose favour the lapse operates; (iii) dividend restrictions and procedures for non-resident holders; (iv) rate of dividend or method of its calculation, periodicity and cumulative or non-cumulative nature of payments; (b) voting rights; (c) pre-emption rights in offers for subscription of securities of the same class; (d) right to share in the issuer’s profits; (e) rights to share in any surplus in the event of liquidation; (f) redemption provisions; (g) conversion provisions. |
| Item 4.6 | In the case of new issues, a statement of the resolutions, authorisations and approvals by virtue of which the securities have been or will be created and/or issued. |
| Item 4.7 | In the case of new issues, the expected issue date of the securities. |
| Item 4.8 | A description of any restrictions on the transferability of the securities. |
| Item 4.9 | Statement on the existence of any national legislation on takeovers applicable to the issuer which may frustrate such takeovers if any. A brief description of the shareholders’ rights and obligations in case of mandatory takeover bids and/or squeeze-out or sell-out rules in relation to the securities. |
| Item 4.10 | An indication of public takeover bids by third parties in respect of the issuer’s equity, which have occurred during the last financial year and the current financial year. The price or exchange terms attaching to such offers and the outcome thereof must be stated. |
| Item 4.11 | A warning that the tax legislation of the investor’s Member State and of the issuer’s country of incorporation may have an impact on the income received from the securities. Information on the taxation treatment of the securities where the proposed investment attracts a tax regime specific to that type of investment. |
| Item 4.12 | Where applicable, the potential impact on the investment in the event of resolution under Directive 2014/59/EU of the European Parliament and of the Council (1). |
| Item 4.13 | If different from the issuer, the identity and contact details of the offeror of the securities and/or the person asking for admission to trading, including the legal entity identifier (‘LEI’) where the offeror has legal personality. |
| SECTION 5 | TERMS AND CONDITIONS OF THE OFFER OF SECURITIES TO THE PUBLIC |
| Item 5.1 | Conditions, offer statistics, expected timetable and action required to apply for the offer. |
| Item 5.1.1 | Conditions to which the offer is subject. |
| Item 5.1.2 | Total amount of the issue/offer, distinguishing the securities offered for sale and those offered for subscription; if the amount is not fixed, an indication of the maximum amount of securities to be offered (if available) and a description of the arrangements and the time period for announcing to the public the definitive amount of the offer. Where the maximum amount of securities cannot be provided in the prospectus, the prospectus shall specify that acceptances of the purchase or subscription of securities may be withdrawn for not less than two working days after the amount of securities to be offered to the public has been filed. |
| Item 5.1.3 | The time period, including any possible amendments, during which the offer will be open and description of the application process. |
| Item 5.1.4 | An indication of when, and under which circumstances, the offer may be revoked or suspended and whether revocation can occur after dealing has begun. |
| Item 5.1.5 | A description of any possibility to reduce subscriptions and the manner for refunding amounts paid in excess by applicants. |
| Item 5.1.6 | Details of the minimum and/or maximum amount of application (whether in number of securities or aggregate amount to invest). |
| Item 5.1.7 | An indication of the period during which an application may be withdrawn, provided that investors are allowed to withdraw their subscription. |
| Item 5.1.8 | Method and time limits for paying up the securities and for delivery of the securities. |
| Item 5.1.9 | A full description of the manner and date in which results of the offer are to be made public. |
| Item 5.1.10 | The procedure for the exercise of any right of pre-emption, the negotiability of subscription rights and the treatment of subscription rights not exercised. |
| Item 5.2 | Plan of distribution and allotment. |
| Item 5.2.1 | The various categories of potential investors to which the securities are offered. If the offer is being made simultaneously in the markets of two or more countries and if a tranche has been or is being reserved for certain of these, indicate any such tranche. |
| Item 5.2.2 | To the extent known to the issuer, an indication of whether major shareholders or members of the issuer’s management, supervisory or administrative bodies intend to subscribe in the offer, or whether any person intends to subscribe for more than five per cent of the offer. |
| Item 5.2.3 | Pre-allotment Disclosure: (a) the division into tranches of the offer including the institutional, retail and issuer’s employee tranches and any other tranches; (b) the conditions under which the claw-back may be used, the maximum size of such claw-back and any applicable minimum percentages for individual tranches; (c) the allotment method or methods to be used for the retail and issuer’s employee tranche in the event of an over-subscription of these tranches; (d) a description of any pre-determined preferential treatment to be accorded to certain classes of investors or certain affinity groups (including friends and family programmes) in the allotment, the percentage of the offer reserved for such preferential treatment and the criteria for inclusion in such classes or groups; (e) whether the treatment of subscriptions or bids to subscribe in the allotment may be determined on the basis of which firm they are made through or by; (f) a target minimum individual allotment if any within the retail tranche; (g) the conditions for the closing of the offer as well as the date on which the offer may be closed at the earliest; (h) whether or not multiple subscriptions are admitted, and where they are not, how any multiple subscriptions will be handled. |
| Item 5.2.4 | Process for notifying applicants of the amount allotted and an indication whether dealing may begin before notification is made. |
| Item 5.3 | Pricing |
| Item 5.3.1 | An indication of the price at which the securities will be offered and the amount of any expenses and taxes charged to the subscriber or purchaser. If the price is not known, then pursuant to Article 17 of Regulation (EU) 2017/1129 indicate either: (a) the maximum price as far as it is available; (b) the valuation methods and criteria, and/or conditions, in accordance with which the final offer price has been or will be determined and an explanation of any valuation methods used. Where neither point (a) nor (b) can be provided in the securities note, the securities note shall specify that acceptances of the purchase or subscription of securities may be withdrawn up to two working days after the final offer price of securities to be offered to the public has been filed. |
| Item 5.3.2 | Process for the disclosure of the offer price. |
| Item 5.3.3 | If the issuer’s equity holders have pre-emptive purchase rights and this right is restricted or withdrawn, an indication of the basis for the issue price if the issue is for cash, together with the reasons for and beneficiaries of such restriction or withdrawal. |
| Item 5.3.4 | Where there is or could be a material disparity between the public offer price and the effective cash cost to members of the administrative, management or supervisory bodies or senior management, or affiliated persons, of securities acquired by them in transactions during the past year, or which they have the right to acquire, include a comparison of the public contribution in the proposed public offer and the effective cash contributions of such persons. |
| Item 5.4 | Placing and underwriting |
| Item 5.4.1 | Name and address of the coordinator(s) of the global offer and of single parts of the offer and, to the extent known to the issuer or to the offeror, of the placers in the various countries where the offer takes place. |
| Item 5.4.2 | Name and address of any paying agents and depository agents in each country. |
| Item 5.4.3 | Name and address of the entities agreeing to underwrite the issue on a firm commitment basis, and name and address of the entities agreeing to place the issue without a firm commitment or under best ‘efforts’ arrangements. Indication of the material features of the agreements, including the quotas. Where not all of the issue is underwritten, a statement of the portion not covered. Indication of the overall amount of the underwriting commission and of the placing commission. |
| Item 5.4.4 | When the underwriting agreement has been or will be reached. |
| SECTION 6 | ADMISSION TO TRADING AND DEALING ARRANGEMENTS |
| Item 6.1 | An indication as to whether the securities offered are or will be the object of an application for admission to trading, with a view to their distribution in a regulated market or third country market, SME Growth Market or MTF with an indication of the markets in question. This circumstance must be set out, without creating the impression that the admission to trading will necessarily be approved. If known, the earliest dates on which the securities will be admitted to trading. |
| Item 6.2 | All the regulated markets, third country markets, SME Growth Market or MTFs on which, to the knowledge of the issuer, securities of the same class of the securities to be offered or admitted to trading are already admitted to trading. |
| Item 6.3 | If simultaneously or almost simultaneously with the application for the admission of the securities to a regulated market, securities of the same class are subscribed for or placed privately or if securities of other classes are created for public or private placing, give details of the nature of such operations and of the number, characteristics and price of the securities to which they relate. |
| Item 6.4 | In case of an admission to trading on a regulated market, details of the entities which have given a firm commitment to act as intermediaries in secondary trading, providing liquidity through bid and offer rates and a description of the main terms of their commitment. |
| Item 6.5 | Details of any stabilisation in line with items 6.5.1 to 6.6 in case of an admission to trading on a regulated market, third country market, SME Growth Market or MTF, where an issuer or a selling shareholder has granted an over-allotment option or it is otherwise proposed that price stabilising activities may be entered into in connection with an offer: |
| Item 6.5.1 | The fact that stabilisation may be undertaken, that there is no assurance that it will be undertaken and that it may be stopped at any time; |
| Item 6.5.1.1 | The fact that stabilisation transactions aim at supporting the market price of the securities during the stabilisation period; |
| Item 6.5.2 | The beginning and the end of the period during which stabilisation may occur; |
| Item 6.5.3 | The identity of the stabilisation manager for each relevant jurisdiction unless this is not known at the time of publication; |
| Item 6.5.4 | The fact that stabilisation transactions may result in a market price that is higher than would otherwise prevail; |
| Item 6.5.5 | The place where the stabilisation may be undertaken including, where relevant, the name of the trading venue(s). |
| Item 6.6 | Over-allotment and ‘green shoe’: In case of an admission to trading on a regulated market, SME Growth Market or an MTF: (a) the existence and size of any over-allotment facility and/or ‘green shoe’; (b) the existence period of the over-allotment facility and/or ‘green shoe’; (c) any conditions for the use of the over-allotment facility or exercise of the ‘green shoe’. |
| SECTION 7 | SELLING SECURITIES HOLDERS |
| Item 7.1 | Name and business address of the person or entity offering to sell the securities, the nature of any position office or other material relationship that the selling persons has had within the past three years with the issuer or any of its predecessors or affiliates. |
| Item 7.2 | The number and class of securities being offered by each of the selling security holders. |
| Item 7.3 | Where a major shareholder is selling the securities, the size of its shareholding both before and immediately after the issuance. |
| Item 7.4 | In relation to lock-up agreements, provide details of the following: (a) the parties involved; (b) the content and exceptions of the agreement; (c) an indication of the period of the lock up. |
| SECTION 8 | EXPENSE OF THE ISSUE/OFFER |
| Item 8.1 | The total net proceeds and an estimate of the total expenses of the issue/offer. |
| SECTION 9 | DILUTION |
| Item 9.1 | A comparison of: (a) participation in share capital and voting rights for existing shareholders before and after the capital increase resulting from the public offer, with the assumption that existing shareholders do not subscribe for the new shares; (b) the net asset value per share as of the date of the latest balance sheet before the public offer (selling offer and/or capital increase) and the offering price per share within that public offer. |
| Item 9.2 | Where existing shareholders will be diluted regardless of whether they subscribe for their entitlement, because a part of the relevant share issue is reserved only for certain investors (e.g. an institutional placing coupled with an offer to shareholders), an indication of the dilution existing shareholders will experience shall also be presented on the basis that they do take up their entitlement (in addition to the situation in item 9.1 where they do not). |
| SECTION 10 | ADDITIONAL INFORMATION |
| Item 10.1 | If advisors connected with an issue are referred to in the Securities Note, a statement of the capacity in which the advisors have acted. |
| Item 10.2 | An indication of other information in the securities note which has been audited or reviewed by statutory auditors and where auditors have produced a report. Reproduction of the report or, with permission of the competent authority, a summary of the report. |
| (1) Directive 2014/59/EU of the European Parliament and of the Council of 15 May 2014 establishing a framework for the recovery and resolution of credit institutions and investment firms and amending Council Directive 82/891/EEC, and Directives 2001/24/EC, 2002/47/EC, 2004/25/EC, 2005/56/EC, 2007/36/EC, 2011/35/EU, 2012/30/EU and 2013/36/EU, and Regulations (EU) No 1093/2010 and (EU) No 648/2012, of the European Parliament and of the Council (OJ L 173, 12.6.2014, p. 190). |
ANNEX 12
| SECTION 1 | PERSONS RESPONSIBLE, THIRD PARTY INFORMATION, EXPERTS’ REPORTS AND COMPETENT AUTHORITY APPROVAL |
|---|---|
| Item 1.1 | Identify all persons responsible for the information or any parts of it, given in the securities note with, in the latter case, an indication of such parts. In the case of natural persons, including members of the issuer’s administrative, management or supervisory bodies, indicate the name and function of the person; in the case of legal persons indicate the name and registered office. |
| Item 1.2 | A declaration by those responsible for the securities note that to the best of their knowledge, the information contained in the securities note is in accordance with the facts and that the securities note makes no omission likely to affect its import. Where applicable, a declaration by those responsible for certain parts of the securities note that, to the best of their knowledge, the information contained in those parts of the securities note for which they are responsible is in accordance with the facts and that those parts of the securities note make no omission likely to affect their import. |
| Item 1.3 | Where a statement or report attributed to a person as an expert is included in the securities note, provide the following details for that person: (a) name; (b) business address; (c) qualifications; (d) material interest if any in the issuer. If the statement or report has been produced at the issuer’s request, state that such statement or report has been included in the securities note with the consent of the person who has authorised the contents of that part of the securities note for the purpose of the prospectus. |
| Item 1.4 | Where information has been sourced from a third party, provide a confirmation that this information has been accurately reproduced and that as far as the issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. In addition, identify the source(s) of the information. |
| Item 1.5 | A statement that: (a) this [securities note/prospectus] has been approved by the [name of competent authority], as competent authority under Regulation (EU) 2017/1129; (b) the [name of competent authority] only approves this [securities note/prospectus] as meeting the standards of completeness, comprehensibility and consistency imposed by Regulation (EU) 2017/1129; (c) such approval should not be considered as an endorsement of the quality of the securities that are the subject of this [securities note/prospectus]; (d) investors should make their own assessment as to the suitability of investing in the securities; (e) that the [securities note/prospectus] has been drawn up as part of a simplified prospectus in accordance with Article 14 of Regulation (EU) 2017/1129. |
| SECTION 2 | RISK FACTORS |
| Item 2.1 | A description of the material risks that are specific to the securities being offered and/or admitted to trading, in a limited number of categories, in a section headed ‘Risk Factors’. In each category the most material risks, in the assessment of the issuer, offeror or person asking for admission to trading on a regulated market, taking into account the negative impact on the issuer and the securities and the probability of their occurrence, shall be set out first. The risks shall be corroborated by the content of the securities note. |
| SECTION 3 | ESSENTIAL INFORMATION |
| Item 3.1 | Interest of natural and legal persons involved in the issue/offer A description of any interest, including a conflict of interest that is material to the issue/offer, detailing the persons involved and the nature of the interest. |
| Item 3.2 | Reasons for the offer and use of proceeds Reasons for the offer and, where applicable, the estimated net amount of the proceeds broken into each principal intended use and presented in order of priority of such uses. If the issuer is aware that the anticipated proceeds will not be sufficient to fund all the proposed uses, then state the amount and sources of other funds needed. Details must also be given with regard to the use of the proceeds, in particular when they are being used to acquire assets, other than in the ordinary course of business, to finance announced acquisitions of other business, or to discharge, reduce or retire indebtedness. |
| Item 3.3 | Working capital statement Statement by the issuer that, in its opinion, the working capital is sufficient for the issuer’s present requirements or, if not, how it proposes to provide the additional working capital needed. |
| Item 3.4 | Capitalisation and indebtedness A statement of capitalisation and indebtedness (distinguishing between guaranteed and unguaranteed, secured and unsecured indebtedness) as of a date no earlier than 90 days prior to the date of the document. The term ‘indebtedness’ also includes indirect and contingent indebtedness. In the case of material changes in the capitalisation and indebtedness position of the issuer within the 90 day period additional information shall be given through the presentation of a narrative description of such changes or through the updating of those figures. |
| SECTION 4 | INFORMATION CONCERNING THE SECURITIES TO BE OFFERED/ADMITTED TO TRADING |
| Item 4.1 | A description of the type, class and amount of the securities being offered and/or admitted to trading, including the international security identification number (‘ISIN’). |
| Item 4.2 | Currency of the securities issue. |
| Item 4.3 | In the case of new issues, a statement of the resolutions, authorisations and approvals by virtue of which the securities have been or will be created and/or issued. |
| Item 4.4 | A description of any restrictions on the transferability of the securities. |
| Item 4.5 | A warning that the tax legislation of the investor’s Member State and of the issuer’s country of incorporation may have an impact on the income received from the securities. Information on the taxation treatment of the securities where the proposed investment attracts a tax regime specific to that type of investment. |
| Item 4.6 | If different from the issuer, the identity and contact details of the offeror, of the securities and/or the person asking for admission to trading including the legal entity identifier (‘LEI’) where the offeror has legal personality. |
| Item 4.7 | A description of the rights attached to the securities, including any limitations of those rights, and procedure for the exercise of those rights: (a) Dividend rights: (i) fixed date(s) on which the entitlement arises; (ii) time limit after which entitlement to dividend lapses and an indication of the person in whose favour the lapse operates; (iii) dividend restrictions and procedures for non-resident holders; (iv) rate of dividend or method of its calculation, periodicity and cumulative or non-cumulative nature of payments. (b) voting rights. (c) pre-emption rights in offers for subscription of securities of the same class. (d) right to share in the issuer’s profits. (e) rights to share in any surplus in the event of liquidation. (f) redemption provisions. (g) conversion provisions. |
| Item 4.8 | Statement on the existence of national legislation on takeovers applicable to the issuer which may frustrate such takeovers, if any. |
| Item 4.9 | An indication of public takeover bids by third parties in respect of the issuer’s equity, which have occurred during the last financial year and the current financial year. The price or exchange terms attaching to such offers and the outcome thereof must be stated. |
| SECTION 5 | TERMS AND CONDITIONS OF THE OFFER |
| Item 5.1 | Conditions, offer statistics, expected timetable and action required to apply for the offer |
| Item 5.1.1 | Conditions to which the offer is subject. |
| Item 5.1.2 | The time period, including any possible amendments, during which the offer will be open and a description of the application process together with the issue date of new securities. |
| Item 5.1.3 | A description of any possibility to reduce subscriptions and the manner for refunding amounts paid in excess by applicants. |
| Item 5.1.4 | Details of the minimum and/or maximum amount of application (whether in number of securities or aggregate amount to invest). |
| Item 5.1.5 | Method and time limits for paying up the securities and for delivery of the securities. |
| Item 5.1.6 | A full description of the manner and date in which results of the offer are to be made public. |
| Item 5.1.7 | The procedure for the exercise of any right of pre-emption, the negotiability of subscription rights and the treatment of subscription rights not exercised. |
| Item 5.1.8 | Total amount of the issue/offer, distinguishing the securities offered for sale and those offered for subscription; if the amount is not fixed, an indication of the amount of securities to be offered (if available) and a description of the arrangements and time for announcing to the public the definitive amount of the offer. Where the maximum amount of securities to be offered cannot be provided in the securities note, the securities note shall specify that acceptances of the purchase of subscription of securities may be withdrawn up to two working days after the amount of securities to be offered to the public has been filed. |
| Item 5.1.9 | An indication of when, and under which circumstances, the offer may be revoked or suspended and whether revocation can occur after dealing has begun. |
| Item 5.1.10 | An indication of the period during which an application may be withdrawn, provided that investors are allowed to withdraw their subscription. |
| Item 5.2 | Plan of distribution and allotment |
| Item 5.2.1. | Process for notifying applicants of the amount allotted and an indication whether dealing may begin before notification is made. |
| Item 5.2.2 | To the extent known to the issuer, an indication of whether major shareholders or members of the issuer’s management, supervisory or administrative bodies intended to subscribe in the offer, or whether any person intends to subscribe for more than five per cent of the offer. |
| Item 5.3 | Pricing |
| Item 5.3.1 | An indication of the price at which the securities will be offered and the amount of any expenses and taxes charged to the subscriber or purchaser. If the price is not known, then pursuant to Article 17 of Regulation (EU) 2017/1129 indicate either: (a) the maximum price of securities, as far as they are available; (b) the valuation methods and criteria, and/or conditions, in accordance with which the final offer price is to be determined and an explanation of any valuation methods used. Where neither (a) nor (b) can be provided in the securities note, the securities note shall specify that acceptances of the purchase or subscription of securities may be withdrawn up to two working days after the final offer price of securities to be offered to the public has been filed. |
| Item 5.3.2 | Process for the disclosure of the offer price. |
| Item 5.3.3 | If the issuer’s equity holders have pre-emptive purchase rights and this right is restricted or withdrawn, an indication of the basis for the issue price if the issue is for cash, together with the reasons for and beneficiaries of such restriction or withdrawal. |
| Item 5.4 | Placing and underwriting |
| Item 5.4.1 | Name and address of the coordinator(s) of the global offer and of single parts of the offer and, to the extent known by the issuer or to the offeror, of the placers in the various countries where the offer takes place |
| Item 5.4.2 | Name and address of any paying agents and depository agents in each country. |
| Item 5.4.3 | Name and address of the entities agreeing to underwrite the issue on a firm commitment basis, and name and address of the entities agreeing to place the issue without a firm commitment or under ‘best efforts’ arrangements. Indication of the material features of the agreements, including the quotas. Where not all of the issue is underwritten, a statement of the portion not covered. Indication of the overall amount of the underwriting commission and of the placing commission. |
| Item 5.4.4 | When the underwriting agreement has been or will be reached. |
| SECTION 6 | ADMISSION TO TRADING AND DEALING ARRANGEMENTS |
| Item 6.1 | An indication as to whether the securities offered are or will be the object of an application for admission to trading, with a view to their distribution in a regulated market, other equivalent third country markets or an SME Growth Market with an indication of the markets in question. This circumstance must be set out, without creating the impression that the admission to trading will necessarily be approved. If known, the earliest dates on which the securities will be admitted to trading. |
| Item 6.2 | All the regulated markets equivalent third country markets or SME Growth Markets on which, to the knowledge of the issuer, securities of the same class of the securities to be offered or admitted to trading are already admitted to trading. |
| Item 6.3 | If simultaneously or almost simultaneously with the application for admission of the securities to a regulated market, securities of the same class are subscribed for or placed privately or if securities of other classes are created for public or private placing, give details of the nature of such operations and of the number, characteristics and price of the securities to which they relate. |
| Item 6.4 | Details of the entities which have given a firm commitment to act as intermediaries in secondary trading, providing liquidity through bid and offer rates and description of the main terms of their commitment. |
| SECTION 7 | SELLING SECURITIES HOLDERS |
| Item 7.1 | Lock-up agreements In relation to lock up agreements, provide details of the following: (a) the parties involved; (b) content and exceptions of the agreement; (c) an indication of the period of the lock up. |
| SECTION 8 | EXPENSE OF THE ISSUE/OFFER |
| Item 8.1 | The total net proceeds and an estimate of the total expenses of the issue/offer. |
| SECTION 9 | DILUTION |
| Item 9.1 | A comparison of (a) participation in share capital and voting rights for existing shareholders before and after the capital increase resulting from the public offer, with the assumption that existing shareholders do not subscribe for the new shares; (b) the net asset value per share as of the date of the latest balance sheet before the public offer (selling offer and/or capital increase) and the offering price per share within that public offer. |
| Item 9.2 | Where existing shareholders will be diluted regardless of whether they subscribe for their entitlement, because a part of the relevant share issue is reserved only for certain investors (e.g. an institutional placing coupled with an offer to shareholders), an indication of the dilution existing shareholders will experience should also be presented on the basis that they do take up their entitlement (in addition to the situation where they do not). |
| SECTION 10 | ADDITIONAL INFORMATION |
| Item 10.1 | If advisors connected with an issue are referred to in the securities note, a statement of the capacity in which the advisors have acted. |
| Item 10.2 | An indication of other information in the securities note which has been audited or reviewed by statutory auditors and where auditors have produced a report. Reproduction of the report or, with permission of the competent authority, a summary of the report. |
ANNEX 13
| SECTION 1 | ESSENTIAL INFORMATION | Primary Issuance | Secondary Issuances |
|---|---|---|---|
| Item 1.1 | Working Capital Statement Statement by the issuer of the underlying securities that, in its opinion, the working capital is sufficient for the issuer of the underlying securities’ present requirements or, if not, how it proposes to provide the additional working capital needed. | √ | √ |
| Item 1.2 | Capitalisation and indebtedness A statement of capitalisation and indebtedness of the issuer of the underlying securities (distinguishing between guaranteed and unguaranteed, secured and unsecured indebtedness) as of a date no earlier than 90 days prior to the date of the document. The term ‘indebtedness’ also includes indirect and contingent indebtedness. In the case of material changes in the capitalisation and indebtedness position of the issuer within the 90 day period additional information shall be given through the presentation of a narrative description of such changes or through the updating of those figures. | √ | √ |
| Item 1.3 | A description of the type and the class of the underlying shares including the international security identification number (‘ISIN’) | √ | √ |
| Item 1.4 | Legislation under which the securities have been created. | √ | √ |
| Item 1.5 | An indication whether the underlying shares are in registered form or bearer form and whether the underlying shares are in certificated form or book-entry form. In the latter case, name and address of the entity in charge of keeping the records. | √ | √ |
| Item 1.6 | Currency of the underlying shares. | √ | √ |
| Item 1.7 | A description of the rights, including any limitations of these, attached to the underlying shares and procedure for the exercise of those rights. | √ | √ |
| Item 1.8 | Dividend rights: (a) fixed date(s) on which the entitlement arises; (b) time limit after which entitlement to dividend lapses and an indication of the person in whose favour the lapse operates; (c) dividend restrictions and procedures for non-resident holders; (d) rate of dividend or method of its calculation, periodicity and cumulative or non-cumulative nature of payments. | √ | √ |
| Item 1.9 | Voting rights. Pre-emption rights in offers for subscription of securities of the same class. Right to share in the issuer’s profits. Rights to share in any surplus in the event of liquidation. Redemption provisions. Conversion provisions. | √ | √ |
| Item 1.10 | The issue date of the underlying shares if new underlying shares are being created for the issue of depository receipts and they are not in existence at the time of issue of the depository receipts. | √ | √ |
| Item 1.11 | If new underlying shares are being created for the issue of the depository receipts, state the resolutions, authorisations and approvals by virtue of which the new underlying shares have been or will be created or issued. | √ | √ |
| Item 1.12 | A description of any restrictions on the transferability of the underlying shares. | √ | √ |
| Item 1.13 | A warning that the tax legislation of the investor’s Member State and of the issuer’s country of incorporation may have an impact on the income received from the securities. Information on the taxation treatment of the securities where the proposed investment attracts a tax regime specific to that type of investment. | √ | √ |
| Item 1.14 | (a) Statement on the existence of any national legislation on takeovers applicable to the issuer which may frustrate such takeovers, if any. | √ | √ |
| (b) A brief description of the shareholders’ rights and obligations in case of mandatory takeover bids and/or squeeze-out or sell-out rules in relation to the securities. | √ | ||
| Item 1.15 | An indication of public takeover bids by third parties in respect of the issuer’s equity, which have occurred during the last financial year and the current financial year. The price or exchange terms attaching to such offers and the outcome thereof must be stated. | √ | √ |
| Item 1.16 | Where applicable, the potential impact on the investment in the event of resolution under the Directive 2014/59/EU. | √ | |
| Item 1.17 | Lock-up agreements (a) The parties involved. (b) Content and exceptions of the agreement. (c) An indication of the period of the lock up. | √ | √ |
| Item 1.18 | Information about selling shareholders if any. | √ | √ |
| Item 1.18.1 | Name and business address of the person or entity offering to sell the underlying shares, the nature of any position office or other material relationship that the selling persons has had within the past three years with the issuer or any of its predecessors or affiliates. | √ | √ |
| Item 1.19 | Dilution | ||
| Item 1.19.1 | A comparison of: (a) participation in share capital and voting rights for existing shareholders before and after the capital increase resulting from the public offer, with the assumption that existing shareholders do not subscribe for the new shares; (b) the net asset value per share as of the date of the latest balance sheet before the public offer (selling offer and/or capital increase) and the offering price per share within that public offer. | √ | √ |
| Item 1.19.2 | Where existing shareholders will be diluted regardless of whether they subscribe for their entitlement, because a part of the relevant share issue is reserved only for certain investors (e.g. an institutional placing coupled with an offer to shareholders), an indication of the dilution existing shareholders will experience shall also be presented on the basis that they do take up their entitlement (in addition to the situation in 1.19.1 where they do not). | √ | √ |
| Item 1.20 | Additional information where there is a simultaneous or almost simultaneous offer or admission to trading of the same class of underlying shares as those underlying shares over which the depository receipts are being issued. | √ | √ |
| Item 1.20.1 | If simultaneously or almost simultaneously with the creation of the depository receipts for which admission to a regulated market is being sought underlying shares of the same class as those over which the depository receipts are being issued are subscribed for or placed privately, details are to be given of the nature of such operations and of the number and characteristics of the underlying shares to which they relate. | √ | √ |
| Item 1.20.2 | Disclose all regulated markets or equivalent markets on which, to the knowledge of the issuer of the depository receipts, underlying shares of the same class as those over which the depository receipts are being issued are offered or admitted to trading. | √ | √ |
| Item 1.20.3 | To the extent known to the issuer of the depository receipts, indicate whether major shareholders, members of the administrative, management or supervisory bodies intended to subscribe in the offer, or whether any person intends to subscribe for more than five per cent of the offer. | √ | √ |
| SECTION 2 | INFORMATION ABOUT THE DEPOSITORY RECEIPTS | Primary Issuance | Secondary Issuances |
| Item 2.1 | Indicate the number of shares represented by each depository receipts | √ | √ |
| Item 2.2 | A description of the type and class of depository receipts being offered and/or admitted to trading | √ | √ |
| Item 2.3 | Legislation under which the depository receipts have been created. | √ | √ |
| Item 2.4 | An indication whether the depository receipts are in registered or bearer form and whether the depository receipts are in certificated or book-entry form. In the latter case, include the name and address of the entity in charge of keeping the records. | √ | √ |
| Item 2.5 | Currency of the depository receipts | √ | √ |
| Item 2.6 | Describe the rights attaching to the depository receipts, including any limitations of these attached to the depository receipts and the procedure if any for the exercise of these rights. | √ | √ |
| Item 2.7 | If the dividend rights attaching to depository receipts are different from the dividend rights disclosed in relation to the underlying shares, disclose the following information about dividend rights: (a) fixed date(s) on which the entitlement arises; (b) time limit after which entitlement to dividend lapses and an indication of the person in whose favour the lapse operates; (c) dividend restrictions and procedures for non-resident holders; (d) rate of dividend or method of its calculation, periodicity and cumulative or non-cumulative nature of payments. | √ | √ |
| Item 2.8 | If the voting rights attaching to the depository receipts are different from the voting rights disclosed in relation to the underlying shares disclose the following about those rights: (a) voting rights; (b) pre-emption rights in offers for subscription of securities of the same class; (c) right to share in the issuer’s profits; (d) rights to share in any surplus in the event of liquidation; (e) redemption provisions; (f) conversion provisions. | √ | √ |
| Item 2.9 | Describe the exercise of and benefit from rights attaching to the underlying shares, in particular voting rights, the conditions on which the issuer of the depository receipts may exercise such rights, and measures envisaged to obtain the instructions of the depository receipt holders – and the right to share in profits and any liquidation surplus which are not passed on to the holder of the depository receipt. | √ | √ |
| Item 2.10 | The expected issue date of the depository receipts. | √ | √ |
| Item 2.11 | A description of any restrictions on the transferability of the depository receipts. | √ | √ |
| Item 2.12 | A warning that the tax legislation of the investor’s Member State and of the issuer’s country of incorporation may have an impact on the income received from the securities. Information on the taxation treatment of the depository receipts where the proposed investment attracts a tax regime specific to that type of investment. | √ | √ |
| Item 2.13 | Bank or other guarantees attached to the depository receipts and intended to underwrite the issuer’s obligations. | √ | √ |
| Item 2.14 | Possibility of obtaining the delivery of the depository receipts into original shares and procedure for such delivery. | √ | √ |
| SECTION 3 | INFORMATION ABOUT THE TERMS AND CONDITIONS OF THE OFFER OF THE DEPOSITORY RECEIPTS | Primary Issuance | Secondary Issuances |
| Item 3.1 | Conditions, offer statistics, expected timetable and action required to apply for the offer | ||
| Item 3.1.1 | Total amount of the issue/offer, distinguishing the securities offered for sale and those offered for subscription; if the amount is not fixed, an indication of the maximum amount of securities to be offered (if available) and a description of the arrangements and the time period for announcing to the public the definitive amount of the offer. Where the maximum amount of securities to be offered cannot be provided in the prospectus, the prospectus shall specify that acceptances of the purchase or subscription of securities may be withdrawn for not less than two working days after the amount of securities to be offered to the public has been filed. | √ | √ |
| Item 3.1.2 | The time period, including any possible amendments, during which the offer will be open and description of the application process. | √ | √ |
| Item 3.1.3 | An indication of when, and under which circumstances, the offer may be revoked or suspended and whether revocation can occur after dealing has begun. | √ | √ |
| Item 3.1.4 | A description of the possibility to reduce subscriptions and the manner for refunding amounts paid in excess by applicants. | √ | √ |
| Item 3.1.5 | Details of the minimum and/or maximum amount of application (whether in number of securities or aggregate amount to invest). | √ | √ |
| Item 3.1.6 | An indication of the period during which an application may be withdrawn, provided that investors are allowed to withdraw their subscription. | √ | √ |
| Item 3.1.7 | Method and time limits for paying up the securities and for delivery of the securities. | √ | √ |
| Item 3.1.8 | A full description of the manner and date in which results of the offer are to be made public. | √ | √ |
| Item 3.1.9 | The procedure for the exercise of any right of pre-emption, the negotiability of subscription rights and the treatment of subscription rights not exercised. | √ | √ |
| Item 3.2 | Plan of distribution and allotment | ||
| Item 3.2.1 | The various categories of potential investors to which the securities are offered. If the offer is being made simultaneously in the markets of two or more countries and if a tranche has been or is being reserved for certain of these, indicate any such tranche. | √ | √ |
| Item 3.2.2 | To the extent known to the issuer, an indication of whether major shareholders or members of the issuer’s management, supervisory or administrative bodies intended to subscribe in the offer, or whether any person intends to subscribe for more than five per cent of the offer. | √ | √ |
| Item 3.2.3 | Pre-allotment disclosure: (a) the division into tranches of the offer including the institutional, retail and issuer’s employee tranches and any other tranches; (b) the conditions under which the claw- back may be used, the maximum size of such claw back and any applicable minimum percentages for individual tranches; (c) the allotment method or methods to be used for the retail and issuer’s employee tranche in the event of an over-subscription of these tranches; (d) a description of any pre-determined preferential treatment to be accorded to certain classes of investors or certain affinity groups (including friends and family programmes) in the allotment, the percentage of the offer reserved for such preferential treatment and the criteria for inclusion in such classes or groups; (e) whether the treatment of subscriptions or bids to subscribe in the allotment may be determined on the basis of which firm they are made through or by; (f) a target minimum individual allotment if any within the retail tranche; (g) the conditions for the closing of the offer as well as the date on which the offer may be closed at the earliest; (h) whether or not multiple subscriptions are admitted, and where they are not, how any multiple subscriptions will be handled. | √ | √ |
| Item 3.2.4 | Process for notifying applicants of the amount allotted and an indication whether dealing may begin before notification is made. | √ | √ |
| Item 3.3 | Pricing | ||
| Item 3.3.1 | An indication of the price at which the securities will be offered and the amount of any expenses and taxes charged to the subscriber or purchaser. If the price is not known, then pursuant to Article 17 of Regulation (EU) 2017/1129 indicate either: (a) the maximum price of the securities, as far as they are available; (b) the valuation methods and criteria, and/or conditions, in accordance with which the final offer price has been or will be determined and an explanation of any valuation methods used. Where neither (a) nor (b) can be provided in the prospectus, the prospectus shall specify that acceptances of the purchase or subscription of securities may be withdrawn for not less than two working days after the final offer price of securities to be offered to the public has been filed. | √ | √ |
| Item 3.3.2 | Process for the disclosure of the offer price. | √ | √ |
| Item 3.3.3 | Where there is or could be a material disparity between the public offer price and the effective cash cost to members of the administrative, management or supervisory bodies or senior management, or affiliated persons, of securities acquired by them in transactions during the past year, or which they have the right to acquire, include a comparison of the public contribution in the proposed public offer an the effective cash contributions of such persons. | √ | √ |
| Item 3.4 | Placing and Underwriting | ||
| Item 3.4.1 | Name and address of the coordinator(s) of the global offer and of single parts of the offer and, to the extent known to the issuer or to the offeror, of the placers in the various countries where the offer takes place. | √ | √ |
| Item 3.4.2 | Name and address of any paying agents and depository agents in each country. | √ | √ |
| Item 3.4.3 | Name and address of the entities agreeing to underwrite the issue on a firm commitment basis, and name and address of the entities agreeing to place the issue without a firm commitment or under best efforts’ arrangements. Indication of the material features of the agreements, including the quotas. Where not all of the issue is underwritten, a statement of the portion not covered. Indication of the overall amount of the underwriting commission and of the placing commission. | √ | √ |
| Item 3.4.4 | When the underwriting agreement has been or will be reached. | √ | √ |
| SECTION 4 | ADMISSION TO TRADING AND DEALING ARRANGEMENTS IN THE DEPOSITORY RECEIPTS | Primary Issuance | Secondary Issuances |
| Item 4.1 | An indication as to whether the securities offered are or will be the object of an application for admission to trading, with a view to their distribution in a regulated market or equivalent third country market, SME Growth Market or MTF with an indication of the markets in question. This circumstance must be set out, without creating the impression that the admission to trading will necessarily be approved. If known, the earliest dates on which the securities will be admitted to trading. | √ | √ |
| Item 4.2 | All the regulated markets or equivalent third country markets, SME Growth Market or MTFs on which, to the knowledge of the issuer, securities of the same class of the securities to be offered or admitted to trading are already admitted to trading. | √ | √ |
| Item 4.3 | If simultaneously or almost simultaneously with the creation of the securities for which admission to a regulated market is being sought securities of the same class are subscribed for or placed privately or if securities of other classes are created for public or private placing, give details of the nature of such operations and of the number and characteristics of the securities to which they relate. | √ | √ |
| In case of an admission to trading on a regulated market, details of the entities which have a firm commitment to act as intermediaries in secondary trading, providing liquidity through bid and offer rates and description of the main terms of their commitment. | √ | √ | |
| Item 4.4 | The issue price of the securities | √ | √ |
| Details of stabilisation: where an issuer or a selling shareholder has granted an over-allotment option or it is otherwise proposed that price stabilising activities may be entered into in connection with an offer: | √ | √ | |
| The fact that stabilisation may be undertaken, that there is no assurance that it will be undertaken and that it may be stopped at any time. | √ | ||
| Item 4.5 | The fact that stabilisation transactions aim at supporting the market price of the securities during the stabilisation period. | √ | |
| The beginning and the end of the period during which stabilisation may occur. | √ | ||
| The identity of the stabilisation manager for each relevant jurisdiction unless this is not known at the time of publication. | √ | ||
| The fact that stabilisation transactions may result in a market price that is higher than would otherwise prevail. | √ | ||
| Item 4.6 | The place where the stabilisation may be undertaken including, where relevant, the name of the trading venue(s). | √ | |
| Over-allotment and ‘green shoe’: In case of an admission to trading on a regulated market: (a) the existence and size of any over-allotment facility and/or ‘green shoe’; (b) the existence period of the over-allotment facility and/or ‘green shoe’; (c) any conditions for the use of the over-allotment facility or exercise of the ‘green shoe’. | √ | √ | |
| SECTION 5 | ESSENTIAL INFORMATION ABOUT THE ISSUANCE OF THE DEPOSITORY RECEIPTS | Primary Issuance | Secondary Issuances |
| Item 5.1 | Reasons for the offer and use of proceeds | ||
| Item 5.1.1 | Reasons for the offer and, where applicable, the estimated net amount of the proceeds broken into each principal intended use and presented in order of priority of such uses. If the issuer is aware that the anticipated proceeds will not be sufficient to fund all the proposed uses, then state the amount and sources of other funds needed. Details must also be given with regard to the use of the proceeds, in particular when they are being used to acquire assets, other than in the ordinary course of business, to finance announced acquisitions of other business, or to discharge, reduce or retire indebtedness. | √ | √ |
| Item 5.2 | Interest of natural and legal persons involved in the issuer/offer | ||
| Item 5.2.1 | A description of any interest, including a conflict of interest that is material to the issue/offer, detailing the persons involved and the nature of the interest. | √ | √ |
| Item 5.3 | Risk Factors | ||
| Item 5.3.1 | A description of the material risks that are specific to the securities being offered and/or admitted to trading in a limited number of categories, in a section headed ‘Risk Factors’. In each category the most material risks, in the assessment of the issuer, offeror or person asking for admission to trading on a regulated market, taking into account the negative impact on the issuer and the securities and the probability of their occurrence, shall be set out first. The risks shall be corroborated by the content of the prospectus. | √ | √ |
| SECTION 6 | EXPENSE OF THE ISSUE/OFFER OF THE DEPOSITORY RECEIPTS | Primary Issuance | Secondary Issuances |
| Item 6.1 | The total net proceeds and an estimate of the total expenses of the issue/offer. | √ | √ |
ANNEX 14
Reading this document does not replace reading the official text published in the Official Journal of the European Union. We assume no responsibility for any inaccuracies arising from the conversion of the original to this format.
This text is published under EUR-Lex's own terms of reuse, not a Legalize or public-domain licence.
EUR-Lex
Creative Commons Attribution 4.0 International (CC BY 4.0)
© European Union, https://eur-lex.europa.eu — Source: EUR-Lex (Publications Office of the European Union). Reused under the Creative Commons Attribution 4.0 International (CC BY 4.0) licence. Only EU legislation published in the printed Official Journal of the European Union is deemed authentic; consolidated texts are reproduced here for documentation purposes and have been reformatted to Markdown.