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 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. | Category A |
| 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. | Category A |
| 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. | Category A |
| 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. | Category C |
| 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. | Category A |
| 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’. Risks to be disclosed shall include: (a) those resulting from the level of subordination of a security and the impact on the expected size or timing of payments to holders of the securities under bankruptcy, or any other similar procedure, including, where relevant, the insolvency of a credit institution or its resolution or restructuring in accordance with Directive 2014/59/EU; (b) in cases where the securities are guaranteed, the specific and material risks related to the guarantor to the extent they are relevant to its ability to fulfil its commitment under the guarantee. 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. | Category A |
| 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. | Category C | |
| Item 3.2 | Reasons for the offer and use of proceeds | |
| Reasons for the offer to the public or for the admission to trading. Where applicable, disclosure of the estimated total expenses of the issue/offer and the estimated net amount of the proceeds. These expenses and proceeds shall be 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. | Category C | |
| SECTION 4 | INFORMATION CONCERNING THE SECURITIES TO BE OFFERED TO THE PUBLIC/ADMITTED TO TRADING | |
| Item 4.1 | (a) A description of the type and the class of the securities being offered to the public and/or admitted to trading. | Category B |
| (b) The international security identification number (‘ISIN’) for those classes of securities referred to in (a). | Category C | |
| Item 4.2 | Legislation under which the securities have been created. | Category A |
| Item 4.3 | (a) An indication of whether the securities are in registered form or bearer form and whether the securities are in certificated form or book-entry form. | Category A |
| (b) In the case of securities registered in book-entry form, the name and address of the entity in charge of keeping the records. | Category C | |
| Item 4.4 | Total amount of the securities offered to the public/admitted to trading. If the amount is not fixed, an indication of the maximum amount of the 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 or 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. | Category C |
| Item 4.5 | Currency of the securities issue. | Category C |
| Item 4.6 | The relative seniority of the securities in the issuer’s capital structure in the event of insolvency, including, where applicable, information on the level of subordination of the securities and the potential impact on the investment in the event of a resolution under Directive 2014/59/EU. | Category A |
| 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. | Category B |
| Item 4.8 | (a) The nominal interest rate; | Category C |
| (b) the provisions relating to interest payable; | Category B | |
| (c) the date from which interest becomes payable; | Category C | |
| (d) the due dates for interest; | Category C | |
| (e) the time limit on the validity of claims to interest and repayment of principal. | Category B | |
| Where the rate is not fixed: | ||
| (a) a statement setting out the type of underlying; | Category A | |
| (b) a description of the underlying on which the rate is based; | Category C | |
| (c) the method used to relate the rate with the underlying; | Category B | |
| (d) an indication where information about the past and the future performance of the underlying and its volatility can be obtained by electronic means and whether or not it can be obtained free of charge; | Category C | |
| (e) a description of any market disruption or settlement disruption events that affect the underlying; | Category B | |
| (f) any adjustment rules with relation to events concerning the underlying; | Category B | |
| (g) the name of the calculation agent; | Category C | |
| (h) if the security has a derivative component in the interest payment, a clear and comprehensive explanation to help investors understand how the value of their investment is affected by the value of the underlying instrument(s), especially under the circumstances when the risks are most evident. | Category B | |
| Item 4.9 | (a) Maturity date. | Category C |
| (b) Details of the arrangements for the amortisation of the loan, including the repayment procedures. Where advance amortisation is contemplated, on the initiative of the issuer or of the holder, it shall be described, stipulating the amortisation terms and conditions. | Category B | |
| Item 4.10 | (a) An indication of yield. | Category C |
| (b) Description of the method whereby the yield in point (a) is to be calculated in summary form. | Category B | |
| Item 4.11 | Representation of non-equity security holders including an identification of the organisation representing the investors and provisions applying to such representation. Indication of the website where the public may have free access to the contracts relating to these forms of representation. | Category B |
| Item 4.12 | 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. | Category C |
| Item 4.13 | The issue date or in the case of new issues, the expected issue date of the securities. | Category C |
| Item 4.14 | A description of any restrictions on the transferability of the securities. | Category A |
| Item 4.15 | 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. | Category A |
| Item 4.16 | 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. | Category C |
| 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. | Category C |
| Item 5.1.2 | The time period, including any possible amendments, during which the offer will be open.A description of the application process. | Category C |
| Item 5.1.3 | A description of the possibility to reduce subscriptions and the manner for refunding amounts paid in excess by applicants. | Category C |
| Item 5.1.4 | Details of the minimum and/or maximum amount of the application, (whether in number of securities or aggregate amount to invest). | Category C |
| Item 5.1.5 | Method and time limits for paying up the securities and for delivery of the securities. | Category C |
| Item 5.1.6 | A full description of the manner and date in which results of the offer are to be made public. | Category C |
| 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. | Category C |
| 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. | Category C |
| Item 5.2.2 | Process for notifying applicants of the amount allotted and an indication whether dealing may begin before notification is made. | Category C |
| Item 5.3 | Pricing | |
| Item 5.3.1 | (a) An indication of the expected price at which the securities will be offered. | Category C |
| (b) Where an indication of the expected price cannot be given, a description of the method of determining the price, pursuant to Article 17 of Regulation (EU) 2017/1129, and the process for its disclosure. | Category B | |
| (c) Indication of the amount of any expenses, and taxes charged to the subscriber or purchaser. Where the issuer is subject to Regulation (EU) No 1286/2014 or Directive 2014/65/EU and to the extent that they are known, include those expenses contained in the price. | Category C | |
| 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. | Category C |
| Item 5.4.2 | Name and address of any paying agents and depository agents in each country. | Category C |
| 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. | Category C |
| Item 5.4.4 | When the underwriting agreement has been or will be reached. | Category C |
| SECTION 6 | ADMISSION TO TRADING AND DEALING ARRANGEMENTS | |
| Item 6.1 | (a) 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 third country markets, 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. | Category B |
| (b) If known, give the earliest dates on which the securities will be admitted to trading. | Category C | |
| Item 6.2 | All the regulated markets or 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 to the public or admitted to trading are already admitted to trading. | Category C |
| Item 6.3 | In the case of admission to trading on a regulated market, the name and address 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. | Category C |
| Item 6.4 | The issue price of the securities. | Category C |
| SECTION 7 | ADDITIONAL INFORMATION | |
| Item 7.1 | If advisors connected with an issue are referred to in the securities note, a statement of the capacity in which the advisors have acted. | Category C |
| Item 7.2 | 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. | Category A |
| Item 7.3 | Credit ratings assigned to the securities at the request or with the cooperation of the issuer in the rating process. A brief explanation of the meaning of the ratings if this has previously been published by the rating provider. | Category C |
| Item 7.4 | Where the summary is substituted in part with the information set out in points (c) to (i) of paragraph 3 of Article 8 of Regulation (EU) No 1286/2014, all such information to the extent it is not already disclosed elsewhere in the securities note, must be disclosed. | Category C |
ANNEX 15
| 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. | Category A |
| 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. | Category A |
| 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. | Category A |
| 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. | Category C |
| 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]; and (d) investors should make their own assessment as to the suitability of investing in the securities. | Category A |
| 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’. Risks to be disclosed shall include: (a) those resulting from the level of subordination of a security and the impact on the expected size or timing of payments to holders of the securities under bankruptcy, or any other similar procedure, including, where relevant, the insolvency of a credit institution or its resolution or restructuring in accordance with Directive 2014/59/EU; (b) in cases where the securities are guaranteed, the specific and material risks related to the guarantor to the extent they are relevant to its ability to fulfil its commitment under the guarantee. 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. | Category A |
| SECTION 3 | ESSENTIAL INFORMATION | |
| Item 3.1 | Interest of natural and legal persons involved in the issue. A description of any interest, including a conflict of interest that is material to the issue, detailing the persons involved and the nature of the interest. | Category C |
| Item 3.2 | The use and estimated net amount of the proceeds. | Category C |
| SECTION 4 | INFORMATION CONCERNING THE SECURITIES TO BE ADMITTED TO TRADING | |
| Item 4.1 | Total amount of securities being admitted to trading. | Category C |
| Item 4.2 | (a) A description of the type and the class of the securities being admitted to trading; | Category B |
| (b) The international security identification number (‘ISIN’). | Category C | |
| Item 4.3 | Legislation under which the securities have been created. | Category A |
| Item 4.4 | (a) An indication of whether the securities are in registered or bearer form and whether the securities are in certificated or book-entry form. | Category A |
| (b) In the case of securities registered in book-entry form, the name and address of the entity in charge of keeping the records. | Category C | |
| Item 4.5 | Currency of the securities issue. | Category C |
| Item 4.6 | The relative seniority of the securities in the issuer’s capital structure in the event of insolvency, including, where applicable, information on the level of subordination of the securities and the potential impact on the investment in the event of a resolution under Directive 2014/59/EU. | Category A |
| Item 4.7 | A description of the rights, including any limitations of these, attached to the securities and procedure for the exercise of said rights. | Category B |
| Item 4.8 | (a) The nominal interest rate; | Category C |
| (b) the provisions relating to interest payable; | Category B | |
| (c) the date from which interest becomes payable; | Category C | |
| (d) the due dates for interest; | Category C | |
| (e) the time limit on the validity of claims to interest and repayment of principal. | Category B | |
| Where the rate is not fixed: | ||
| (a) a statement setting out the type of underlying; | Category A | |
| (b) a description of the underlying on which the rate is based; | Category C | |
| (c) the method used to relate the rate with the underlying; | Category B | |
| (d) a description of any market disruption or settlement disruption events that affect the underlying; | Category B | |
| (e) any adjustment rules with relation to events concerning the underlying; | Category C | |
| (f) the name of the calculation agent. | Category C | |
| Item 4.9 | (a) Maturity date. | Category C |
| (b) Details of the arrangements for the amortisation of the loan, including the repayment procedures. Where advance amortisation is contemplated, on the initiative of the issuer or of the holder, it shall be described, stipulating amortisation terms and conditions. | Category B | |
| Item 4.10 | An indication of yield. | Category C |
| Item 4.11 | Representation of debt security holders including an identification of the organisation representing the investors and provisions applying to such representation. Indication of the website where investors may have free access to the contracts relating to these forms of representation. | Category B |
| Item 4.12 | A statement of the resolutions, authorisations and approvals by virtue of which the securities have been created and/or issued. | Category C |
| Item 4.13 | The issue date of the securities. | Category C |
| Item 4.14 | A description of any restrictions on the transferability of the securities. | Category A |
| Item 4.15 | 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. | Category C |
| SECTION 5 | ADMISSION TO TRADING AND DEALING ARRANGEMENTS | |
| Item 5.1 | (a) An indication of the regulated market, or other third country market, SME Growth Market or MTF where the securities will be traded and for which a prospectus has been published. | Category B |
| (b) If known, give the earliest dates on which the securities will be admitted to trading. | Category C | |
| Item 5.2 | Name and address of any paying agents and depository agents in each country. | Category C |
| SECTION 6 | EXPENSE OF THE ADMISSION TO TRADING | |
| Item 6.1 | An estimate of the total expenses related to the admission to trading. | Category C |
| SECTION 7 | ADDITIONAL INFORMATION | |
| Item 7.1 | If advisors are referred to in the Securities Note, a statement of the capacity in which the advisors have acted. | Category C |
| Item 7.2 | An indication of other information in the Securities Note which has been audited or reviewed by auditors and where auditors have produced a report. Reproduction of the report or, with permission of the competent authority, a summary of the report. | Category A |
| Item 7.3 | Credit ratings assigned to the securities at the request or with the cooperation of the issuer in the rating process. A brief explanation of the meaning of the ratings if this has previously been published by the rating provider. | Category C |
ANNEX 16
| 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. | Category A |
| 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. | Category A |
| 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. | Category A |
| 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. | Category C |
| 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; and (e) that the [securities note/prospectus] has been drawn up as a simplified prospectus in accordance with Article 14 of Regulation (EU) 2017/1129. | Category A |
| 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’. Risks to be disclosed shall include: (a) those resulting from the level of subordination of a security and the impact on the expected size or timing of payments to holders of the securities under bankruptcy, or any other similar procedure, including, where relevant, the insolvency of a credit institution or its resolution or restructuring in accordance with Directive 2014/59/EU; (b) in cases where the securities are guaranteed, the specific and material risks related to the guarantor to the extent they are relevant to its ability to fulfil its commitment under the guarantee. 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. | Category A |
| 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. | Category C |
| Item 3.2 (Retail only) | Reasons for the offer to the public or for the admission to trading if different from making profit and/or hedging certain risks. In case of an offer to the public, disclosure of the estimated total expenses of the issue/offer and the estimated net amount of the proceeds. These expenses and proceeds shall be 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. | Category C |
| Item 3.3 (Wholesale only) | Reasons for the issuance if different from making profit and/or hedging certain risks | Category C |
| SECTION 4 | INFORMATION CONCERNING THE SECURITIES TO BE OFFERED/ADMITTED TO TRADING | |
| Item 4.1 | (a) a description of the type, class and amount of the securities being offered to the public and/or admitted to trading; (b) the international security identification number (‘ISIN’) of the securities being offered to the public and/or admitted to trading. | Category B Category C |
| Item 4.2 | Currency of the securities issue. | Category C |
| 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. | Category C |
| Item 4.4 | A description of any restrictions on the transferability of the securities. | Category B |
| Item 4.5 (Retail only) | 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. | Category A |
| 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. | Category C |
| Item 4.7 | The relative seniority of the securities in the issuer’s capital structure in the event of insolvency, including, where applicable, information on the level of subordination of the securities and the potential impact on the investment in the event of a resolution under Directive 2014/59/EU. | Category A |
| Item 4.8 | A description of the rights attached to the securities, including any limitations of those rights. | Category B |
| Item 4.9 | (a) The nominal interest rate; | Category C |
| (b) the provisions relating to interest payable; | Category B | |
| (c) the date from which interest becomes payable and the due dates for interest. | Category C | |
| (d) the time limit on the validity of claims to interest and repayment of principal. | Category B | |
| Where the rate is not fixed: | ||
| (a) a statement setting out the type of underlying; | Category A | |
| (b) a description of the underlying on which the rate is based and of the method used to relate the rate with the underlying; | Category C | |
| (c) in the case of retail non-equity securities, an indication where information about the past and the future performance of the underlying and its volatility can be obtained; | Category C | |
| (d) a description of any market disruption or settlement disruption events that affect the underlying; | Category B | |
| (e) any adjustment rules with relation to events concerning the underlying; | Category B | |
| (f) the name of the calculation agent; | Category C | |
| (g) in the case of retail non-equity securities, if the security has a derivative component in the interest payment, a clear and comprehensive explanation to help investors understand how the value of their investment is affected by the value of the underlying instrument(s), especially under the circumstances when the risks are most evident,. | Category B | |
| Item 4.10 | (a) Maturity date. | Category C |
| (b) Details of the arrangements for the amortisation of the loan, including the repayment procedures. Where advance amortisation is contemplated, on the initiative of the issuer or of the holder, it shall be described, stipulating amortisation terms and conditions. | Category B | |
| Item 4.11 | (a) An indication of yield. | Category C |
| (b) In the case of retail non-equity securities, description of the method of how the yield is calculated in summary form. | Category B | |
| Item 4.15 | Representation of debt securities holders including an identification of the organisation representing the investors and provisions applying to such representation. Indication of the website where the public may have free access to the contracts relating to these forms of representation. | Category B |
| Item 4.16 | Where there is no offer, the issue date of the securities. | Category C |
| SECTION 5 | TERMS AND CONDITIONS OF THE OFFER (RETAIL ONLY) | |
| 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. | Category C |
| 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. | Category C |
| Item 5.1.3 | A description of the possibility to reduce subscriptions and the manner for refunding amounts paid in excess by applicants. | Category C |
| Item 5.1.4 | Details of the minimum and/or maximum amount of application (whether in number of securities or aggregate amount to invest). | Category C |
| Item 5.1.5 | Method and time limits for paying up the securities and for delivery of the securities. | Category C |
| Item 5.1.6 | A full description of the manner and date in which results of the offer are to be made public. | Category C |
| 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. | Category C |
| Item 5.1.8 | Total amount of the issue/offer; 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 prospectus, the prospectus shall specify that acceptances of the purchase of 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. | Category C |
| Item 5.2 | Plan of distribution and allotment | |
| Item 5.2.1 | Process notifying applicants of the amount allotted and an indication whether dealing may begin before notification is made. | Category C |
| Item 5.3 | Pricing | |
| Item 5.3.1 | (a) an indication of the price at which the securities will be offered; or | Category C |
| (b) a description of the method for determining the price and the process for its disclosure. | Category B | |
| (c) Indication of the amount of any expenses and taxes charged to the subscriber or purchaser. Where the issuer is subject to Regulation (EU) No 1286/2014 or Directive 2014/65/EU and to the extent that they are known, include those expenses contained in the price. | Category C | |
| 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 | Category C |
| Item 5.4.2 | Name and address of any paying agents and depository agents in each country. | Category C |
| 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. | Category C |
| Item 5.4.4 | When the underwriting agreement has been or will be reached. | Category C |
| 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. | Category B |
| Item 6.2 (Retail only) | 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. | Category C |
| Item 6.3 (Retail only) | The issue price of the securities. | Category C |
| Item 6.4 (Wholesale only) | An estimate of the total expenses related to the admission to trading. | Category C |
| Item 6.5 | Name and address of any paying agents and depositary agents in each country. | Category C |
| SECTION 7 | ADDITIONAL INFORMATION | |
| Item 7.1 | If advisors connected with an issue are referred to in the securities note, a statement of the capacity in which the advisors have acted. | Category C |
| Item 7.2 | 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. | Category A |
| Item 7.3 (Retail only) | Credit ratings assigned to the securities at the request or with the cooperation of the issuer in the rating process. A brief explanation of the meaning of the ratings if this has previously been published by the rating provider. | Category C |
| Item 7.3.a (Retail only) | Where the summary is substituted in part with the information set out in points (c) to (i) of paragraph 3 of Article 8 of Regulation (EU) No 1286/2014, all such information must be disclosed to the extent it is not already disclosed elsewhere in the securities note. | Category C |
| Item 7.4 (Wholesale only) | An estimate of the total expenses related to the admission to trading. | Category C |
| Item 7.5 (Wholesale only) | Credit ratings assigned to the securities at the request or with the cooperation of the issuer in the rating process. | Category C |
ANNEX 17
| SECTION 1 | RISK FACTORS | |
|---|---|---|
| Item 1.1 | Prominent disclosure of risk factors that are material to the securities being offered and/or admitted to trading in order to assess the market risk associated with these securities in a section headed ‘Risk Factors’. If applicable, this must include a risk warning to the effect that investors may lose the value of their entire investment or part of it, as the case may be, and, if the investor’s liability is not limited to the value of his investment, a statement of that fact, together with a description of the circumstances in which such additional liability arises and the likely financial effect. | Category A |
| SECTION 2 | INFORMATION CONCERNING THE SECURITIES TO BE OFFERED/ADMITTED TO TRADING | |
| Item 2.1 | Information concerning the securities | |
| Item 2.1.1 | A clear and comprehensive explanation to help investors understand how the value of their investment is affected by the value of the underlying instrument(s), especially in the circumstances where the risks are most evident, unless the securities have a denomination per unit of at least EUR 100 000 , or can only be acquired for at least EUR 100 000 per security, or are to be traded on a regulated market or a specific segment of a regulated market to which only qualified investors can have access. | Category B |
| Item 2.1.2 | The expiration or maturity date of the derivative securities and their exercise date or final reference date. | Category C |
| Item 2.1.3 | A description of the settlement procedure of the derivative securities. | Category B |
| Item 2.1.4 | A description of: | |
| (a) how any return on derivative securities takes place; | Category B | |
| (b) the payment or delivery date; | Category C | |
| (c) the way it is calculated. | Category B | |
| Item 2.2 | Information concerning the underlying | |
| Item 2.2.1 | The exercise price or the final reference price of the underlying. | Category C |
| Item 2.2.2 | A statement setting out the type of the underlying. | Category A |
| Details of where information on the underlying can be obtained including an indication of where information about the past and the future performance of that underlying and its volatility can be obtained by electronic means, and whether or not it can be obtained free of charge. | Category C | |
| Where the underlying is a security: | ||
| (a) the name of the issuer of the security; | Category C | |
| (b) the international security identification number (‘ISIN’); | Category C | |
| where the underlying is a reference entity or reference obligation (for credit-linked securities): | ||
| (a) where the reference entity or reference obligation comprises of a single entity or obligation, or in the case of a pool of underlying where a single reference entity or reference obligation represents 20 % or more of the pool: | ||
| (i) if the reference entity (or issuer of the reference obligation) has no securities admitted to trading on a regulated market, equivalent third country market or SME Growth Market, so far as the issuer is aware and/or able to ascertain from information published by the reference entity (or by the issuer of the reference obligation), information relating to the reference entity (or to the issuer of the reference obligation) as if it were the issuer (in accordance with the registration document for wholesale non-equity securities); | Category A | |
| (ii) if the reference entity (or the issuer of the reference obligation) has securities already admitted to trading on a regulated market, equivalent third country market or SME Growth Market, so far as the issuer is aware and/or able to ascertain from information published by the reference entity (or by the issuer of the reference obligation), its name, ISIN, address, country of incorporation, industry or industries in which the reference entity (or the issuer of the reference obligation) operates and the name of the market in which its securities are admitted. | Category C | |
| (b) in the case of a pool of underlying, where a single reference entity or reference obligation represents less than 20 % of the pool: | ||
| (i) the names of the reference entities or issuers of the reference obligation; and | Category C | |
| (ii) the ISIN. | Category C | |
| Where the underlying is an index: | ||
| (a) the name of the index; | Category C | |
| (b) a description of the index if it is composed by the issuer or by any legal entity belonging to the same group; | Category A | |
| (c) a description of the index provided by a legal entity or a natural person acting in association with, or on behalf of, the issuer, unless the prospectus contains the following statements: (i) the complete set of rules of the index and information on the performance of the index are freely accessible on the issuer’s or on the index provider’s website; (ii) the governing rules (including methodology of the index for the selection and the re-balancing of the components of the index, description of market disruption events and of adjustment rules) are based on predetermined and objective criteria. | Category B | |
| Points (b) and (c) do not apply where the administrator of the index is included in the public register maintained by ESMA under Article 36 of Regulation (EU) 2016/1011 (1). | ||
| (d) Where the index is not composed by the issuer, an indication of where information about the index can be obtained. | Category C | |
| Where the underlying is an interest rate, a description of the interest rate. | Category C | |
| Where the underlying does not fall within the categories specified above, the securities note shall contain equivalent information. | Category C | |
| Where the underlying is a basket of underlying, a disclosure for each underlying as described above and disclosure of the relevant weightings of each underlying in the basket. | Category C | |
| Item 2.2.3 | A description of any market disruption or settlement disruption or credit events that affect the underlying. | Category B |
| Item 2.2.4 | Adjustment rules with relation to events concerning the underlying. | Category B |
| SECTION 3 | ADDITIONAL INFORMATION | |
| Item 3.1 | An indication in the prospectus whether or not the issuer intends to provide post issuance information. Where the issuer has indicated that it intends to report such information, the issuer shall specify in the prospectus what information will be reported and where such information can be obtained. | Category C |
| (1) Regulation (EU) 2016/1011 of the European Parliament and of the Council of 8 June 2016 on índices used as benchmarks in financial instruments and financial contracts or to measure the performance of investment funds and amending Directives 2008/48/EC and 2014/17/EU and Regulation (EU) No 596/2014 (OJ L 171, 29.6.2016, p. 1) . |
ANNEX 18
| SECTION 1 | DESCRIPTION OF THE UNDERLYING SHARE | |
|---|---|---|
| Item 1.1 | Description of the type and the class of the shares. | Category A |
| Item 1.2 | Legislation under which the shares have been or will be created. | Category A |
| Item 1.3 | (a) Indication whether the securities are in registered form or bearer form and whether the securities are in certificated form or book-entry form. | Category A |
| (b) In the case of securities registered in book-entry form, the name and address of the entity in charge of keeping the records. | Category C | |
| Item 1.4 | Indication of the currency of the shares issue | Category A |
| Item 1.5 | A description of the rights, including any limitations of these, attached to the securities 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. | Category A |
| Item 1.6 | In the case of new issues, a statement of the resolutions, authorisations and approvals by virtue of which the shares have been or will be created and/or issued and indication of the issue date. | Category C |
| Item 1.7 | Where and when the shares will be or have been admitted to trading. | Category C |
| Item 1.8 | Description of any restrictions on the transferability of the shares. | Category A |
| Item 1.9 | Statement on the existence of any national legislation on takeovers applicable to the issuer which may frustrate such takeovers, if any. Brief description of the shareholders’ rights and obligations in case of mandatory takeover bid, squeeze-out or sell-out. | Category A |
| Item 1.10 | 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. | Category C |
| Item 1.11 | 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; | Category C | |
| (b) the net asset value per share as of the date of the latest balance before the public offer (selling offer and/or capital increase) and the offering price per share within that public offer. | Category C | |
| SECTION 2 | INFORMATION TO BE PROVIDED WHERE THE ISSUER OF THE UNDERLYING IS AN ENTITY BELONGING TO THE SAME GROUP | Category C |
| Item 2.1 | When the issuer of the underlying is an entity belonging to the same group, the information to provide on this issuer is the one required by the registration document for equity securities or, if applicable, the registration document for secondary issuances of equity securities or the EU Growth registration document for equity securities. | Category A |
ANNEX 19
| SECTION 1 | THE SECURITIES | |
|---|---|---|
| Item 1.1 | A statement that a notification has been, or is intended to be communicated to ESMA, as regards simple, transparent and standardised securitisation (‘STS’) compliance, where applicable. This should be accompanied by an a explanation of the meaning of such notification together with a reference or hyperlink to ESMA’s data base indicating that the STS-notification is available for download there if deemed necessary. | Category A |
| Item 1.2 | Where the prospectus includes a statement that the transaction is STS compliant, a warning that the STS status of a transaction is not static and that investors should verify the current status of the transaction on ESMA’s website. | Category B |
| Item 1.3 | The minimum denomination of an issue. | Category C |
| Item 1.4 | Where information is disclosed about an undertaking/obligor which is not involved in the issue, provide a confirmation that the information relating to the undertaking/obligor has been accurately reproduced from information published by the undertaking/obligor. So far as the issuer is aware and is able to ascertain from information published by the undertaking/obligor no facts have been omitted which would render the reproduced information misleading. In addition, identify the source(s) of information in the securities note that has been reproduced from information published by an undertaking/obligor. | Category C |
| SECTION 2 | THE UNDERLYING ASSETS | |
| Item 2.1 | Confirmation that the securitised assets backing the issue have characteristics that demonstrate capacity to produce funds to service any payments due and payable on the securities. | Category A |
| Item 2.2 | In respect of a pool of discrete assets backing the issue: | |
| Item 2.2.1 | The legal jurisdiction by which the pool of assets is governed. | Category C |
| Item 2.2.2 | (a) In the case of a small number of easily identifiable obligors a general description of each obligor. | Category C |
| (b) In all other cases, a description of the general characteristics of the obligors and the economic environment. | Category B | |
| (c) In relation to those obligors referred to in point (b), any global statistical data referred to the securitised assets. | Category C | |
| Item 2.2.3 | The legal nature of the assets. | Category C |
| Item 2.2.4 | The expiry or maturity date(s) of the assets. | Category C |
| Item 2.2.5 | The amount of the assets. | Category C |
| Item 2.2.6 | Loan to value ratio or level of collateralisation. | Category B |
| Item 2.2.7 | The method of origination or creation of the assets, and for loans and credit agreements, the principal lending criteria and an indication of any loans which do not meet these criteria and any rights or obligations to make further advances. | Category B |
| Item 2.2.8 | An indication of significant representations and collateral given to the issuer relating to the assets. | Category C |
| Item 2.2.9 | Any rights to substitute the assets and a description of the manner in which and the type of assets which may be so substituted; if there is any capacity to substitute assets with a different class or quality of assets a statement to that effect together with a description of the impact of such substitution. | Category B |
| Item 2.2.10 | A description of any relevant insurance policies relating to the assets. Any concentration with one insurer must be disclosed if it is material to the transaction. | Category B |
| Item 2.2.11 | Where the assets comprise obligations of 5 or fewer obligors which are legal persons or are guaranteed by 5 or fewer legal persons or where an obligor or entity guaranteeing the obligations accounts for 20 % or more of the assets, or where 20 % or more of the assets are guaranteed by a single guarantor, so far as the issuer is aware and/or is able to ascertain from information published by the obligor(s) or guarantor(s) indicate either of the following: | |
| (a) information relating to each obligor or guarantor as if it were an issuer drafting a registration document for non-equity securities with an individual denomination of at least EUR 100 000 and/or that are to be traded only on a regulated market, or a specific segment thereof, to which only qualified investors can have access for the purposes of trading in such securities; | Category A | |
| (b) if an obligor or guarantor has securities already admitted to trading on a regulated or equivalent third country market or SME Growth Market its name, address, country of incorporation, significant business activities/investment policy and the name of the market in which its securities are admitted. | Category C | |
| Item 2.2.12 | If a relationship exists that is material to the issue, between the issuer, guarantor and obligor, details of the principal terms of that relationship. | Category C |
| Item 2.2.13 | Where the assets comprise obligations that are traded on regulated or equivalent third country market or SME Growth Market, a brief description of the securities, the market and an electronic link where the documentation in relation to the obligations can be found on the regulated or equivalent third country market or SME Growth Market. | Category C |
| Item 2.2.14 | Where the assets comprise obligations that are not traded on a regulated or equivalent third country market or SME Growth Market, a description of the principal terms and conditions in relation to the obligations. | Category B |
| Item 2.2.15 | Where the assets comprise equity securities that are admitted to trading on a regulated or equivalent third country market or SME Growth Market indicate the following: | Category C |
| (a) a description of the securities; | ||
| (b) a description of the market on which they are traded including its date of establishment, how price information is published, an indication of daily trading volumes, information as to the standing of the market in the country, the name of the market’s regulatory authority and an electronic link where the documentation in relation to the securities can be found on the regulated or equivalent third country market or SME Growth Market; | Category C | |
| (c) the frequency with which prices of the relevant securities, are published. | Category C | |
| Item 2.2.16 | Where more than 10 % of the assets comprise equity securities that are not traded on a regulated or equivalent third country market or SME Growth Market, a description of those equity securities and equivalent information to that contained in the registration document for equity securities or where applicable, the registration document for securities issued by closed-end collective investment undertakings in respect of each issuer of those securities. | Category A |
| Item 2.2.17 | Where a material portion of the assets are secured on or backed by real property, a valuation report relating to the property setting out both the valuation of the property and cash flow/income streams. Compliance with this disclosure is not required if the issue is of securities backed by mortgage loans with property as security, where there has been no revaluation of the properties for the purpose of the issue, and it is clearly stated that the valuations quoted are as at the date of the original initial mortgage loan origination. | Category A |
| Item 2.3 | In respect of an actively managed pool of assets backing the issue: | |
| Item 2.3.1 | Equivalent information to that contained in items 2.1 and 2.2 to allow an assessment of the type, quality, sufficiency and liquidity of the asset types in the portfolio which will secure the issue. | See items 2.1 and 2.2 |
| Item 2.3.2 | The parameters within which investments can be made, the name and description of the entity responsible for such management including a description of that entity’s expertise and experience, a summary of the provisions relating to the termination of the appointment of such entity and the appointment of an alternative management entity and a description of that entity’s relationship with any other parties to the issue. | Category A |
| Item 2.4 | Where an issuer proposes to issue further securities backed by the same assets, a prominent statement to that effect and unless those further securities are fungible with or are subordinated to those classes of existing debt, a description of how the holders of that class will be informed. | Category C |
| SECTION 3 | STRUCTURE AND CASH FLOW | |
| Item 3.1 | Description of the structure of the transaction containing an overview of the transaction and the cash flows, including a structure diagram. | Category A |
| Item 3.2 | Description of the entities participating in the issue and description of the functions to be performed by them in addition to information on the direct and indirect ownership or control between those entities. | Category A |
| Item 3.3 | Description of the method and date of the sale, transfer, novation or assignment of the assets or of any rights and/or obligations in the assets to the issuer or, where applicable, the manner and time period in which the proceeds from the issue will be fully invested by the issuer. | Category B |
| Item 3.4 | An explanation of the flow of funds including: | |
| Item 3.4.1 | (a) how the cash flow from the assets will meet the issuer’s obligations to holders of the securities, including, if necessary: | Category A |
| (b) a financial service table and a description of the assumptions used in developing that table; | Category C | |
| Item 3.4.2 | information on any credit enhancements, an indication of where potentially material liquidity shortfalls may occur and the availability of any liquidity supports and indication of provisions designed to cover interest/principal shortfall risks; | Category B |
| Item 3.4.3 | (a) the risk retention requirement applicable to the transaction, where applicable; | Category A |
| (b) the material net economic interest retained by the originator, the sponsor or the original lender (1); | Category C | |
| Item 3.4.4 | without prejudice to item 3.4.2, details of any subordinated debt finance; | Category C |
| Item 3.4.5 | an indication of any investment parameters for the investment of temporary liquidity surpluses and description of the parties responsible for such investment; | Category B |
| Item 3.4.6 | how payments are collected in respect of the assets; | Category A |
| Item 3.4.7 | the order of priority of payments made by the issuer to the holders of the class of securities in question; | Category A |
| Item 3.4.8 | details of any other arrangements upon which payments of interest and principal to investors are dependent; | Category B |
| Item 3.5 | the name, address and significant business activities of the originators of the securitised assets. | Category C |
| Item 3.6 | Where the return on, and/or repayment of the security is linked to the performance or credit of other assets or underlyings which are not assets of the issuer, for each such reference asset or underlying furnish one of the following; (a) disclosure in accordance with items 2.2 and 2.3; (b) where the principal is not at risk, the name of the issuer of the reference asset, the international security identification number (‘ISIN’), and an indication where information about the past and the current performance of the reference asset can be obtained; (c) where the reference asset is an index, parts 1 and 2 of Annex 17. | See Annex 17 |
| Item 3.7 | The name, address and significant business activities of the administrator, calculation agent or equivalent, together with a summary of the administrator’s/calculation agents responsibilities, their relationship with the originator or the creator of the assets and a summary of the provisions relating to the termination of the appointment of the administrator/calculation agent and the appointment of an alternative administrator/calculation agent; | Category C |
| Item 3.8 | The names and addresses and brief description of: | |
| (a) any swap counterparties and any providers of other material forms of credit/liquidity enhancement; | Category A | |
| (b) the banks with which the main accounts relating to the transaction are held. | Category C | |
| SECTION 4 | POST ISSUANCE REPORTING | |
| Item 4.1 | An indication in the prospectus of where the issuer is under an obligation to, or where the issuer intends to, provide post-issuance transaction information regarding securities to be admitted to trading and the performance of the underlying collateral. The issuer shall indicate what information will be reported, where such information can be obtained, and the frequency with which such information will be reported. | Category C |
| (1) This may change depending on the final securitisation regulation requirements. |
ANNEX 20
| SECTION 1 | CONTENTS OF PRO FORMA FINANCIAL INFORMATION |
|---|---|
| Item 1.1 | The pro forma financial information shall consist of: (a) an introduction setting out: (i) the purpose for which the pro forma financial information has been prepared, including a description of the transaction or significant commitment and the businesses or entities involved; (ii) the period or date covered by the pro forma financial information; (iii) the fact that the pro forma financial information has been prepared for illustrative purposes only; (iv) an explanation that: (i) the pro forma financial information illustrates the impact of the transaction as if the transaction had been undertaken at an earlier date; (ii) the hypothetical financial position or results included in the pro forma financial information may differ from the entity’s actual financial position or results; (b) a profit and loss account, a balance sheet or both, depending on the circumstances presented in a columnar format composed of: (i) historical unadjusted information; (ii) accounting policy adjustments, where necessary; (iii) pro forma adjustments; (iv) the results of the pro forma financial information in the final column; (c) accompanying notes explaining: (i) the sources from which the unadjusted financial information has been extracted and whether or not an audit or review report on the source has been published; (ii) the basis upon which the pro forma financial information is prepared; (iii) source and explanation for each adjustment; (iv) whether each adjustment in respect of a pro forma profit and loss statement is expected to have a continuing impact on the issuer or not; (d) where applicable, the financial information and interim financial information of the (or to be) acquired businesses or entities used in the preparation of the pro forma financial information must be included in the prospectus. |
| SECTION 2 | PRINCIPLES IN PREPARING AND PRESENTING PRO FORMA FINANCIAL INFORMATION |
| Item 2.1 | The pro forma financial information shall be identified as such in order to distinguish it from historical financial information. The pro forma financial information must be prepared in a manner consistent with the accounting policies adopted by the issuer in its last or next financial statements. |
| Item 2.2 | Pro forma information may only be published in respect of: (a) the last completed financial period; and/or (b) the most recent interim period for which relevant unadjusted information has been published or are included in the registration document/prospectus. |
| Item 2.3 | Pro forma adjustments must comply with the following: (a) be clearly shown and explained; (b) present all significant effects directly attributable to the transaction; (c) be factually supportable. |
| SECTION 3 | REQUIREMENTS FOR AN ACCOUNTANT/AUDIT REPORT |
| The prospectus shall include a report prepared by the independent accountants or auditors stating that in their opinion: (a) the pro forma financial information has been properly compiled on the basis stated; (b) that the basis referred to in (a) is consistent with the accounting policies of the issuer. |
ANNEX 21
| SECTION 1 | NATURE OF THE GUARANTEE |
|---|---|
| A description of any arrangement intended to ensure that any obligation material to the issue will be duly serviced, whether in the form of guarantee, surety, Keep well Agreement, Mono-line Insurance policy or other equivalent commitment (‘guarantees’) and their provider (‘guarantor’). Such arrangements encompass commitments, including those under conditions, to ensure that the obligations to repay non-equity securities and/or the payment of interest are fulfilled and their description shall set out how the arrangement is intended to ensure that the guaranteed payments will be duly serviced. | |
| SECTION 2 | SCOPE OF THE GUARANTEE |
| Details shall be disclosed about the terms and conditions and scope of the guarantee. These details should cover any conditionality on the application of the guarantee in the event of any default under the terms of the security and the material terms of any Mono-line Insurance or Keep well Agreement between the issuer and the guarantor. Details must also be disclosed of any guarantor’s power of veto in relation to changes to the security holder’s rights, such as is often found in Mono-line Insurance. | |
| SECTION 3 | INFORMATION TO BE DISCLOSED ABOUT THE GUARANTOR |
| The guarantor must disclose information about itself as if it were the issuer of that same type of security that is the subject of the guarantee. | |
| SECTION 4 | DOCUMENTS AVAILABLE |
| Indication of the website where the public may have access to the material contracts and other documents relating to the guarantee. |
ANNEX 22
| SECTION 1 | INFORMATION TO BE PROVIDED REGARDING CONSENT BY THE ISSUER OR PERSON RESPONSIBLE FOR DRAWING UP THE PROSPECTUS | |
|---|---|---|
| Item 1.1 | Express consent by the issuer or person responsible for drawing up the prospectus to the use of the prospectus and a statement that such person accepts responsibility for the content of the prospectus also with respect to the subsequent resale or final placement of securities by any financial intermediary which was given consent to use the prospectus. | Category A |
| Item 1.2 | Indication of the period for which consent to use the prospectus is given. | Category A |
| Item 1.3 | Indication of the offer period upon which subsequent resale or final placement of the securities by financial intermediaries can be made. | Category C |
| Item 1.4 | Indication of the Member States in which the financial intermediaries may use the prospectus for subsequent resale or final placement of the securities. | Category A |
| Item 1.5 | Any other clear and objective conditions attached to the consent which are relevant for the use of the prospectus. | Category C |
| Item 1.6 | Notice in bold informing investors that, in the event of an offer being made by a financial intermediary, the financial intermediary will provide information to investors on the terms and conditions of the offer at the time the offer is made. | Category A |
| SECTION 2A | ADDITIONAL INFORMATION TO BE PROVIDED WHERE CONSENT IS GIVEN TO ONE OR MORE SPECIFIED FINANCIAL INTERMEDIARIES | |
| Item 2A.1 | List and identify (name and address) the financial intermediary or intermediaries that are allowed to use the prospectus. | Category C |
| Item 2A.2 | Indication of how any new information with respect to the financial intermediaries, unknown at the time of the approval of the prospectus, the base prospectus or the filing of the final terms, as the case may be, is to be published and where it can be found. | Category A |
| SECTION 2B | ADDITIONAL INFORMATION TO BE PROVIDED WHERE CONSENT IS GIVEN TO ALL FINANCIAL INTERMEDIARIES | |
| Item 2B.1 | Notice in bold informing investors that any financial intermediary using the prospectus has to state on its website that it uses the prospectus in accordance with the consent and the conditions attached thereto. | Category A |
ANNEX 23
| SECTION 1 | INTRODUCTION |
|---|---|
| Item 1.1 | Name and international securities identification number (‘ISIN’) of the securities. |
| Item 1.2 | Identity and contact details of the issuer, including its legal entity identifier (‘LEI’). |
| Item 1.3 | Identity and contact details of the competent authority that approved the prospectus and, where different, the competent authority that approved the registration document. |
| Item 1.4 | Date of approval of the EU Growth prospectus. |
| Item 1.5 | Warnings |
| Item 1.5.1 | Statements by the issuer with regard to the following: (a) the summary should be read as an introduction to the EU Growth prospectus and that any decision to invest in the securities should be based on a consideration of the EU Growth prospectus as a whole by the investor; (b) where applicable, that the investor could lose all or part of the invested capital and, where the investor’s liability is not limited to the amount of the investment, a warning that the investor could lose more than the invested capital and the extent of such potential loss; (c) where a claim relating to the information contained in an EU Growth prospectus is brought before a court, the plaintiff investor may, under the national law of the Member States, have to bear the costs of translating the EU Growth prospectus before the legal proceedings are initiated; (d) the fact that civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only where the summary is misleading, inaccurate or inconsistent when read together with the other parts of the EU Growth prospectus, or where it does not provide, when read together with the other parts of the EU Growth prospectus, key information in order to aid investors when considering whether to invest in such securities; (e) where applicable, the comprehension alert required in accordance with point (b) of Article 8(3) of Regulation (EU) No 1286/2014. |
| SECTION 2 | KEY INFORMATION ON THE ISSUER |
| Item 2.1 | Who is the issuer of the securities? |
| Item 2.1.1 | Information about the issuer: (a) its legal form, the law under which it operates and its country of incorporation; (b) its principal activities; (c) its controlling shareholder(s), including whether it is directly or indirectly controlled; (d) name of the Chief Executive Officer (or equivalent). |
| Item 2.2 | What is the key financial information regarding the issuer? |
| Item 2.2.1 | Key financial information presented for each financial year of the period covered by the historical financial information, and if included in the prospectus any subsequent interim financial period accompanied by comparative data from the same period in the prior financial year. The requirement for comparative balance sheet information shall be satisfied by presenting the year-end balance sheet information. The key financial information shall include financial measures, which appear in the prospectus. These financial measures should provide information on: (a) revenue, profitability, assets, capital structure and, where included in the prospectus, cash flows; and (b) key performance indicators, where included in the prospectus. The key financial information shall, where applicable, include: (c) condensed pro forma financial information and a brief explanation of what the pro forma financial information illustrates and the material adjustments done; (d) a brief description of any qualifications in the audit report relating to the historical financial information. |
| Item 2.3 | What are the key risks that are specific to the issuer? |
| Item 2.3.1 | A brief description of the most material risk factors specific to the issuer contained in the EU Growth prospectus, while not exceeding the total number of risk factors set out in Article 33(8) of this Regulation. |
| SECTION 3 | KEY INFORMATION ON THE SECURITIES |
| Item 3.1 | What are the main features of the securities? |
| Item 3.1.1 | Information about the securities: (a) their type and class; (b) where applicable, their currency, denomination, the number of securities issued and the term of the securities; (c) the rights attached to the securities; (d) the relative seniority of the securities in the issuer’s capital structure in the event of insolvency including, where applicable, information on the level of subordination of the securities; (e) where applicable, the dividend or pay-out policy. |
| Item 3.2 | Where will the securities be traded? |
| Item 3.2.1 | Where applicable, information as to whether the securities are or will be the subject to an application for admission to trading on an MTF or an SME Growth market, the identity of all the markets where the securities are or are to be traded and the details of the admission to trading on an MTF or an SME Growth market. |
| Item 3.3 | Is there a guarantee attached to the securities? (a) A brief description of the nature and scope of the guarantee; (b) a brief description of the guarantor, including its legal entity identifier (LEI); (c) the relevant key financial information for the purpose of assessing the guarantor’s ability to fulfil its commitments under the guarantee; (d) a brief description of the most material risk factors pertaining to the guarantor contained in the EU Growth prospectus in accordance with Article 16(3) of Regulation (EU) 2017/1129, while not exceeding the total number of risk factors set out in Article 33(8) of this Regulation. |
| Item 3.4 | What are the key risks that are specific to the securities? |
| Item 3.4.1 | A brief description of the most material risk factors specific to the securities contained in the EU Growth prospectus, while not exceeding the total number of risk factors set out in Article 33(8) of this Regulation. |
| SECTION 4 | KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC |
| Item 4.1 | Under which conditions and timetable can I invest in this security? Where applicable, the general terms, conditions and expected timetable of the offer, the plan for distribution, the amount and percentage of immediate dilution resulting from the offer and an estimate of the total expenses of the issue and/or offer, including estimated expenses charged to the investor by the issuer or the offeror. |
| Item 4.2 | Why is this EU Growth prospectus being produced? |
| Item 4.2.1 | A brief description of the reasons for the offer as well as, where applicable: (a) the use and estimated net amount of the proceeds; (b) where the offer is subject to an underwriting agreement on a firm commitment basis, state any portion not covered; (c) a description of any material conflict of interest pertaining to the offer or the admission to trading that are described in the prospectus. |
| Item 4.3 | Who is the offeror and/or the person asking for admission to trading? |
| Item 4.3.1 | If different from the issuer, a brief description of the offeror of the securities and/or the person asking for admission to trading on an MTF or an SME Growth Market, including its domicile and legal form, the law under which it operates and its country of incorporation. |
ANNEX 24
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