S.I. No. 324/2005 - Prospectus (Directive 2003/71/EC) Regulations 2005

TABLE OF CONTENTS

PART 1

PRELIMINARY AND GENERAL

PART 2

SECURITIES OUTSIDE THE AMBIT OF THESE REGULATIONS

PART 3

EXEMPTIONS FROM THE OBLIGATION TO PUBLISH A PROSPECTUS

PART 4

OBLIGATION TO PUBLISH A PROSPECTUS

PART 5

DRAWING UP OF THE PROSPECTUS - CONTENT, FORMAT AND VALIDITY

PART 6

RESPONSIBILITY ATTACHING TO THE PROSPECTUS

PART 7

APPROVAL OF THE PROSPECTUS

PART 8

PUBLICATION OF THE PROSPECTUS

PART 9

CROSS-BORDER OFFERS AND ADMISSIONS TO TRADING

PART 10

USE OF LANGUAGES

PART 11

ANNUAL INFORMATION DOCUMENT

PART 12

ADVERTISEMENTS

PART 13

COMPETENT AUTHORITY

PART 14

POWERS OF COMPETENT AUTHORITY

PART 15

ENFORCEMENT OF PROVISIONS

PART 16

PENALTIES, GENERAL AND OTHER MISCELLANEOUS PROVISIONS

SCHEDULE 1

RESPONSIBLE PERSONS

SCHEDULE 2

ADVERTISING PRINCIPLES

SCHEDULE 3

AMENDMENT OF EUROPEAN COMMUNITIES (STOCK EXCHANGE) REGULATIONS 1984

I, Micheál Martin, Minister for Enterprise, Trade and Employment, in exercise of the powers conferred on me by section 46 of the Investment Funds, Companies and Miscellaneous Provisions Act 2005 (No. 12 of 2005) and for the purpose of giving effect to Directive 2003/71/EC of the European Parliament and the Council of 4 November 2003 and for the other purposes mentioned in that section , hereby make the following regulations:

PART I PRELIMINARY AND GENERAL

Citation

1.

• (2) These Regulations shall come into operation on 1 July 2005.

• (3) These Regulations shall be construed as one with the Companies Acts 1963 to 2005.

Interpretation

2.

“Act of 2005” means the Investment Funds, Companies and Miscellaneous Provisions Act 2005 ;

“admission to trading” means admission of securities to trading on a regulated market and “admission to trading in the State” means admission of securities to trading on a regulated market situated or operating in the State;

“approval” means the positive act at the outcome of the scrutiny of the completeness of the prospectus by the competent authority of the Home Member State including the consistency of the information given and its comprehensibility and “approved” shall be construed accordingly;

“approved stock exchange” has the same meaning as it has in the Stock Exchange Act 1995 (No. 9 of 1995);

“Bank” means the Central Bank and Financial Services Authority of Ireland;

“base prospectus” means a prospectus containing all relevant information as specified in Regulations 19 and 20, and in case there is a supplement, Regulation 51, concerning the issuer and the securities to be offered to the public or admitted to trading, and, at the choice of the issuer, the final terms of the offering;

“collective investment undertaking other than the closed-end type” means unit trusts and investment companies:

• (a) the object of which is the collective investment of capital provided by the public and which operate on the principle of risk-spreading;

• (b) the units of which are, at the holder's request, repurchased or redeemed directly or indirectly, out of the assets of the undertaking;

“Community act” means an act adopted by an institution of the European Communities;

“company” includes any body corporate;

“competent authority of a Home Member State” means-

• (a) where the State is the Home Member State, the Bank, or

• (b) where the State is a Host Member State, the central competent administrative authority designated as such under the national law of the Home Member State for the purposes of the Directive;

“contravention” includes, in relation to any provision, a failure to comply with that provision and “contravene” shall be construed accordingly;

“Court” means the High Court;

“credit institution” means an undertaking as defined by Article 1(1)(a) of Directive 2000/12/EC of the European Parliament and of the Council of 20 March 2000 relating to the taking up and pursuit of the business of credit institutions;

“Directive” means Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003;

“EEA Agreement” means the Agreement on the European Economic Area signed at Oporto on 2 May 1992, as adjusted by the Protocol signed at Brussels on 17 March 1993;

“EEA State” means a state which is a contracting party to the EEA Agreement;

“enactment” includes an instrument made under an enactment;

“equity securities” means shares and other transferable securities equivalent to shares in companies, as well as any other type of transferable securities giving the right to acquire any of the aforementioned securities as a consequence of their being converted or the rights conferred by them being exercised, provided that securities of the latter type are issued by the issuer of the underlying shares or by an entity belonging to the group of the said issuer;

“EU prospectus law” has the same meaning as it has in the Act of 2005;

“functions” includes powers and duties and references to the performance of functions include, as respects the powers and duties, references to the exercise of the powers and the carrying out of the duties;

“Home Member State” means:

• (a) for all issuers incorporated or formed in a Member State save in respect of securities mentioned in paragraph (c) of this definition, the Member State where the issuer has its registered office,

• (b) for all issuers incorporated or formed in a state or territory which is not a Member State, save in respect of securities mentioned in paragraph (c) of this definition, the Member State where the securities are or were the subject of a public offer for the first time after 31 December 2003 or where the first application for admission to trading is or was made at the choice of the issuer, the offeror or the person asking for admission, as the case may be, subject to a subsequent election by such an issuer if the Home Member State was not determined by its choice (but by the choice of an offeror or a person seeking admission to trading) pursuant to this paragraph,

• (c) for:

• (i) any issues of non-equity securities whose denomination per unit amounts to at least €1,000,

• (ii) any issues of non-equity securities in a currency other than euro, whose denomination per unit amounts to at least €1,000 or the nearest practical equivalent thereto, and

• (iii) any issues of non-equity securities giving the right to acquire any transferable securities or to receive a cash amount, as a consequence of their being converted or the rights conferred by them being exercised, provided that the issuer of the non-equity securities is not the issuer of the underlying securities or an entity belonging to the group of the latter issuer,

the Member State where the issuer has its registered office, or where the securities were or are to be admitted to trading or where the securities are the subject of a public offer, at the choice of the relevant person;

“Host Member State” means the state where an offer to the public is made or admission to trading is sought, when different from the Home Member State;

“implementing measures” means any measures directly applicable in consequence of the Directive and, without prejudice to the generality of the foregoing, includes the Prospectus Regulation;

“in writing” includes by facsimile;

“Irish prospectus law” has the same meaning as it has in the Act of 2005;

“issuer” means a body corporate or other legal entity which issues or proposes to issue securities;

“market operator” means one or more persons who manage or operate the business of a regulated market (or who do both those things), and may be the regulated market itself;

“Member State” means a Member State of the European Union or an EEA State;

“Minister” means the Minister for Enterprise, Trade and Employment;

“non-equity securities” means all securities that are not equity securities;

“offering programme” means a plan which would permit the issuance of non-equity securities, including warrants in any form, of a similar type or class (or both), in a continuous or repeated manner during a specified issuing period;

“offer of securities to the public” or “public offer” means a communication to persons in any form and by any means, presenting sufficient information on the terms of the offer and the securities to be offered, so as to enable an investor to decide to purchase or subscribe for those securities or apply to purchase or subscribe for those securities and this definition shall be construed as -

• (a) being also applicable to the placing of securities through financial intermediaries,

and

• (b) as not being applicable to trading on a regulated market or any other market operated by an approved stock exchange;

“person making an offer” (or “offeror”) means a body corporate or other legal entity or an individual which or who makes an offer of securities to the public;

“prospectus” means the document or documents required to be published for the purposes of a public offer or admission to trading in accordance with EU prospectus law and includes where the context admits any supplement thereto;

“Prospectus Regulation” means Commission Regulation (EC) No. 809/2004 of 29 April 2004 implementing the Directive as regards information contained in prospectuses as well as the format, incorporation by reference and publication of such prospectuses and dissemination of advertisements;

“prospectus rules” means the rules for the time being made by the Bank under section 51 of the Act of 2005;

“publication”, means publication in accordance with the applicable requirements of EU prospectus law;

“qualified investors” means-

• (a) legal entities which are authorised or regulated to operate in the financial markets, including: credit institutions, investment firms, other authorised or regulated financial institutions, insurance companies collective investment schemes and their management companies pension funds and their management companies and commodity dealers,

• (b) entities not so authorised or regulated as mentioned in paragraph (a) of this definition whose corporate purpose is solely to invest in securities,

• (c) national and regional governments, central banks, international and supranational institutions exercising public or quasi-public functions such as the International Monetary Fund, the European Central Bank the European Investment Bank and other international organisations of a similar nature,

• (d) other legal entities which do not meet two of the three conditions specified in the definition of “small and medium-sized enterprises” in this Regulation,

• (e) natural persons and small and medium sized enterprises provided they are entered on the register maintained by the Bank pursuant to Regulation 3;

“regulated market” means a market as defined by Article 1(13) of Directive 93/22/EEC;

“relevant person” means an issuer, offeror or person seeking admission to trading as the case may be;

“securities” means transferable securities as defined by Article 1(4) of Directive 93/22/EEC with the exception of money market instruments as defined by Article 1(5) of Directive 93/22/EEC, having a maturity of less than 12 months;

“securities issued in a continuous or repeated manner” means issues on tap or at least two separate issues of securities of a similar type or class ( or both ) over a period of 12 months;

“small and medium-sized enterprises” means undertakings, which, according to their last annual or consolidated accounts, satisfy at least two of the following three conditions namely -

• (a) an average number of employees during the financial year of less than 250;

• (b) a total balance sheet not exceeding €43,000,000,

and

• (c) an annual net turnover not exceeding €50,000,000;

“summary” means a summary of a prospectus referred to in Regulation 21;

“supplement” means a supplement to a prospectus referred to in Regulation 51;

“units of a collective investment undertaking” means securities issued by a collective investment undertaking as representing the rights of the participants in such an undertaking over its assets;

“working day” means any day of the week ( other than a Saturday or a Sunday ) but does not include a public holiday ( within the meaning of the Organisation of Working Time Act 1997 ) or a Good Friday.

• (2) A word or expression that is used in these Regulations and is also used in the Directive shall have in these Regulations the same meaning as it has in the Directive unless the contrary intention appears.

• (3) A reference in these Regulations -

• (a) to any other enactment or to a Directive or Regulation of the Council or Commission of the European Communities shall, unless the context otherwise requires, be construed as a reference to that enactment Directive or Regulation as amended or extended by any other enactment or, as the case may be, Directive or Regulation of the Council or Commission of the European Communities, (including, in the case of an enactment, by a Regulation of these Regulations),

• (b) a reference to a Regulation or Part is a reference to a Regulation or Part of these Regulations, unless it is indicated that reference to some other provision is intended,

and

• (c) a reference to a paragraph, subparagraph or clause is a reference to a paragraph, subparagraph or clause of the provision in which the reference occurs, unless it is indicated that reference to some provision is intended.

• (4) If the securities the subject of a public offer or admission to trading are of the type described in paragraph (c) of the definition of “Home Member State” in paragraph (1) the Home Member State shall be determined in accordance with that paragraph (c).

• (5) In any case other than that referred to in paragraph (4), the Home Member State shall be determined (by reference to the issuer whose securities are being offered to the public or admitted to trading) in accordance with paragraph (a) or (b), as the case may be, of the definition of “Home Member State” in paragraph (1).

• (6) For the purpose of the definition of “offer of securities to the public” in this Regulation “communication” shall include an invitation to treat.

• (7) Where the total balance sheet amount of an undertaking falls to be determined for the purposes of the definition of “small and medium enterprises” in this Regulation and the accounts of the undertaking are denominated in a currency other than the Euro, the currency in which those accounts are stated shall be converted into the Euro at the rate prevailing at the end of the financial year to which they relate.

Register of Natural Persons and Small and Medium-Sized Enterprises as Qualified Investors

3.

“registrant” means a natural person or small or medium sized enterprise whose name is for the time being entered in the register;

“register” means the register referred to in Regulation 4(1).

4.

• (a) applies in writing for inclusion on the register in accordance with the prospectus rules, and

• (b) satisfies the conditions for inclusion on the register specified in paragraph (2) or (3), as appropriate.

• (2) The conditions for inclusion on the register in respect of a natural person are as follows:

• (a) he or she is resident in the State,

• (b) he or she meets at least two of the following requirements -

• (i) he or she has carried out transactions of a significant size on securities markets at an average frequency of, at least, 10 per quarter over the 4 quarters immediately prior to the application being made,

• (ii) the value of his or her securities portfolio exceeds €0.5 million,

• (iii) he or she works or has worked for at least one year in the financial sector in a professional position which requires knowledge of securities investment.

• (3) The condition for inclusion on the register in respect of a small and medium-sized enterprise is that it has its registered office in the State.

• (4) For the purposes of paragraph (2)(a) the question as to whether a natural person is resident in the State shall be determined in accordance with subsections (8) ( other than paragraph (b) thereof ), (9) and (10) of section 48 of the Companies (Amendment) ( No. 2 Act 1999.

• (5) For the purposes of paragraph (2)(b)(i) the question as to whether a transaction is of significant size shall be determined in accordance with the prospectus rules.

• (6) For the purposes of paragraph (2)(b)(iii) “financial sector” includes the entities referred to in paragraph (a) of the definition of “qualified investors” in Regulation 2.

5.

• (2) The Bank may require each registrant to demonstrate that he or she or it continues to satisfy the appropriate conditions referred to in Regulation 4, including, in the case of an enterprise, that it continues to fall within the definition of “small and medium-sized enterprises” in Regulation 2.

• (3) For the purpose of the registrant's demonstrating the matters referred to in paragraph (2), pursuant to a requirement made of the registrant thereunder, Regulation 4(2)(b)(i) shall apply as if for “the 4 quarters immediately prior to the application being made” in that provision there were substituted “the 4 quarters immediately prior to the requirement being made under Regulation 5(2)”.

• (4) The Bank shall delete from the register any registrant that fails to demonstrate to the Bank's reasonable satisfaction, pursuant to paragraph (2), that the registrant continues to satisfy the appropriate conditions referred to in Regulation 4, including, in the case of an enterprise, that it continues to fall within the definition of “small and medium-sized enterprises” in Regulation 2.

6.

• (a) take due care in respect of the security of the information and data provided to it by a natural person or small and medium-sized enterprise applying for inclusion on the register,

• (b) take appropriate measures to establish the bona fides of an issuer or offeror seeking to have made available to him, her or it information included on the register pursuant to Regulation 7,

• (c) update promptly the information and data relating to a registrant on the register when instructed by a registrant to do so,

• (d) upon notification in writing at any time from a registrant that the registrant no longer wishes to have his, her or its name included on the register the Bank shall, as soon as practicable after the notification delete the name from the register.

7.

• (2) Issuers and offerors shall only use the information made available to them under paragraph (1) for the purposes of making or contemplating the making of an offer of securities to be addressed to qualified investors in the State.

• (3) An issuer or offeror who or which fails to comply with paragraph (2) shall be guilty of an offence.

PART 2 SECURITIES OUTSIDE THE AMBIT OF THESE REGULATIONS

8.

• (a) units issued by collective investment undertakings other than the closed-end type,

• (b) non-equity securities issued by a Member State or by one of a Member State's regional or local authorities, by public international bodies of which one or more Member States are members, by the European Central Bank or by the central banks of the Member States,

• (c) shares in the capital of a central bank of a Member State,

• (d) securities unconditionally and irrevocably guaranteed by a Member State or by one of a Member State's regional or local authorities,

• (e) securities issued by associations with legal status or non-profit-making bodies, recognised by a Member State, with a view to their obtaining the means necessary to achieve their non-profit-making objectives,

• (f) non-equity securities issued in a continuous or repeated manner by credit institutions provided that these securities -

• (i) are not subordinated, convertible or exchangeable,

• (ii) do not give a right to subscribe to or acquire other types of securities and that they are not linked to a derivative instrument,

• (iii) materialise reception of repayable deposits,

• (iv) are covered by a deposit guarantee scheme under Directive 94/19/EC of the European Parliament and of the Council on deposit-guarantee schemes,

• (g) non-fungible shares of capital whose main purpose is to provide the holder with a right to occupy an apartment, or other form of immovable property or a part thereof and where the shares cannot be sold on without this right being given up;

• (h) securities included in an offer where the offer expressly limits the amount of the total consideration for the offer to less than €2,500,000,

• (i) “bostadsobligationer” issued repeatedly by credit institutions in Sweden whose main purpose is to grant mortgage loans, provided that -

• (i) the “bostadsobligationer” issued are of the same series,

• (ii) the “bostadsobligationer” are issued on tap during a specified issuing period,

• (iii) the terms and conditions of the “bostadsobligationer” are not changed during the issuing period,

• (iv) the sums deriving from the issue of the said “bostadsobligationer”, in accordance with the articles of association of the issuer, are placed in assets which provide sufficient coverage for the liability deriving from securities,

• (j) non-equity securities issued in a continuous or repeated manner by credit institutions where the total consideration of the offer is less than €50,000,000, which limit shall be calculated over a period of 12 months, provided that these securities -

• (i) are not subordinated, convertible or exchangeable,

• (ii) do not give a right to subscribe to or acquire other types of securities and that they are not linked to a derivative instrument.

• (2) For the purposes of paragraph (1)(e) an association or body is recognised by a Member State if it has been established by, under or pursuant to the national legislation of the Member State.

• (3) No offer of securities by an offeror or issuer shall be deemed to fall within paragraph (1)(h) unless the amount of the total consideration for the offer when aggregated with the consideration for all previous offers of securities of the same type in the issuer concerned made by the same offeror or issuer within the period of 12 months expiring on the date the offer is made is less than €2,500,000 (but excluding for the purposes of such aggregation any offer of securities made prior to the commencement of these Regulations).

• (4) For the purposes of any other enactment, it is declared that paragraph (3 provides the means by which the limit specified by paragraph (1)(h) is calculated.

• (5) Notwithstanding subparagraph (b), (d), (h), (i) or (j) of paragraph (1), where the State is the Home Member State a relevant person may draw up a prospectus in respect of the securities mentioned in that subparagraph and submit it to the Bank for approval in accordance with these Regulations and the other provisions of Irish prospectus law.

PART 3 EXEMPTIONS FROM THE OBLIGATION TO PUBLISH A PROSPECTUS

Excluded Offers

9.

• (a) an offer of securities addressed solely to qualified investors,

• (b) an offer of securities addressed to fewer than 100 persons, other than qualified investors,

• (c) an offer of securities addressed to investors where the minimum consideration payable pursuant to the offer is at least €50,000 per investor, for each separate offer,

• (d) an offer of securities whose denomination per unit amounts to at least €50,000,

• (e) an offer of securities where the offer expressly limits the amount of the total consideration for the offer to less than €100,000.

• (2) Any subsequent resale of securities which were previously the subject of an offer described in paragraph (1) shall be regarded as a separate offer for the purposes of determining whether it is an offer of securities to the public within the meaning of these Regulations.

• (3) The obligation to publish a prospectus pursuant to Regulation 12 shall apply to the placement of securities through financial intermediaries, if none of subparagraphs (a) to (e) of paragraph (1) apply at the final placement.

• (4) No offer of securities shall be deemed to come within paragraph (1)(e) unless the amount of the total consideration for the offer when aggregated with the consideration for all previous offers of securities of the same type in the issuer concerned made by the same offeror or issuer within the period of 12 months expiring on the date the offer is made is less than €100,000 (but excluding for the purpose of such aggregation any offer of securities made prior to the commencement of these Regulations).

10.

• (a) shares issued in substitution for shares of the same class already issued if the issuing of such new shares does not involve any increase in the issued capital,

• (b) securities offered in connection with a takeover by means of an exchange offer, provided that a document is available containing information which is regarded by the Bank as being equivalent to that of a prospectus, taking into account the requirements of any Community act,

• (c) securities offered, allotted or to be allotted in connection with a merger provided that a document is available containing information which is regarded by the Bank as being equivalent to that of a prospectus, taking into account the requirements of any Community act,

• (d) shares offered, allotted or to be allotted free of charge to existing shareholders, and dividends paid out in the form of shares of the same class as the shares in respect of which such dividends are paid provided that a document is made available containing information on the number and nature of the shares and the reasons for and details of the offer,

• (e) securities offered, allotted or to be allotted to existing or former directors or employees by their employer or by an affiliated undertaking which in either case has securities already admitted to trading on a regulated market and provided that a document is made available containing information on the number and nature of the securities and the reasons for and details of the offer; for the purposes of this subparagraph “affiliated undertaking” includes any parent undertaking or subsidiary undertaking of the employer or another subsidiary undertaking of that parent undertaking.

• (2) The reference in paragraph (1)(e) to the offering or allotment of securities by an employer or an affiliated undertaking shall, in the case of such an offer or allotment that takes place for the purpose of an employees’ share scheme or an employee share ownership trust, be construed as a reference to such offering or allotment, whether effected directly or indirectly by the employer or the affiliated undertaking.

• (3) In paragraph (2) -

“employees’ share scheme” means a scheme which is approved for the purposes of Chapter 1 of Part 17 of the Taxes Consolidation Act 1997 and Schedule 11 to that Act;

“employee share ownership trust” means a trust which is approved for the purposes of Chapter 2 of Part 17 of the Taxes Consolidation Act 1997 and Schedule 12 to that Act.

11.

• (a) shares representing, over a period of 12 months, less than 10 per cent of the number of shares of the same class already admitted to trading on the same regulated market,

• (b) shares issued in substitution for shares of the same class already admitted to trading on the same regulated market, if the issuing of such shares does not involve any increase in the issued capital,

• (c) securities offered in connection with a takeover by means of an exchange offer, provided that a document is available containing information which is regarded by the Bank as being equivalent to that of a prospectus, taking into account the requirements of any Community act,

• (d) securities offered, allotted or to be allotted in connection with a merger provided that a document is available containing information which is regarded by the Bank as being equivalent to that of a prospectus, taking into account the requirements of any Community act,

• (e) shares offered, allotted or to be allotted free of charge to existing shareholders, and dividends paid out in the form of shares of the same class as the shares in respect of which such dividends are paid provided that the first-mentioned shares are of the same class as the shares already admitted to trading on the same regulated market and that a document is made available containing information on the number and nature of the shares and the reasons for and details of the offer,

• (f) securities offered, allotted or to be allotted to existing or former directors or employees by their employer or an affiliated undertaking which in either case has securities already admitted to trading on the same regulated market, provided that the first-mentioned securities are of the same class as the securities already admitted to trading on that market and that a document is made available containing information on the number and nature of the securities and the reasons for and detail of the offer; for the purposes of this subparagraph “affiliated undertaking” includes any parent undertaking or subsidiary undertaking of the employer or another subsidiary undertaking of that parent undertaking,

• (g) shares resulting from the conversion or exchange of other securities or from the exercise of the rights conferred by other securities, provided that the said shares are of the same class as the shares already admitted to trading on the same regulated market,

• (h) securities already admitted to trading on another regulated market, if the following conditions are satisfied -

• (i) that these securities, or securities of the same class, have been admitted to trading on that other regulated market for more than 18 months,

• (ii) that, for securities first admitted to trading on a regulated market after 31 December 2003, the admission to trading on that other regulated market was associated with an approved prospectus made available to the public in conformity with EU prospectus law,

• (iii) that, unless subparagraph (ii) applies, for securities first admitted to listing after 30 June 1983, listing particulars were approved in accordance with the requirements of Directive 80/390/EEC or Directive 2001/34/EC,

• (iv) that the ongoing obligations for trading on that other regulated market have been fulfilled,

• (v) that the person seeking the admission of a security to trading under this exemption makes a summary available to the public in the manner specified in Regulation 45 and in a language accepted by the Bank,

• (vi) that subject to subparagraph (vii), the contents of the summary shall comply with Regulation 21 and shall state where the most recent prospectus can be obtained (or if no prospectus in respect of the securities has been recently published shall state that fact and where the financial information published by the issuer pursuant to its ongoing disclosure obligations is available, and

• (vii) in circumstances where no prospectus has been recently published in respect of the securities, a warning similar to that referred to in Regulation 21(3) shall be required to be given and for the purpose of this clause the reference in Regulation 21(3 to a prospectus shall be construed as a reference to the most recent information disclosed to the regulated market under its ongoing disclosure obligations.

• (2) The reference in paragraph (1)(f) to the offering or allotment of securities by an employer or an affiliated undertaking shall, in the case of such an offer or allotment that takes place for the purpose of an employees’ share scheme or an employee share ownership trust, be construed as a reference to such offering or allotment, whether effected directly or indirectly by the employer or the affiliated undertaking.

• (3) In paragraph (2) “employees’ share scheme” and “employee share ownership trust” shall be construed in accordance with Regulation 10(3).

PART 4 OBLIGATION TO PUBLISH A PROSPECTUS

12.

• (a) in a case where the State is the Home Member State, has been approved by the Bank pursuant to these Regulations and any other provisions of Irish prospectus law, or

• (b) in a case where the State is a Host Member State, has been approved by the competent authority of the Home Member State pursuant to the applicable provisions of EU prospectus law.

13.

• (a) in a case where the State is the Home Member State, has been approved by the Bank pursuant to these Regulations and any other provisions of Irish prospectus law, or

• (b) in a case where the State is a Host Member State, has been approved by the competent authority of the Home Member State pursuant to the applicable provisions of EU prospectus law.

14.

15.

16.

• (2) A market operator in the State shall be entitled to rely on a copy of a notice of the decision of the Bank to approve a prospectus under Regulation 35, or, as the case may be a copy of the certificate of approval from the competent authority of the Home Member State as evidence of compliance of the prospectus with EU prospectus law.

17.

PART 5 DRAWING UP OF THE PROSPECTUS - CONTENT, FORMAT AND VALIDITY

18.

Contents of Prospectus

19.

• (a) the assets and liabilities, financial position, profit and losses, and prospects of the issuer and of any guarantor, and

• (b) the rights attaching to such securities.

• (2) The information contained in the prospectus shall be consistent and presented in an easily analysable and comprehensible form.

• (3) The prospectus shall contain information concerning the issuer and the securities to be offered to the public or to be admitted to trading.

• (4) In the circumstances in which paragraph 4(b) of Schedule 2 to these Regulations applies, the prospectus shall also contain the information referred to in that paragraph.

Minimum Information

20.

Summary

21.

• (2) The summary shall, in a brief manner and in non-technical language, convey the essential characteristics and risks associated with the issuer, any guarantor and the securities, in the language in which the prospectus was originally drawn up.

• (3) The summary shall also contain a warning that -

• (a) it should be read as an introduction to the prospectus,

• (b) any decision to invest in the securities should be based on consideration of the prospectus as a whole by the investor,

• (c) where a claim relating to the information contained in a prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the prospectus before the legal proceedings are initiated, and

• (d) civil liability attaches to those persons responsible under law for the contents of the prospectus but only if the summary is misleading inaccurate or inconsistent when read together with the other parts of the prospectus.

• (4) Where the prospectus relates to the admission to trading of non-equity securities having a denomination of at least €50,000, this Regulation shall not apply.

Single or Separate Documents

22.

• (2) A prospectus composed of separate documents shall divide the required information into -

• (a) a registration document containing the required information relating to the issuer,

• (b) a securities note containing the required information concerning the securities offered to the public or to be admitted to trading, and

• (c) a summary.

Base Prospectus

23.

• (a) in a case where the securities are non-equity securities, including warrants in any form, issued under an offering programme,

• (b) in a case where the securities are non-equity securities issued in a continuous or repeated manner by credit institutions -

• (i) if the sums deriving from the issue of those securities, under national legislation, are placed in assets which provide sufficient coverage for the liability deriving from securities until their maturity date, and

• (ii) if, in the event of the insolvency of the related credit institution the said sums are intended, as a priority, to repay the capital and interest falling due, without prejudice to the provisions of Directive 2001/24/EC of the European Parliament and of the Council of 4 April 2001 on the reorganisation and winding up of credit institutions.

• (2) The information given in the base prospectus shall be supplemented, if necessary, in accordance with Regulation 51, with updated information on the issuer and on the securities to be offered to the public or to be admitted to trading.

• (3) If the final terms of the offer are not included in either the base prospectus or a supplement, the final terms shall be filed with the Bank in accordance with the prospectus rules and published in accordance with Part 8 when each public offer is made as soon as practicable and, if possible, in advance of the beginning of the offer.

• (4) The provisions of Regulation 24(1)(a) shall be applicable in any case coming within paragraph (3).

Omission of Information

24.

• (a) the criteria or the conditions ( or both ) in accordance with which the above elements will be determined or, in the case of price, the maximum price, shall be disclosed in the prospectus, or

• (b) it shall be a term of the offer that acceptances of or applications for the purchase or subscription of securities (whether accepted by the -issuer or not) may be withdrawn or revoked during a period expiring not less than 2 working days after a statement of the final offer price and amount of securities which will be offered to the public has been filed and published in accordance with Regulation 23(3).

25.

• (a) disclosure of such information would be contrary to the public interest or

• (b) disclosure of such information would be seriously detrimental to the issuer, provided that the omission would not be likely to mislead the public with regard to facts and circumstances essential for an informed assessment of the issuer, offeror or guarantor, if any, and of the rights attached to the securities to which the prospectus relates, or

• (c) such information is of minor importance only for a specific offer or admission to trading and is not such as will influence the assessment of the financial position and prospects of the issuer, offeror or guarantor if any.

26.

Incorporation by Reference

27.

• (2) The information incorporated by reference in accordance with paragraph (1 shall be the latest available to the issuer.

• (3) The summary shall not incorporate information by reference.

28.

Prospectuses Consisting of Separate Documents

29.

• (2) A relevant person who has a registration document approved by the Bank under paragraph (1) shall only be required to draw up a securities note and a summary when its securities are offered to the public or to be admitted to trading.

• (3) In the circumstances referred to in paragraph (2), the securities note shall provide information that would normally be provided in the registration document if there has been a material change or recent development which could affect investors’ assessments since the latest updated registration document or any supplement was approved.

• (4) In the circumstances referred to in paragraph (2), the securities note and summary shall be subject to separate approval under these Regulations and any other provisions of Irish prospectus law.

• (5) Where a registration document has been filed but not approved in accordance with these Regulations and any other provisions of Irish prospectus law, the entire documentation, including updated information, shall be subject to approval in accordance with these Regulations and any other provisions of such law.

Validity of a Prospectus, Base Prospectus and Registration Document

30.

• (a) subject to subparagraphs (b) to (d), an approved prospectus shall be valid for 12 months after its publication,

• (b) in the case of securities referred to in Regulation 23(1)(a), the base prospectus, previously filed and published, shall be valid for 12 months after its filing,

• (c) in the case of non-equity securities referred to in Regulation 23(1)(b) the base prospectus as previously filed and published shall be valid until no more of the securities concerned are issued in a continuous or repeated manner,

• (d) a registration document, as referred to in Regulation 22(2)(a) previously filed, shall be valid for the purposes of Regulation 29(2) for 12 months after its filing.

• (2) The registration document accompanied by the securities note, updated if applicable in accordance with Regulation 29(3), and the summary shall, together, be considered to constitute a valid prospectus.

PART 6 RESPONSIBILITY ATTACHING TO THE PROSPECTUS

31.

• (2) For the purposes of these Regulations, responsibility for the information given in a prospectus attaches, subject to the provisions of that Schedule, in each of the cases specified in Schedule 1 to these Regulations to the persons specified in the relevant case, and references in these Regulations to responsible persons shall be construed accordingly.

32.

• (2) A prospectus shall contain declarations by the responsible persons that, to the best of their knowledge:

• (a) the information contained in the prospectus is in accordance with the facts, and

• (b) that the prospectus makes no omission likely to affect its import save information if any omitted in accordance with Regulation 25 (a).

• (3) The declarations referred to in paragraph (3) shall not be required to be signed but shall be deemed to have been made on publication of the prospectus.

• (4) Neither this Regulation nor Regulation 31 prejudices section 41 of the Act of 2005.

PART 7 APPROVAL OF PROSPECTUS

Approval of the Prospectus

33.

“applicant” means a relevant person who applies to the Bank for approval;

“time limits” means the time limits provided for under Regulations 35 and 36.

34.

35.

• (2) Subject to paragraph (3), the Bank shall notify the applicant of its decision regarding the approval of the prospectus in writing within 10 working days after the submission of the draft prospectus in accordance with paragraph (1).

• (3) The reference in paragraph (2) to 10 working days shall be construed as a reference to 20 working days if the public offer involves securities issued by an issuer which does not have any securities admitted to trading and which has not previously offered securities to the public.

• (4) If the Bank fails to give a decision as to whether to approve a prospectus within the time limits, such failure shall not be deemed to constitute approval by it of the application.

36.

• (2) If the documents submitted to it are incomplete or supplementary information is needed the Bank shall, within 10 working days of the submission of the application, notify the applicant of that fact.

37.

38.

• (a) with the Bank forthwith,

and

• (b) if the issuer is a company registered under the Companies Acts 1963 to 2005, with the registrar of companies within 14 days after its publication in accordance with Part 8.

• (2) An applicant who fails to comply with paragraph (1) shall be guilty of an offence.

Application to Court

39.

• (2) An application under paragraph (1) shall be made within 28 days after the date of notification of the Bank's decision under Regulation 35.

• (3) On the hearing of an application under this Regulation, the Court shall confirm the decision of the Bank unless the applicant establishes to the Court's satisfaction that the applicant has complied with the procedures specified by these Regulations and any other provisions of Irish prospectus law in all material respects and that the prospectus meets the requirements of these Regulations and any other such provisions in all material respects.

• (4) If the Court is satisfied that those procedures and requirements have been complied with in all material respects the Court may set aside the decision of the Bank and in such a case shall remit the matter to the Bank which shall thereupon reconsider the matter and make a further decision in accordance with those procedures and requirements.

Transfer to Another Competent Authority

40.

• (2) Any transfer under paragraph (1) shall be notified to the applicant within 3 working days after the date on which the decision by the Bank to make the transfer is made.

Transfer from Another Competent Authority

41.

• (2) In the case of a transfer such as is referred to in paragraph (1) the relevant time limits shall apply from the date on which the decision by the competent authority of the Home Member State to transfer the function is made.

42.

• (a) the Bank has transferred the function of approving a prospectus to the competent authority of another Member State under Regulation 40, or

• (b) in circumstances where the State is not the Home Member State, the competent authority of the Home Member State has transferred the function of approving a prospectus to the competent authority of another Member State under EU prospectus law,

then if the prospectus is approved by such competent authority under EU prospectus law the prospectus shall be deemed to have been approved for the purposes of these Regulations.

Liability of Bank and Other Bodies

43.

PART 8 Publication of Prospectus

44.

• (2) Upon a prospectus having been approved and filed in accordance with these Regulations, the relevant person shall:

• (a) make the prospectus available to the public as soon as practicable and in any case, at a reasonable time in advance of, and at the latest at the beginning of, the offer to the public or the admission to trading of the securities involved,

or

• (b) in the case of an initial public offer of a class of shares not already admitted to trading that is to be admitted to trading for the first time make the prospectus available to the public at the earlier of the time referred to in paragraph (a) or 6 working days before the end of the offer.

• (3) A relevant person who fails to comply with paragraph (2) shall be guilty of an offence.

45.

• (a) by insertion in one or more newspapers circulated throughout, or widely circulated in, the Member State or Member States in which the public offer is to be made or admission to trading is to be sought,

• (b) in a printed form to be made available, free of charge, to the public at the offices of the market on which the securities are being admitted to trading, or at the registered office of the issuer and at the offices of the financial intermediaries placing or selling the securities, including paying agents,

• (c) in an electronic form on the issuer's website and, if applicable, on the website of the financial intermediaries placing or selling the securities including paying agents,

• (d) in an electronic form on the website of the regulated market or markets where the admission to trading is sought, or

• (e) in electronic form on the website of the Bank (if the Bank decides to provide a service of publishing prospectuses on its website).

• (2) The issuer of equity securities (other than equity securities issued by a collective investment undertaking subject to these Regulations) which publishes a prospectus in respect of such securities in accordance with subparagraph (a) or (b) of paragraph (1) shall also publish the prospectus in an electronic form in accordance with subparagraph (c) of paragraph (1).

46.

• (2) A relevant person who fails to comply with paragraph (1) shall be guilty of an offence.

47.

• (2) Each such document shall indicate where the other documents constituting the full prospectus may be obtained.

48.

49.

• (2) A relevant person of financial intermediary who fails to comply with a request under paragraph (1) shall be guilty of an offence (unless a prior request by the investor concerned in respect of the particular prospectus has already been complied with by another person referred to in that paragraph).

50.

Supplements to the Prospectus

51.

• (2) Such a supplement shall be the subject of the procedures under Part 7 in relation to approval of prospectuses in the same way as the original prospectus but those procedures shall, in general, be completed in a maximum of 7 working days and the supplement shall be published at least in the manner in which the original prospectus was published.

• (3) The summary, and any translations thereof, shall also be supplemented, if necessary, to take account of the new information included in the supplement.

• (4) Where there are significant new factors, material mistakes or inaccuracies as referred to in paragraph (1) of which the Bank becomes aware the Bank shall require the approval and publication of a supplement.

• (5) In exercising its powers under paragraph (4) the Bank shall have regard to any significant new factors, material mistakes or inaccuracies brought to its attention by the competent authority of a Host Member State.

52.

PART 9 CROSS-BORDER OFFERS AND ADMISSIONS TO TRADING

53.

Community Scope of Approvals of Prospectuses

54.

• (2) The Bank shall not undertake any approval or administrative procedures relating to prospectuses falling within paragraph (1).

• (3) If there are significant new factors, material mistakes or inaccuracies, as referred to in Regulation 51, arising since the approval of a prospectus falling within paragraph (1), the Bank may draw the attention of the competent authority of the Home Member State to the need for any new information to be included in a supplement to the prospectus.

55.

• (a) the certificate referred to in Regulation 57,

• (b) a copy of the prospectus, and

• (c) if required by the Bank, a translation of the summary of the prospectus into English or Irish ( at the election of the relevant person ).

56.

• (2) A request of the Bank made under paragraph (1) shall be complied with by it within 3 working days after the making of the request or, if the request is submitted together with the draft prospectus, within 1 working day after the approval of the prospectus.

• (3) If required by the competent authority of the Host Member State under EU prospectus law, the notification under paragraph (1) shall be accompanied by a translation of the summary produced under the responsibility of the relevant person or person responsible for drawing up the prospectus.

57.

58.

Issuers Incorporated in Third Countries

59.

• (2) The Bank may approve a prospectus pursuant to Part 7 for an offer of securities to the public or for admission to trading, drawn up in accordance with the legislation of the third country governing an issuer referred to in paragraph (1), provided that:

• (a) the prospectus has been drawn up in accordance with international standards set by international securities commission organisations including the IOSCO disclosure standards, and

• (b) the information requirements, including information of a financial nature, are equivalent to the requirements under the Directive.

60.

Co-operation between Authorities

61.

• (a) co-operate with the competent authorities of other Member States designated under EU prospectus law whenever necessary for the purpose of performing its functions, and

• (b) render assistance to competent authorities of other Member States in the performance of their functions under EU prospectus law.

• (2) In particular and without prejudice to the generality of paragraph (1), the Bank shall -

• (a) exchange information and cooperate with competent authorities in other Member States when an issuer has more than one home competent authority because of its various classes of securities, or where the function of approving a prospectus has been transferred to the competent authority of another Member State pursuant to Regulation 40,

• (b) closely cooperate with competent authorities in other Member State when requiring suspension or prohibition of trading for securities traded in various Member States in order to ensure (in so far as practicable) equivalent treatment between trading venues and protection of investors.

• (3) Where appropriate, the competent authority of the Host Member State may request the assistance of the competent authority of the Home Member State from the stage at which a particular case is scrutinised for the purposes of approval in accordance with EU prospectus law, in particular as regards a new type or rare forms of securities.

• (4) The competent authority of the Home Member State may request the competent authority of the Host Member State to furnish to it information in relation to any items specific to the relevant market.

62.

PART 10 USE OF LANGUAGES

Use of Languages

63.

• (a) where an offer of securities to the public is made or admission to trading is sought only in the State, the prospectus shall be drawn up and published in a language accepted by the Bank,

• (b) where an offer of securities to the public is made or admission to trading is sought in one or more Member States other than the State -

• (i) the prospectus shall be drawn up and published in each Host Member State either in a language accepted by the competent authority of the Host Member State or in a language customary in the sphere of international finance, at the election of the relevant person,

• (ii) the competent authority of each Host Member State may only require that the summary be translated into the official language of the Host Member State,

• (iii) for the purposes of the scrutiny of the prospectus by the Bank pursuant to Part 7, the prospectus shall be drawn up either in a language accepted by the Bank or in a language customary in the sphere of international finance, at the election of the relevant person,

• (c) where an offer of securities to the public is made or admission to trading is sought in more than one Member State including the State -

• (i) the prospectus shall be drawn up and published in a language accepted by the Bank,

• (ii) the prospectus shall also be drawn up and published in each Host Member State in a language accepted by the competent authority of the Host Member State or in a language customary in the sphere of international finance, at the election of the relevant person, and

• (iii) the competent authority of each Host Member State may only require that the summary be translated into the official language of the Host Member State.

64.

• (a) where a public offer is made or admission to trading is sought in one or more Member States other than the Home Member State then -

• (i) the prospectus shall be drawn up in a language accepted by the Bank or in a language customary in the sphere of international finance, at the election of the relevant person,

• (ii) the Bank may only require that the summary be translated into Irish or English, at the election of the relevant person,