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1. the format of prospectus referred to in Article 5 of Directive 2003/71/EC; 2. the minimum information requirements to be included in a prospectus provided for in Article 7 of Directive 2003/71/EC; 3. the method of publication referred to in Article 10 of Directive 2003/71/EC; 4. the modalities according to which information can be incorporated by reference in a prospectus provided for in Article 11 of Directive 2003/71/EC; 5. the publication methods of a prospectus in order to ensure that a prospectus is publicly available according to Article 14 of Directive 2003/71/EC; 6. the methods of dissemination of advertisements referred to in Article 15 of Directive 2003/71/EC.
Commission Regulation (EC) No 809/2004 of 29 April 2004 implementing Directive 2003/71/EC of the European Parliament and of the Council as regards information contained in prospectuses as well as the format, incorporation by reference and publication of such prospectuses and dissemination of advertisements (Text with EEA relevance)
Modified by
- Commission Regulation (EC) No 1787/2006of 4 December 2006amending Commission Regulation (EC) 809/2004 implementing Directive 2003/71/EC of the European Parliament and of the Council as regards information contained in prospectuses as well as the format, incorporation by reference and publication of such prospectuses and dissemination of advertisements, 32006R1787, December 5, 2006
- Commission Regulation (EC) No 211/2007of 27 February 2007amending Regulation (EC) No 809/2004 implementing Directive 2003/71/EC of the European Parliament and of the Council as regards financial information in prospectuses where the issuer has a complex financial history or has made a significant financial commitment(Text with EEA relevance), 32007R0211, February 28, 2007
- Commission Regulation (EC) No 1289/2008of 12 December 2008amending Commission Regulation (EC) No 809/2004 implementing Directive 2003/71/EC of the European Parliament and of the Council as regards elements related to prospectuses and advertisements(Text with EEA relevance), 32008R1289, December 19, 2008
- Commission Delegated Regulation (EU) No 311/2012of 21 December 2011amending Regulation (EC) No 809/2004 implementing Directive 2003/71/EC of the European Parliament and of the Council as regards elements related to prospectuses and advertisements(Text with EEA relevance), 32012R0311, April 13, 2012
- Commission Delegated Regulation (EU) No 486/2012of 30 March 2012amending Regulation (EC) No 809/2004 as regards the format and the content of the prospectus, the base prospectus, the summary and the final terms and as regards the disclosure requirements(Text with EEA relevance), 32012R0486, June 9, 2012
- Commission Delegated Regulation (EU) No 862/2012of 4 June 2012amending Regulation (EC) No 809/2004 as regards information on the consent to use of the prospectus, information on underlying indexes and the requirement for a report prepared by independent accountants or auditors(Text with EEA relevance), 32012R0862, September 22, 2012
Corrected by
- Corrigendum to Commission Regulation (EC) No 809/2004 of 29 April 2004 implementing Directive 2003/71/EC of the European Parliament and of the Council as regards information contained in prospectuses as well as the format, incorporation by reference and publication of such prospectuses and dissemination of advertisements, 32004R0809R(01), June 16, 2004
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1. "schedule" means a list of minimum information requirements adapted to the particular nature of the different types of issuers and/or the different securities involved; 2. "building block" means a list of additional information requirements, not included in one of the schedules, to be added to one or more schedules, as the case may be, depending on the type of instrument and/or transaction for which a prospectus or base prospectus is drawn up; 3. "risk factors" means a list of risks which are specific to the situation of the issuer and/or the securities and which are material for taking investment decisions; 4. "special purpose vehicle" means an issuer whose objects and purposes are primarily the issue of securities; 5. "asset backed securities" means securities which: -
(a) represent an interest in assets, including any rights intended to assure servicing, or the receipt or timeliness of receipts by holders of assets of amounts payable there under; or (b) are secured by assets and the terms of which provide for payments which relate to payments or reasonable projections of payments calculated by reference to identified or identifiable assets;
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6. "umbrella collective investment undertaking" means a collective investment undertaking invested in one or more collective investment undertakings, the asset of which is composed of separate class(es) or designation(s) of securities; 7. "property collective investment undertaking" means a collective investment undertaking whose investment objective is the participation in the holding of property in the long term; 8. "public international body" means a legal entity of public nature established by an international treaty between sovereign States and of which one or more Member States are members; 9. "advertisement" means announcements: -
(a) relating to an specific offer to the public of securities or to an admission to trading on a regulated market; and (b) aiming to specifically promote the potential subscription or acquisition of securities;
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10. "profit forecast" means a form of words which expressly states or by implication indicates a figure or a minimum or maximum figure for the likely level of profits or losses for the current financial period and/or financial periods subsequent to that period, or contains data from which a calculation of such a figure for future profits or losses may be made, even if no particular figure is mentioned and the word "profit" is not used; 11. "profit estimate" means a profit forecast for a financial period which has expired and for which results have not yet been published; 12. "regulated information" means all information which the issuer, or any person who has applied for the admission of securities to trading on a regulated market without the issuer’s consent, is required to disclose under Directive 2001/34/EC or under Article 6 of Directive 2003/6/EC of the European Parliament and of the Council OJ L 96, 12.4.2003, p. 16 13. "Rights issue", means any issue of statutory pre-emption rights which allow for the subscription of new shares and is addressed only to existing shareholders. Rights issue also includes an issue where such statutory pre-emption rights are disabled and replaced by an instrument or a provision conferring near identical rights to existing shareholders when those rights meet the following conditions: -
(a) shareholders are offered the rights free of charge; (b) shareholders are entitled to take up new shares in proportion to their existing holdings, or, in the case of other securities giving a right to participate in the share issue, in proportion to their entitlements to the underlying shares; (c) the rights to subscribe are negotiable and transferable or, if not, the shares arising from the rights are sold at the end of the offer period for the benefit of those shareholders who did not take up those entitlements; (d) the issuer is able, as regards the entitlements referred to in point (b), to impose limits or restrictions or exclusions and make arrangements it considers appropriate to deal with treasury shares, fractional entitlements and requirements laid down by law or by a regulatory authority in any country or territory; (e) the minimum period during which shares may be taken up is the same as the period for the exercise of statutory pre-emption rights laid down in Article 29(3) of Council Directive 77/91/EEC OJ L 26, 31.1.1977, p. 1 .(f) the rights lapse at the expiration of the exercise period.
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(a) "Category A" means the relevant information which shall be included in the base prospectus. This information cannot be left in blank for later insertion in the final terms; (b) "Category B" means that the base prospectus shall include all the general principles related to the information required, and only the details which are unknown at the time of the approval of the base prospectus can be left in blank for later insertion in the final terms; (c) "Category C" means that the base prospectus may contain a reserved space for later insertion for the information which was not known at the time of the approval of the base prospectus. Such information shall be inserted in the final terms.
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1. shares and other transferable securities equivalent to shares; 2. other securities which comply with the following conditions: -
(a) they can be converted or exchanged into shares or other transferable securities equivalent to shares, at the issuer’s or at the investor’s discretion, or on the basis of the conditions established a the moment of the issue, or give, in any other way, the possibility to acquire shares or other transferable securities equivalent to shares; and (b) provided that these shares or other transferable securities equivalent to shares are or will be issued by the issuer of the security and are not yet traded on a regulated market or an equivalent market outside the Community at the time of the approval of the prospectus covering the securities, and that the underlying shares or other transferable securities equivalent to shares can be delivered with physical settlement.
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(a) the nature of the securities; (b) the nature and range of information already included in the prospectus, and the existence of financial information relating to an entity other than the issuer in a form that might be included in a prospectus without modification; (c) the facts of the case, including the economic substance of the transactions by which the issuer has acquired or disposed of its business undertaking or any part of it, and the specific nature of that undertaking; (d) the ability of the issuer to obtain financial information relating to another entity with reasonable effort.
(a) its entire business undertaking at the time that the prospectus is drawn up is not accurately represented in the historical financial information which it is required to provide under item 20.1 of Annex I, item 15.1 of Annex XXIII, item 20.1 of Annex XXV, item 11.1 of Annex XXVII and item 20.1 of Annex XXVIII; (b) that inaccuracy will affect the ability of an investor to make an informed assessment as mentioned in Article 5(1) of Directive 2003/71/EC; and (c) information relating to its business undertaking that is necessary for an investor to make such an assessment is included in financial information relating to another entity.
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1. they can be converted or exchanged into shares or other transferable securities equivalent to shares, at the issuer’s or at the investor’s discretion, or on the basis of the conditions established a the moment of the issue or give, in any other way, the possibility to acquire shares or other transferable securities equivalent to shares; and 2. provided that these shares or other transferable securities equivalent to shares are or will be issued by the issuer of the security or by an entity belonging to the group of that issuer and are not yet traded on a regulated market or an equivalent market outside the Community at the time of the approval of the prospectus covering the securities, and that the underlying shares or other transferable securities equivalent to shares can be delivered with physical settlement.
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1. are recognised by national law in the Member State in which it is incorporated as a collective investment undertaking of the closed end type; or 2. do not take or seek to take legal or management control of any of the issuers of its underlying investments. In such a case, legal control and/or participation in the administrative, management or supervisory bodies of the underlying issuer(s) may be taken where such action is incidental to the primary investment objective, necessary for the protection of shareholders and only in circumstances where the collective investment undertaking will not exercise significant management control over the operations of that underlying issuer(s).
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all types of securities issued by public international bodies, to debt securities unconditionally and irrevocably guaranteed, on the basis of national legislation, by a state which is member of the OECD.
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(a) the additional information set out in Sections 1 and 2A of Annex XXX where the consent is given to one or more specified financial intermediaries; (b) the additional information set out in Sections 1 and 2B of Annex XXX where the issuer or the person responsible for drawing up the prospectus chooses to give its consent to all financial intermediaries.
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1. share registration document schedule; 2. debt and derivative securities registration document schedule for securities with a denomination per unit of less than EUR 100000 ;3. debt and derivative securities registration document schedule for securities with a denomination per unit at least EUR 100000 .
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(a) the reference to Annex I in Annex XVIII shall be read as a reference to Annex XXIII or XXV; (b) the reference to Annex III in Annex XVIII shall be read as a reference to Annex XXIV; (c) the reference to Annex IV in Annex XVIII shall be read as a reference to Annex XXVI; (d) the reference to Annex IX in Annex XVIII shall be read as a reference to Annex XXVII; (e) the reference to Annex X in Annex XVIII shall be read as a reference to Annex XXVIII; (f) the reference to Annex XI in Annex XVIII shall be read as a reference to Annex XXIX.
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(a) within the various securities notes schedules according to which the base prospectus is drawn up, the information items in Categories B and C listed in Annex XX. When an item is not applicable to a prospectus, the item shall appear in the final terms with the mention "not applicable"; (b) on a voluntary basis, any "additional information" set out in Annex XXI; (c) any replication of, or reference to, options already provided for in the base prospectus which are applicable to the individual issue.
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1. indication on the information that will be included in the final terms; 1a. a section containing a template, the "form of the final terms", which has to be filled out for each individual issue; 2. the method of publication of the final terms; if the issuer is not in a position to determine, at the time of the approval of the prospectus, the method of publication of the final terms, an indication of how the public will be informed about which method will be used for the publication of the final terms; 3. in the case of issues of non equity securities according to point (a) of Article 5(4) of Directive 2003/71/EC, a general description of the programme.
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1. asset backed securities; 2. warrants falling under Article 17; 3. non-equity securities provided for under point (b) of Article 5(4) of Directive 2003/71/EC; 4. all other non-equity securities including warrants with the exception of those mentioned in (2).
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(a) information included in the base prospectus; (b) options for information required by the securities note schedule and its building block(s); (c) information required by the securities note schedule and its building block(s) left in blank for later insertion in the final terms.
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(a) the information of the summary of the base prospectus which is only relevant to the individual issue; (b) the options contained in the base prospectus which are only relevant to the individual issue as determined in the final terms; (c) the relevant information given in the final terms which has been previously left in blank in the base prospectus.
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1. a clear and detailed table of contents; 2. the summary provided for in Article 5 (2) of Directive 2003/71/EC; 3. the risk factors linked to the issuer and the type of security covered by the issue; 4. the other information items included in the schedules and building blocks according to which the prospectus is drawn up.
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1. a clear and detailed table of content; 2. as the case may be, the risk factors linked to the issuer and the type of security covered by the issue; 3. the other information items included in the schedules and building blocks according to which the prospectus is drawn up.
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1. a clear and detailed table of contents; 2. the summary provided for in Article 5 (2) of Directive 2003/71/EC; 3. the risk factors linked to the issuer and the type of security or securities covered by the issue(s); 4. the other information items included in the schedules and building blocks according to which the prospectus is drawn up.
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1. the information contained in the previously or simultaneously filed and approved registration document which shall be incorporated by reference, following the conditions provided for in Article 28 of this Regulation; 2. the information which would otherwise be contained in the relevant securities note less the final terms where the final terms are not included in the base prospectus.
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(a) that the final terms have been prepared for the purpose of Article 5(4) of Directive 2003/71/EC and must be read in conjunction with the base prospectus and its supplement(s); (b) where the base prospectus and its supplement(s) are published in accordance with Article 14 of Directive 2003/71/EC; (c) that in order to get the full information both the base prospectus and the final terms must be read in conjunction; (d) that a summary of the individual issue is annexed to the final terms.
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(a) where the summary of the base prospectus is to be translated pursuant to Article 19 of Directive 2003/71/EC, the summary of the individual issue annexed to the final terms shall be subject to the same translation requirements as the summary of the base prospectus; (b) where the base prospectus is to be translated pursuant to Article 19 of Directive 2003/71/EC, the final terms and the summary of the individual issue annexed thereto, shall be subject to the same translation requirements as the base prospectus.
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(a) provisions requiring issuers to publish annual financial statements and audit reports within 6 months after the end of each financial year, half yearly financial statements within 4 months after the end of the first 6 months of each financial year and make public inside information as defined in point 1 of the first paragraph of Article 1 of Directive 2003/6/EC pursuant to Article 6 of that Directive; (b) provisions requiring issuers to make the reports and information referred to in point (a) available to the public by publishing them on their websites; (c) provisions preventing insider dealing and market manipulation in accordance with Directive 2003/6/EC.
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1. annual and interim financial information; 2. documents prepared on the occasion of a specific transaction such as a merger or de-merger; 3. audit reports and financial statements; 4. memorandum and articles of association; 5. earlier approved and published prospectuses and/or base prospectuses; 6. regulated information; 7. circulars to security holders.
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1. the prospectus or base prospectus shall be easily accessible when entering the web-site; 2. the file format shall be such that the prospectus or base prospectus cannot be modified; 3. the prospectus or base prospectus shall not contain hyper-links, with exception of links to the electronic addresses where information incorporated by reference is available; 4. the investors shall have the possibility of downloading and printing the prospectus or base prospectus.
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1. the identification of the issuer; 2. the type, class and amount of the securities to be offered and/or in respect of which admission to trading is sought, provided that these elements are known at the time of the publication of the notice; 3. the intended time schedule of the offer/admission to trading; 4. a statement that a prospectus or base prospectus has been published and where it can be obtained; 5. if the prospectus or base prospectus has been published in a printed form, the addresses where and the period of time during which such printed forms are available to the public; 6. if the prospectus or base prospectus has been published in electronic form, the addresses to which investors shall refer to ask for a paper copy; 7. the date of the notice.
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1. addressed or unaddressed printed matter; 2. electronic message or advertisement received via a mobile telephone or pager; 3. standard letter; 4. Press advertising with or without order form; 5. catalogue; 6. telephone with or without human intervention; 7. seminars and presentations; 8. radio; 9. videophone; 10. videotext; 11. electronic mail; 12. facsimile machine (fax); 13. television; 14. notice; 15. bill; 16. poster; 17. brochure; 18. web posting including internet banners.
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1. who have their securities admitted to trading on a regulated market on 1 January 2007 ;and 2. who have presented and prepared historical financial information according to the national accounting standards of a third country.
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(a) International Financial Reporting Standards adopted pursuant to Regulation (EC) No 1606/2002; (b) International Financial Reporting Standards provided that the notes to the audited financial statements that form part of the historical financial information contain an explicit and unreserved statement that these financial statements comply with International Financial Reporting Standards in accordance with IAS 1 Presentation of Financial Statements ;(c) Generally Accepted Accounting Principles of Japan; (d) Generally Accepted Accounting Principles of the United States of America.
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(a) Generally Accepted Accounting Principles of the People’s Republic of China; (b) Generally Accepted Accounting Principles of Canada; (c) Generally Accepted Accounting Principles of the Republic of Korea.
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(a) the person responsible for this financial information, if different from the one which is responsible for the prospectus in general, approves that information; (b) independent accountants or auditors have agreed that this information is substantially consistent with the final figures to be published in the next annual audited financial statements; (c) this financial information has not been audited.
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(a) members of the administrative, management or supervisory bodies; (b) partners with unlimited liability, in the case of a limited partnership with a share capital; (c) founders, if the issuer has been established for fewer than five years; and (d) any senior manager who is relevant to establishing that the issuer has the appropriate expertise and experience for the management of the issuer's business.
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(a) the names of all companies and partnerships of which such person has been a member of the administrative, management or supervisory bodies or partner at any time in the previous five years, indicating whether or not the individual is still a member of the administrative, management or supervisory bodies or partner. It is not necessary to list all the subsidiaries of an issuer of which the person is also a member of the administrative, management or supervisory bodies; (b) any convictions in relation to fraudulent offences for at least the previous five years; (c) details of any bankruptcies, receiverships or liquidations with which a person described in (a) and (d) of the first subparagraph who was acting in the capacity of any of the positions set out in (a) and (d) of the first subparagraph was associated for at least the previous five years; (d) details of any official public incrimination and/or sanctions of such person by statutory or regulatory authorities (including designated professional bodies) and whether such person has ever been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of an issuer or from acting in the management or conduct of the affairs of any issuer for at least the previous five years.
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(a) the nature and extent of any transactions which are - as a single transaction or in their entirety - material to the issuer. Where such related party transactions are not concluded at arm's length provide an explanation of why these transactions were not concluded at arms length. In the case of outstanding loans including guarantees of any kind indicate the amount outstanding; (b) the amount or the percentage to which related party transactions form part of the turnover of the issuer.
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(a) balance sheet; (b) income statement; (c) a statement showing either all changes in equity or changes in equity other than those arising from capital transactions with owners and distributions to owners; (d) cash flow statement; (e) accounting policies and explanatory notes.
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(a) 18 months from the date of the registration document if the issuer includes audited interim financial statements in the registration document; (b) 15 months from the date of the registration document if the issuer includes unaudited interim financial statements in the registration document.
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(a) the number of shares authorised; (b) the number of shares issued and fully paid and issued but not fully paid; (c) the par value per share, or that the shares have no par value; and (d) a reconciliation of the number of shares outstanding at the beginning and end of the year. If more than 10 % of capital has been paid for with assets other than cash within the period covered by the historical financial information, state that fact.
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(a) the memorandum and articles of association of the issuer; (b) all reports, letters, and other documents, historical financial information, valuations and statements prepared by any expert at the issuer’s request any part of which is included or referred to in the registration document; (c) the historical financial information of the issuer or, in the case of a group, the historical financial information for the issuer and its subsidiary undertakings for each of the two financial years preceding the publication of the registration document.
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(a) the purpose to which it has been prepared; (b) the fact that it has been prepared for illustrative purposes only; (c) the fact that because of its nature, the pro forma financial information addresses a hypothetical situation and, therefore, does not represent the company’s actual financial position or results.
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(a) the historical unadjusted information; (b) the pro forma adjustments; and (c) the resulting pro forma financial information in the final column.
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(a) the basis upon which it is prepared; (b) the source of each item of information and adjustment.
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(a) the current financial period; (b) the most recently completed financial period; and/or (c) the most recent interim period for which relevant unadjusted information has been or will be published or is being published in the same document.
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(a) clearly shown and explained; (b) directly attributable to the transaction; (c) factually supportable.
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(a) the pro forma financial information has been properly compiled on the basis stated; (b) that basis is consistent with the accounting policies of the issuer.
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Dividend rights: -
fixed date(s) on which the entitlement arises, time limit after which entitlement to dividend lapses and an indication of the person in whose favour the lapse operates, dividend restrictions and procedures for non-resident holders, rate of dividend or method of its calculation, periodicity and cumulative or non-cumulative nature of payments.
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Voting rights. Pre-emption rights in offers for subscription of securities of the same class. Right to share in the issuer’s profits. Rights to share in any surplus in the event of liquidation. Redemption provisions. Conversion provisions.
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information on taxes on the income from the securities withheld at source, indication as to whether the issuer assumes responsibility for the withholding of taxes at the source.
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(a) the division into tranches of the offer including the institutional, retail and issuer’s employee tranches and any other tranches; (b) the conditions under which the clawback may be used, the maximum size of such claw back and any applicable minimum percentages for individual tranches; (c) the allotment method or methods to be used for the retail and issuer’s employee tranche in the event of an over-subscription of these tranches; (d) a description of any pre-determined preferential treatment to be accorded to certain classes of investors or certain affinity groups (including friends and family programmes) in the allotment, the percentage of the offer reserved for such preferential treatment and the criteria for inclusion in such classes or groups; (e) whether the treatment of subscriptions or bids to subscribe in the allotment may be determined on the basis of which firm they are made through or by; (f) a target minimum individual allotment if any within the retail tranche; (g) the conditions for the closing of the offer as well as the date on which the offer may be closed at the earliest; (h) whether or not multiple subscriptions are admitted, and where they are not, how any multiple subscriptions will be handled.
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(a) the existence and size of any over-allotment facility and/or "green shoe". (b) the existence period of the over-allotment facility and/or "green shoe". (c) any conditions for the use of the over-allotment facility or exercise of the "green shoe".
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The parties involved. Content and exceptions of the agreement. Indication of the period of the lock up.
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(a) the person responsible for this financial information, if different from the one which is responsible for the prospectus in general, approves that information; (b) independent accountants or auditors have agreed that this information is substantially consistent with the final figures to be published in the next annual audited financial statements; (c) this financial information has not been audited.
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(a) members of the administrative, management or supervisory bodies; (b) partners with unlimited liability, in the case of a limited partnership with a share capital.
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(a) balance sheet; (b) income statement; (c) cash flow statement; and (d) accounting policies and explanatory notes
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(a) the memorandum and articles of association of the issuer; (b) all reports, letters, and other documents, historical financial information, valuations and statements prepared by any expert at the issuer's request any part of which is included or referred to in the registration document; (c) the historical financial information of the issuer or, in the case of a group, the historical financial information of the issuer and its subsidiary undertakings for each of the two financial years preceding the publication of the registration document.
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the date from which interest becomes payable and the due dates for interest, the time limit on the validity of claims to interest and repayment of principal.
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a description of any market disruption or settlement disruption events that affect the underlying, adjustment rules with relation to events concerning the underlying, name of the calculation agent.
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information on taxes on the income from the securities withheld at source; indication as to whether the issuer assumes responsibility for the withholding of taxes at the source.
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(a) members of the administrative, management or supervisory bodies; (b) partners with unlimited liability, in the case of a limited partnership with a share capital.
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(a) the balance sheet; (b) the income statement; (c) the accounting policies and explanatory notes.
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(a) a prominent statement that the financial information included in the registration document has not been prepared in accordance with the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 and that there may be material differences in the financial information had Regulation (EC) No 1606/2002 been applied to the historical financial information; (b) immediately following the historical financial information a narrative description of the differences between the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 and the accounting principles adopted by the issuer in preparing its annual financial statements.
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(a) the balance sheet; (b) the income statement; (c) the accounting policies and explanatory notes.
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(a) a prominent statement disclosing which auditing standards have been applied; (b) an explanation of any significant departures from International Standards on Auditing.
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(a) the memorandum and articles of association of the issuer; (b) all reports, letters, and other documents, historical financial information, valuations and statements prepared by any expert at the issuer’s request any part of which is included or referred to in the registration document; (c) the historical financial information of the issuer or, in the case of a group, the historical financial information of the issuer and its subsidiary undertakings for each of the two financial years preceding the publication of the registration document.
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(a) In the case of a small number of easily identifiable obligors, a general description of each obligor. (b) In all other cases, a description of: the general characteristics of the obligors; and the economic environment, as well as global statistical data referred to the securitised assets.
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(a) information relating to each obligor as if it were an issuer drafting a registration document for debt and derivative securities with an individual denomination of at least EUR 100000 ; (b) if an obligor or guarantor has securities already admitted to trading on a regulated or equivalent market or the obligations are guaranteed by an entity admitted to trading on a regulated or equivalent market, the name, address, country of incorporation, nature of business and name of the market in which its securities are admitted.
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(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 and the name of the market’s regulatory authority; (c) the frequency with which prices of the relevant securities, are published.
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(a) any swap counterparties and any providers of other material forms of credit/liquidity enhancement; (b) the banks with which the main accounts relating to the transaction are held.
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(a) members of the administrative, management or supervisory bodies; (b) partners with unlimited liability, in the case of a limited partnership with a share capital.
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(a) a prominent statement that the financial information included in the registration document has not been prepared in accordance with the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 and that there may be material differences in the financial information had Regulation (EC) No 1606/2002 been applied to the historical financial information. (b) immediately following the historical financial information a narrative description of the differences between the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 and the accounting principles adopted by the issuer in preparing its annual financial statements.
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(a) the balance sheet; (b) the income statement; (c) the accounting policies and explanatory notes.
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(a) a prominent statement disclosing which auditing standards have been applied; (b) an explanation of any significant departures from international standards on auditing.
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(a) the memorandum and articles of association of the issuer; (b) all reports, letters, and other documents, historical financial information, valuations and statements prepared by any expert at the issuer's request any part of which is included or referred to in the registration document; (c) the historical financial information of the issuer or, in the case of a group, the historical financial information of the issuer and its subsidiary undertakings for each of the two financial years preceding the publication of the registration document.
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(a) the person responsible for this financial information, if different from the one which is responsible for the prospectus in general, approves that information; (b) independent accountants or auditors have agreed that this information is substantially consistent with the final figures to be published in the next annual audited financial statements; (c) this financial information has not been audited.
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(a) members of the administrative, management or supervisory bodies; (b) partners with unlimited liability, in the case of a limited partnership with a share capital; (c) founders, if the issuer has been established for fewer than five years; (d) any senior manager who is relevant to establishing that the issuer has the appropriate expertise and experience for the management of the issuer's business.
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(a) the names of all companies and partnerships of which such person has been a member of the administrative, management or supervisory bodies or partner at any time in the previous five years, indicating whether or not the individual is still a member of the administrative, management or supervisory bodies or partner. It is not necessary to list all the subsidiaries of an issuer of which the person is also a member of the administrative, management or supervisory bodies; (b) any convictions in relation to fraudulent offences for at least the previous five years; (c) details of any bankruptcies, receiverships or liquidations with which a person described in points (a) and (d) of the first subparagraph who was acting in the capacity of any of the positions set out in points (a) and (d) of the first subparagraph member of the administrative, management or supervisory bodies was associated for at least the previous five years; (d) details of any official public incrimination and/or sanctions of such person by statutory or regulatory authorities (including designated professional bodies) and whether such person has ever been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of an issuer or from acting in the management or conduct of the affairs of any issuer for at least the previous five years.
-
(a) the nature and extent of any transactions which are - as a single transaction or in their entirety - material to the issuer. Where such related party transactions are not concluded at arm's length provide an explanation of why these transactions were not concluded at arms length. In the case of outstanding loans including guarantees of any kind indicate the amount outstanding; (b) the amount or the percentage to which related party transactions form part of the turnover of the issuer.
-
(a) the balance sheet; (b) the income statement; (c) a statement showing either all changes in equity or changes in equity other than those arising from capital transactions with owners and distributions to owners; (d) the cash flow statement; (e) the accounting policies and explanatory notes.
-
(a) a prominent statement that the financial information included in the registration document has not been prepared in accordance with the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 and that there may be material differences in the financial information had Regulation (EC) No 1606/2002 been applied to the historical financial information; (b) immediately following the historical financial information a narrative description of the differences between the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 and the accounting principles adopted by the issuer in preparing its annual financial statements.
-
(a) the balance sheet; (b) the income statement; (c) a statement showing either all changes in equity or changes in equity other than those arising from capital transactions with owners and distributions to owners; (d) the cash flow statement; (e) the accounting policies and explanatory notes.
-
(a) a prominent statement disclosing which auditing standards have been applied; (b) an explanation of any significant departures from international standards on auditing.
-
(a) 18 months from the date of the prospectus if the issuer includes audited interim financial statements in the prospectus; (b) 15 months from the date of the prospectus if the issuer includes unaudited interim financial statements in the prospectus.
-
(a) the number of shares authorised; (b) the number of shares issued and fully paid and issued but not fully paid; (c) the par value per share, or that the shares have no par value; (d) a reconciliation of the number of shares outstanding at the beginning and end of the year. If more than 10 % of capital has been paid for with assets other than cash within the period covered by the historical financial information, state that fact.
-
(a) the memorandum and articles of association of the issuer; (b) all reports, letters, and other documents, historical financial information, valuations and statements prepared by any expert at the issuer’s request any part of which is included or referred to in the prospectus; (c) the historical financial information of the issuer or, in the case of a group, the historical financial information for the issuer and its subsidiary undertakings for each of the two financial years preceding the publication of the prospectus. An indication of where the documents on display may be inspected, by physical or electronic means.
-
(a) fixed date(s) on which the entitlement arises; (b) time limit after which entitlement to dividend lapses and an indication of the person in whose favour the lapse operates; (c) dividend restrictions and procedures for non-resident holders; (d) rate of dividend or method of its calculation, periodicity and cumulative or non-cumulative nature of payments.
-
(a) information on taxes on the income from the underlying shares withheld at source; (b) indication as to whether the issuer assumes responsibility for the withholding of taxes at the source.
-
the parties involved, content and exceptions of the agreement, indication of the period of the lock up.
-
(a) fixed date(s) on which the entitlement arises; (b) time limit after which entitlement to dividend lapses and an indication of the person in whose favour the lapse operates; (c) dividend restrictions and procedures for non-resident holders; (d) rate of dividend or method of its calculation, periodicity and cumulative or non-cumulative nature of payments.
-
Voting rights. Pre-emption rights in offers for subscription of securities of the same class. Right to share in the issuer’s profits. Rights to share in any surplus in the event of liquidation. Redemption provisions. Conversion provisions.
-
(a) information on taxes on the income from the depository receipts withheld at source; (b) indication as to whether the issuer assumes responsibility for the withholding of taxes at the source.
-
(a) the person responsible for this financial information, if different from the one which is responsible for the prospectus in general, approves that information; (b) independent accountants or auditors have agreed that this information is substantially consistent with the final figures to be published in the next annual audited financial statements; (c) this financial information has not been audited.
-
(a) members of the administrative, management or supervisory bodies; (b) partners with unlimited liability, in the case of a limited partnership with a share capital.
-
(a) the balance sheet; (b) the income statement; (c) in the case of an admission of securities to trading on a regulated market only, a cash flow statement; (d) the accounting policies and explanatory notes.
-
(a) the memorandum and articles of association of the issuer; (b) all reports, letters, and other documents, historical financial information, valuations and statements prepared by any expert at the issuer's request any part of which is included or referred to in the registration document; (c) the historical financial information of the issuer or, in the case of a group, the historical financial information of the issuer and its subsidiary undertakings for each of the two financial years preceding the publication of the registration document.
-
The expiration or maturity date of the derivative securities. The exercise date or final reference date.
-
(a) information on taxes on the income from the securities withheld at source; (b) indication as to whether the issuer assumes responsibility for the withholding of taxes at the source.
-
an indication where information about the past and the further performance of the underlying and its volatility can be obtained, where the underlying is a security, -
the name of the issuer of the security, the ISIN (international security identification number) or other such security identification code,
-
where the underlying is an index: -
the name of the index, a description of the index if it is composed by the issuer or by any legal entity belonging to the same group, 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: -
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, and 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 adjustment rules) are based on predetermined and objective criteria.
-
If the index is not composed by the issuer, where information about the index can be obtained. -
where the underlying is an interest rate, -
a description of the interest rate,
-
others: -
Where the underlying does not fall within the categories specified above the securities note shall contain equivalent information.
-
where the underlying is a basket of underlyings, -
disclosure of the relevant weightings of each underlying in the basket.
-
-
the date from which interest becomes payable and the due dates for interest, the time limit on the validity of claims to interest and repayment of principal.
-
a description of any market disruption or settlement disruption events that affect the underlying, adjustment rules with relation to events concerning the underlying, name of the calculation agent.
-
Dividend rights: -
fixed date(s) on which the entitlement arises, time limit after which entitlement to dividend lapses and an indication of the person in whose favour the lapse operates, dividend restrictions and procedures for non resident holders, rate of dividend or method of its calculation, periodicity and cumulative or non-cumulative nature of payments.
-
Voting rights. Pre-emption rights in offers for subscription of securities of the same class. Right to share in the issuer’s profits. Rights to share in any surplus in the event of liquidation. Redemption provisions. Conversion provisions.
-
(a) invested in, either directly or indirectly, or lent to any single underlying issuer (including the underlying issuer’s subsidiaries or affiliates); or (b) invested in one or more collective investment undertakings which may invest in excess of 20 % of its gross assets in other collective investment undertakings (open-end and/or closed-end type); or (c) exposed to the creditworthiness or solvency of any one counterparty (including its subsidiaries or affiliates);
-
(i) information relating to each underlying issuer/collective investment undertaking/counterparty as if it were an issuer for the purposes of the minimum disclosure requirements for the share registration document schedule (in the case of (a)) or minimum disclosure requirements for the registration document schedule for securities issued by collective investment undertaking of the closed-end type (in the case of (b)) or the minimum disclosure requirements for the debt and derivative securities with an individual denomination per unit of at least EUR 100000 registration document schedule (in the case of (c));or (ii) if the securities issued by the underlying issuer/collective investment undertaking/counterparty have already been admitted to trading on a regulated or equivalent market or the obligations are guaranteed by an entity admitted to trading on a regulated or equivalent market, the name, address, country of incorporation, nature of business and name of the market in which its securities are admitted.
-
(a) information relating to each underlying collective investment undertaking as if it were an issuer under minimum disclosure requirements for the registration document schedule for securities issued by collective investment undertaking of the closed-end type; (b) if securities issued by an underlying collective investment undertaking have already been admitted to trading on a regulated or equivalent market or the obligations are guaranteed by an entity admitted to trading on a regulated or equivalent market, the name, address, country of incorporation, nature of business and name of the market in which its securities are admitted.
-
(a) the valuation entity; (b) any other entity responsible for the administration of the property.
-
(a) such information as is required to be disclosed under items 5.1.1 to 5.1.4 and, if material, under item 5.1.5 of Annex I; (b) a description of the obligations of such party under the custody or similar agreement; (c) any delegated custody arrangements; (d) the regulatory status of such party and delegates.
-
(a) the structure of the economy with details of the main sectors of the economy; (b) gross domestic product with a breakdown by the issuer’s economic sectors over for the previous two fiscal years.
-
(a) the tax and budgetary systems; (b) gross public debt including a summary of the debt, the maturity structure of outstanding debt (particularly noting debt with a residual maturity of less than one year) and debt payment record, and of the parts of debt denominated in the domestic currency of the issuer and in foreign currencies; (c) foreign trade and balance of payment figures; (d) foreign exchange reserves including any potential encumbrances to such foreign exchange reserves as forward contracts or derivatives; (e) financial position and resources including liquid deposits available in domestic currency; (f) income and expenditure figures.
-
(a) financial and audit reports for the issuer covering the last two fiscal years and the budget for the current fiscal year; (b) all reports, letters, and other documents, valuations and statements prepared by any expert at the issuer's request any part of which is included or referred to in the registration document.
-
(a) annual and audit reports of the issuer for each of the last two financial years prepared in accordance with the accounting and auditing principles adopted by the issuer; (b) all reports, letters, and other documents, valuations and statements prepared by any expert at the issuer’s request any part of which is included or referred to in the registration document; (c) the issuer’s constituent document.
| REGISTRATION DOCUMENT | ||||||
|---|---|---|---|---|---|---|
| SCHEDULES | BUILDING BLOCK | |||||
| TYPES OF SECURITIES | Share | Debt and derivative (< EUR |
Debt and derivative (> or = EUR |
Asset -backed securities | Banks debt and derivative | Pro forma information |
| Shares (preference shares, redeemable shares, shares with preferential subscription rights; etc.) | ||||||
| Bonds (vanilla bonds, income bonds, structured bonds, etc.) with a denomination of less than EUR |
or | or | ||||
| Bonds (vanilla bonds, income bonds, structured bonds, etc.) with a denomination of at least EUR |
or | or | ||||
| Debt securities guaranteed by a third party | or | or | or | |||
| Derivative securities guaranteed by a third party | or | or | or | |||
| Asset-backed securities | ||||||
| Bonds exchangeable or convertible into third-party shares or issuers' or group shares which are admitted on a regulated market | or | or | or | |||
| Bonds exchangeable or convertible into the issuer's shares not admitted on a regulated market | ||||||
| Bonds exchangeable or convertible into group's shares not admitted on a regulated market | or | or | or | |||
| Bonds with warrants to acquire the issuer's shares not admitted to trading on a regulated market | ||||||
| Shares with warrants to acquire the issuer's shares not admitted to trading on a regulated market | ||||||
| Derivatives securities giving the right to subscribe or to acquire the issuer's shares not admitted on a regulated market | ||||||
| Derivatives securities giving the right to acquire group's shares not admitted on a regulated market | or | or | or | |||
| Derivatives securities giving the right to subscribe or to acquire issuer's or group shares which are admitted on a regulated market and derivatives sec. linked to any other underlying than issuer's or group shares which are not admitted on a regulated market (including any derivatives sec. entitling to cash settlement) | or | or | or | |||
| REGISTRATION DOCUMENT | |||
|---|---|---|---|
| SCHEDULES | |||
| TYPES OF SECURITIES | Collective investment undertaking of the closed-end type | States and their regional and local authorities | Public international bodies/Debt Securities guaranteed by a Member State of the OECD |
| Shares (preference shares, redeemable shares, shares with preferential subscription rights; etc.) | |||
| Bonds (vanilla bonds, income bonds, structured bonds, etc with a denomination of less than EUR |
|||
| Bonds (vanilla bonds, income bonds, structured bonds, etc.) with a denomination of at least EUR |
|||
| Debt securities guaranteed by a third party | |||
| Derivative securities guaranteed by a third party | |||
| Asset-backed securities | |||
| Bonds exchangeable or convertible into third party shares or issuers' or group shares which are admitted on a regulated market | |||
| Bonds exchangeable or convertible into the issuer's shares not admitted on a regulated market | |||
| Bonds exchangeable or convertible into group's shares not admitted on a regulated market | |||
| Bonds with warrants to acquire the issuer's shares not admitted to trading on a regulated market | |||
| Shares with warrants to acquire the issuer's shares not admitted to trading on a regulated market | |||
| Derivatives securities giving the right to subscribe or to acquire the issuer's shares not admitted on a regulated market | |||
| Derivatives securities giving the right to acquire group's shares not admitted on a regulated market | |||
| Derivatives securities giving the right to subscribe or to acquire issuer's or group shares which are admitted on a regulated market and derivatives sec. linked to any other underlying than issuer's or group shares which are not admitted on a regulated market (including any derivatives securities entitling to cash settlement) | |||
| SECURITIES NOTE | |||||||
|---|---|---|---|---|---|---|---|
| SCHEDULES | ADDITIONAL BUILDING BLOCKS | ||||||
| TYPES OF SECURITIES | Share | Debt (<EUR |
Debt (> or = EUR |
Derivatives securities | Guarantees | Asset-backed securities | Underlying share |
| Shares (preference shares, redeemable shares, shares with preferential subscription rights; etc.) | |||||||
| Bonds (vanilla bonds, income bonds, structured bonds, etc with a denomination of less than EUR |
|||||||
| Bonds (vanilla bonds, income bonds, structured bonds, etc) with a denomination of at least EUR |
|||||||
| Debt securities guaranteed by a third party | or | or | |||||
| Derivative securities guaranteed by a third party | |||||||
| Asset-backed securities | or | or | |||||
| Bonds exchangeable or convertible into third party shares or issuers' or group shares which are admitted on a regulated market | or | or | Only point 4.2.2 | ||||
| Bonds exchangeable or convertible into the issuer's shares not admitted on a regulated market | or | or | |||||
| Bonds exchangeable or convertible into group's shares not admitted on a regulated market | or | or | |||||
| Bonds with warrants to acquire the issuer's shares not admitted to trading on a regulated market | or | or | and except point 4.2.2 | ||||
| Shares with warrants to acquire the issuer's shares not admitted to trading on a regulated market | and except point 4.2.2 | ||||||
| Derivatives securities giving the right to subscribe or to acquire the issuer's shares not admitted on a regulated market | except point 4.2.2 | ||||||
| Derivatives securities giving the right to acquire group's shares not admitted on a regulated market | except point 4.2.2 | ||||||
| Derivatives securities giving the right to subscribe or to acquire issuer's or group shares which are admitted on a regulated market and derivatives securities linked to any other underlying than issuer's or group shares which are not admitted on a regulated market (including any derivatives securities entitling to cash settlement) | |||||||
Property companies Mineral companies Investment companies Scientific research based companies Companies with less than three years of existence (start-up companies) Shipping companies.
| Annex V | Instructions | |
|---|---|---|
| 1. | PERSONS RESPONSIBLE | |
| 1.1. | All persons responsible for the information given in the prospectus and, as the case may be, for certain parts of it, 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 case of legal persons indicate the name and registered office. | Category A |
| 1.2. | A declaration by those responsible for the prospectus that, having taken all reasonable care to ensure that such is the case, the information contained in the prospectus is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import. As the case may be, declaration by those responsible for certain parts of the prospectus that the information contained in the part of the prospectus for which they are responsible is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import. | Category A |
| 2. | RISK FACTORS | |
| 2.1. | 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". | Category A |
| 3. | ESSENTIAL INFORMATION | |
| 3.1. | ||
| A description of any interest, including conflicting ones, that is material to the issue/offer, detailing the persons involved and the nature of the interest. | Category C | |
| 3.2. | ||
| Reasons for the offer if different from making profit and/or hedging certain risks. 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 by 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, state the amount and sources of other funds needed. | Category C | |
| 4. | INFORMATION CONCERNING THE SECURITIES TO BE OFFERED/ADMITTED TO TRADING | |
| 4.1. | Category B | |
| Category C | ||
| 4.2. | Legislation under which the securities have been created | Category A |
| 4.3. | Category A | |
| Category C | ||
| 4.4. | Currency of the securities issue | Category C |
| 4.5. | Ranking of the securities being offered and/or admitted to trading, including summaries of any clauses that are intended to affect ranking or subordinate the security to any present or future liabilities of the issuer. | Category A |
| 4.6. | 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 |
| 4.7. | Category C | |
| Category B | ||
| Category C | ||
| Category C | ||
| Category B | ||
| Where the rate is not fixed, | ||
| Category A | ||
| Category C | ||
| Category B | ||
| Category C | ||
| Category B | ||
| Category B | ||
| Category C | ||
| Category B | ||
| 4.8. | Category C | |
| Category B | ||
| 4.9. | Category C | |
| Category B | ||
| 4.10. | Representation of debt security holders including an identification of the organisation representing the investors and provisions applying to such representation. Indication of where the public may have access to the contracts relating to these forms of representation. | Category B |
| 4.11. | 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 |
| 4.12. | In the case of new issues, the expected issue date of the securities. | Category C |
| 4.13. | A description of any restrictions on the free transferability | Category A |
| 4.14. |
|
Category A |
| 5. | TERMS AND CONDITIONS OF THE OFFER | |
| 5.1. | ||
| 5.1.1. | Conditions to which the offer is subject | Category C |
| 5.1.2. | Total amount of the issue/offer; if the amount is not fixed, description of the arrangements and time for announcing to the public the definitive amount of the offer. | Category C |
| 5.1.3. | Category C | |
| Category C | ||
| 5.1.4. | A description of the possibility to reduce subscriptions and the manner for refunding excess amount paid by applicants. | Category C |
| 5.1.5. | Details of the minimum and/or maximum amount of application (whether in number of securities or aggregate amount to invest) | Category C |
| 5.1.6. | Method and time limits for paying up the securities and for delivery of the securities | Category C |
| 5.1.7. | A full description of the manner and date in which results of the offer are to be made public. | Category C |
| 5.1.8. | 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 |
| 5.2. | ||
| 5.2.1. | Category A | |
| Category C | ||
| 5.2.2. | Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made | Category C |
| 5.3. | ||
| 5.3.1. | Category C | |
| Category B | ||
| Category C | ||
| 5.4. | ||
| 5.4.1. | Name and address of the coordinator(s) of the global offer and of single parts of the offer and, to the extend known to the issuer or to the offeror, of the placers in the various countries where the offer takes place. | Category C |
| 5.4.2. | Name and address of any paying agents and depository agents in each country | Category C |
| 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 |
| 5.4.4. | When the underwriting agreement has been or will be reached. | Category C |
| 6. | ADMISSION TO TRADING AND DEALING ARRANGEMENTS | |
| 6.1. | Category B | |
| Category C | ||
| 6.2. | All regulated markets or equivalent 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 |
| 6.3. | 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 |
| 7. | ADDITIONAL INFORMATION | |
| 7.1. | If advisors connected with an issue are mentioned in the Securities Note, a statement of the capacity in which the advisors have acted. | Category C |
| 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 |
| 7.3. | Where a statement or report attributed to a person as an expert is included in the Securities Note, provide such persons’ name, business address, qualifications and material interest if any in the issuer. If the report has been produced at the issuer’s request a statement to that effect that such statement or report is included, in the form and context in which it is included, with the consent of that person who has authorised the contents of that part of the Securities Note. | Category A |
| 7.4. | 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 |
| 7.5. | Category A | |
| Category C | ||
| Annex XII | Instructions | |
| 1. | PERSONS RESPONSIBLE | |
| 1.1. | All persons responsible for the information given in the prospectus and, as the case may be, for certain parts of it, 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 case of legal persons indicate the name and registered office. | Category A |
| 1.2. | A declaration by those responsible for the prospectus that, having taken all reasonable care to ensure that such is the case, the information contained in the prospectus is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import. As the case may be, declaration by those responsible for certain parts of the prospectus that, having taken all reasonable care to ensure that such is the case, the information contained in the part of the prospectus for which they are responsible is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import. | Category A |
| 2. | RISK FACTORS | |
| 2.1. | 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". 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/or, 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 |
| 3. | ESSENTIAL INFORMATION | |
| 3.1. | ||
| A description of any interest, including conflicting ones that is material to the issue/offer, detailing the persons involved and the nature of the interest | Category C | |
| 3.2. | ||
| If reasons for the offer and use of proceeds are disclosed provide the total net proceeds and an estimate of the total expenses of the issue/offer. | Category C | |
| 4. | INFORMATION CONCERNING THE SECURITIES TO BE OFFERED AND ADMITTED TO TRADING | |
| 4.1. | ||
| 4.1.1. | Category B | |
| Category C | ||
| 4.1.2. | 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 unless the securities have a denomination per unit of at least EUR |
Category B |
| 4.1.3. | Legislation under which the securities have been created. | Category A |
| 4.1.4. | Category A | |
| Category C | ||
| 4.1.5. | Currency of the securities issue | Category C |
| 4.1.6. | Ranking of the securities being offered and/or admitted to trading, including summaries of any clauses that are intended to affect ranking or subordinate the security to any present or future liabilities of the issuer. | Category A |
| 4.1.7. | A description of the rights attached to the securities, including any limitations of those rights, and procedure for the exercise of said rights. | Category B |
| 4.1.8. | 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 |
| 4.1.9. | The issue date of the securities | Category C |
| 4.1.10. | A description of any restrictions on the free transferability of the securities | Category A |
| 4.1.11. | Category C | |
| Category C | ||
| 4.1.12. | A description of the settlement procedure of the derivative securities | Category B |
| 4.1.13. | Category B | |
| Category C | ||
| Category B | ||
| 4.1.14. |
|
Category A |
| 4.2. | ||
| 4.2.1. | The exercise price or the final reference price of the underlying | Category C |
| 4.2.2. | A statement setting out the type of the underlying | Category A |
| an indication where information about the past and the further performance of the underlying and its volatility can be obtained | Category C | |
| Category C | ||
| Category C | ||
| Category C | ||
| Category A | ||
|
Category A | |
| Category C | ||
| Category C | ||
| Category C | ||
| Category C | ||
| 4.2.3. | A description of any market disruption or settlement disruption events that affect the underlying | Category B |
| 4.2.4. | Adjustment rules with relation to events concerning the underlying. | Category B |
| 5. | TERMS AND CONDITIONS OF THE OFFER | |
| 5.1. | ||
| 5.1.1. | Conditions to which the offer is subject | Category C |
| 5.1.2. | Total amount of the issue/offer; if the amount is not fixed, description of the arrangements and time for announcing to the public the definitive amount of the offer. | Category C |
| 5.1.3. | Category C | |
| Category C | ||
| 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 |
| 5.1.5. | Method and time limits for paying up the securities and for delivery of the securities | Category C |
| 5.1.6. | A full description of the manner and date in which results of the offer are to be made public. | Category C |
| 5.2. | ||
| 5.2.1. | Category A | |
| Category C | ||
| 5.2.2. | Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made | Category C |
| 5.3. | ||
| 5.3.1. | Category C | |
| Category B | ||
| Category C | ||
| 5.4. | ||
| 5.4.1. | Name and address of the coordinator(s) of the global offer and of single parts of the offer and, to the extend known to the issuer or to the offeror, of the placers in the various countries where the offer takes place. | Category C |
| 5.4.2. | Name and address of any paying agents and depository agents in each country | Category C |
| 5.4.3. | Entities agreeing to underwrite the issue on a firm commitment basis, and entities agreeing to place the issue without a firm commitment or under "best efforts" arrangements. Where not all of the issue is underwritten, a statement of the portion not covered | Category C |
| 5.4.4. | When the underwriting agreement has been or will be reached. | Category C |
| 5.4.5. | Name and address of a calculation agent. | Category C |
| 6. | ADMISSION TO TRADING AND DEALING ARRANGEMENTS | |
| 6.1. | Category B | |
| Category C | ||
| 6.2. | All the regulated markets or equivalent 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 |
| 6.3. | 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 |
| 7. | ADDITIONAL INFORMATION | |
| 7.1. | If advisors connected with an issue are mentioned in the Securities Note, a statement of the capacity in which the advisors have acted. | Category C |
| 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 |
| 7.3. | Where a statement or report attributed to a person as an expert is included in the Securities Note, provide such person’s name, business address, qualifications and material interest, if any, in the issuer. If the report has been produced at the issuer’s request a statement to that effect that such statement or report is included, in the form and context in which it is included, with the consent of that person who has authorised the contents of that part of the Securities Note. | Category A |
| 7.4. | Where information has been sourced from a third party, provide a confirmation that this information has been accurately reproduced and that as far as the issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. In addition, the issuer shall identify the source(s) of the information | Category C |
| 7.5. | 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 |
| Annex XIII | Instructions | |
| 1. | PERSONS RESPONSIBLE | |
| 1.1. | All persons responsible for the information given in the prospectus and, as the case may be, for certain parts of it, with, in the latter case, an indication of such parts. In case of natural persons including members of the issuer’s administrative, management or supervisory bodies indicate the name and function of the person; in case of legal persons indicate the name and registered office. | Category A |
| 1.2. | A declaration by those responsible for the prospectus that, having taken all reasonable care to ensure that such is the case, the information contained in the prospectus is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import. As the case may be, declaration by those responsible for certain parts of the prospectus that the information contained in the part of the prospectus for which they are responsible is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import. | Category A |
| 2. | RISK FACTORS | |
| Prominent disclosure of risk factors that are material to the securities admitted to trading in order to assess the market risk associated with these securities in a section headed "Risk factors". | Category A | |
| 3. | ESSENTIAL INFORMATION | |
| Interest of natural and legal persons involved in the issue | ||
| A description of any interest, including conflicting ones, that is material to the issue, detailing the persons involved and the nature of the interest. | Category C | |
| 4. | INFORMATION CONCERNING THE SECURITIES TO BE ADMITTED TO TRADING | |
| 4.1. | Total amount of securities being admitted to trading. | Category C |
| 4.2. | Category B | |
| Category C | ||
| 4.3. | Legislation under which the securities have been created | Category A |
| 4.4. | Category A | |
| Category C | ||
| 4.5. | Currency of the securities issue | Category C |
| 4.6. | Ranking of the securities being offered and/or admitted to trading, including summaries of any clauses that are intended to affect ranking or subordinate the security to any present or future liabilities of the issuer. | Category A |
| 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 |
| 4.8. | Category C | |
| Category B | ||
| Category C | ||
| Category C | ||
| Category B | ||
| Where the rate is not fixed | ||
| Category A | ||
| Category C | ||
| Category B | ||
| Category B | ||
| Category B | ||
| Category C | ||
| 4.9. | Category C | |
| Category B | ||
| 4.10. | Category C | |
| 4.11. | Representation of debt security holders including an identification of the organisation representing the investors and provisions applying to such representation. Indication of where the public may have access to the contracts relating to these forms of representation. | Category B |
| 4.12. | A statement of the resolutions, authorisations and approvals by virtue of which the securities have been created and/or issued. | Category C |
| 4.13. | The issue date of the securities | Category C |
| 4.14. | A description of any restrictions on the free transferability of the securities | Category A |
| 5. | ADMISSION TO TRADING AND DEALING ARRANGEMENTS | |
| 5.1. | Category B | |
| Category C | ||
| 5.2. | Name and address of any paying agents and depository agents in each country. | Category C |
| 6. | EXPENSE OF THE ADMISSION TO TRADING | |
| An estimate of the total expenses related to the admission to trading | Category C | |
| 7. | ADDITIONAL INFORMATION | |
| 7.1. | If advisors are mentioned in the Securities Note, a statement of the capacity in which the advisors have acted. | Category C |
| 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 |
| 7.3. | Where a statement or report attributed to a person as an expert is included in the Securities Note, provide such person’s name, business address, qualifications and material interest if any in the issuer. If the report has been produced at the issuer’s request a statement to that effect that such statement or report is included, in the form and context in which it is included, with the consent of that person who has authorised the contents of that part of the Securities Note. | Category A |
| 7.4. | 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 |
| 7.5. | Category A | |
| Category C | ||
| Annex VIII | Instructions | |
| 1. | THE SECURITIES | |
| 1.1. | The minimum denomination of an issue. | Category C |
| 1.2. | 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. | Category C |
| 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 | |
| 2. | THE UNDERLYING ASSETS | |
| 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 |
| 2.2. | ||
| 2.2.1. | The legal jurisdiction by which the pool of assets is governed | Category C |
| 2.2.2. | Category A | |
| Category B | ||
| as well as global statistical data referred to the securitised assets. | Category C | |
| 2.2.3. | the legal nature of the assets | Category C |
| 2.2.4. | the expiry or maturity date(s) of the assets | Category C |
| 2.2.5. | the amount of the assets | Category C |
| 2.2.6. | loan to value ratio or level of collateralisation | Category C |
| 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 |
| 2.2.8. | an indication of significant representations and collaterals given to the issuer relating to the assets | Category C |
| 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 |
| 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 |
| 2.2.11. | Where the assets comprise obligations of 5 or fewer obligors which are legal persons or where an obligor accounts for 20 % or more of the assets, or where an obligor accounts for a material portion of the assets, so far as the issuer is aware and/or is able to ascertain from information published by the obligor(s) indicate either of the following: | |
| Category A | ||
| Category C | ||
| 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 |
| 2.2.13. | Where the assets comprise obligations that are not traded on a regulated or equivalent market, a description of the principal terms and conditions of the obligations | Category B |
| 2.2.14. | Where the assets comprise equity securities that are admitted to trading on a regulated or equivalent market indicate the following: | |
| Category C | ||
| Category C | ||
| Category C | ||
| 2.2.15. | Where more than ten (10) per cent of the assets comprise equity securities that are not traded on a regulated or equivalent market, a description of those equity securities and equivalent information to that contained in the schedule for share registration document in respect of each issuer of those securities | Category A |
| 2.2.16. | 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 |
| 2.3. | ||
| 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 |
| 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 B |
| 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 |
| 3. | STRUCTURE AND CASH FLOW | |
| 3.1. | Description of the structure of the transaction, including, if necessary, a structure diagram | Category A |
| 3.2. | Description of the entities participating in the issue and description of the functions to be performed by them | Category A |
| 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 |
| 3.4. | ||
| 3.4.1. | how the cash flow from the assets will meet the issuer’s obligations to holders of the securities, including, if necessary, a financial service table and a description of the assumptions used in developing the table | Category B |
| 3.4.2. | information on any credit enhancements, an indication of where material potential liquidity shortfalls may occur and the availability of any liquidity supports and indication of provisions designed to cover interest/principal shortfall risks | Category B |
| 3.4.3. | without prejudice to item 3.4.2, details of any subordinated debt finance | Category C |
| 3.4.4 | an indication of any investment parameters for the investment of temporary liquidity surpluses and description of the parties responsible for such investment | Category B |
| 3.4.5. | how payments are collected in respect of the assets | Category B |
| 3.4.6. | the order of priority of payments made by the issuer to the holders of the class of securities in question | Category A |
| 3.4.7. | details of any other arrangements upon which payments of interest and principal to investors are dependent | Category A |
| 3.5. | the name, address and significant business activities of the originators of the securitised assets | Category C |
| 3.6. | Where the return on, and/or repayment of the security is linked to the performance or credit of other assets which are not assets of the issuer, items 2.2 and 2.3 are necessary | See items 2.2 and 2.3 |
| 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 |
| 3.8. | the names and addresses and brief description of: | |
| Category A | ||
| Category C | ||
| 4. | POST ISSUANCE REPORTING | |
| 4.1. | Indication in the prospectus whether or not it intends to provide post-issuance transaction information regarding securities to be admitted to trading and the performance of the underlying collateral. Where the issuer has indicated that it intends to report such information, specify in the prospectus what information will be reported, where such information can be obtained, and the frequency with which such information will be reported | Category C |
| Annex XIV | Instructions | |
| 1. | Description of the underlying share | |
| 1.1. | Describe the type and the class of the shares | Category A |
| 1.2. | Legislation under which the shares have been or will be created | Category A |
| 1.3. | Indication whether the securities are in registered form or bearer form and whether the securities are in certificated form or book-entry form. In the latter case, name and address of the entity in charge of keeping the records | Category A |
| 1.4. | Indication of the currency of the shares issue | Category A |
| 1.5. |
|
Category A |
| 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 |
| 1.7. | Where and when the shares will be or have been admitted to trading | Category C |
| 1.8. | Description of any restrictions on the free transferability of the shares | Category A |
| 1.9. | Indication of the existence of any mandatory takeover bids/or squeeze-out and sell-out rules in relation to the shares | Category A |
| 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 A |
| 1.11. | Impact on the issuer of the underlying share of the exercise of the right and potential dilution effect for the shareholders. | Category C |
| 2. | 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 share registration document schedule | Category A |
| Annex VI | Instructions | |
| 1. | NATURE OF THE GUARANTEE | |
| Category B | ||
| 2. | SCOPE OF THE GUARANTEE | |
| Details shall be disclosed about the terms and conditions and scope of the guarantee. Without prejudice to the generality of the foregoing, 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. | Category B | |
| 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. | Category A | |
| 4. | DOCUMENTS ON DISPLAY | |
| Indication of the places where the public may have access to the material contracts and other documents relating to the guarantee. | Category A | |
| Annex XXX | Instructions | |
| 1. | INFORMATION TO BE PROVIDED REGARDING CONSENT BY THE ISSUER OR PERSON RESPONSIBLE FOR DRAWING UP THE PROSPECTUS | |
| 1.1. | Express consent by the issuer or person responsible for drawing up the prospectus to the use of the prospectus and statement that it accepts responsibility for the content of the prospectus also with respect to subsequent resale or final placement of securities by any financial intermediary which was given consent to use the prospectus. | Category A |
| 1.2. | Indication of the period for which consent to use the prospectus is given. | Category A |
| 1.3. | Indication of the offer period upon which subsequent resale or final placement of securities by financial intermediaries can be made. | Category C |
| 1.4. | Indication of the Member States in which financial intermediaries may use the prospectus for subsequent resale or final placement of securities. | Category A |
| 1.5. | Any other clear and objective conditions attached to the consent which are relevant for the use of the prospectus. | Category C |
| 1.6. | Notice in bold informing investors that, in the event of an offer being made by a financial intermediary, this financial intermediary will provide information to investors on the terms and conditions of the offer at the time the offer is made. | Category A |
| 2A. | ADDITIONAL INFORMATION TO BE PROVIDED WHERE A CONSENT IS GIVEN TO ONE OR MORE SPECIFIED FINANCIAL INTERMEDIARIES | |
| 2A.1. | List and identity (name and address) of the financial intermediary or intermediaries that are allowed to use the prospectus. | Category C |
| 2A.2. | Indication how any new information with respect to 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 |
| 2B. | ADDITIONAL INFORMATION TO BE PROVIDED WHERE A CONSENT IS GIVEN TO ALL FINANCIAL INTERMEDIARIES | |
| 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 |
| Annexes | Element | Disclosure requirement |
|---|---|---|
| ||
|
| Annexes | Element | Disclosure requirement |
|---|---|---|
| The legal and commercial name of the issuer. | ||
| The domicile and legal form of the issuer, the legislation under which the issuer operates and its country of incorporation. | ||
| A description of, and key factors relating to, the nature of the issuer’s current operations and its principal activities, stating the main categories of products sold and/or services performed and identification of the principal markets in which the issuer competes. | ||
| A description of the most significant recent trends affecting the issuer and the industries in which it operates. | ||
| A description of any known trends affecting the issuer and the industries in which it operates. | ||
| If the issuer is part of a group, a description of the group and the issuer’s position within the group. | ||
| Where a profit forecast or estimate is made, state the figure. | ||
| A description of the nature of any qualifications in the audit report on the historical financial information. | ||
| If the issuer’s working capital is not sufficient for the issuer’s present requirements an explanation should be included. | ||
| ||
| A description of any recent events particular to the issuer which are to a material extent relevant to the evaluation of the issuer’s solvency. | ||
| A description of the issuer’s principal activities. | ||
| Credit ratings assigned to an issuer or its debt securities at the request or with the cooperation of the issuer in the rating process. | ||
| A description of the nature and scope of the guarantee. | ||
| Section B information about the guarantor as if it were the issuer of the same type of security that is the subject of the guarantee. Therefore provide such information as required for a summary for the relevant annex. | ||
| A statement whether the issuer has been established as a special purpose vehicle or entity for the purpose of issuing asset backed securities. | ||
| A description of the issuer’s principal activities including a global overview of the parties to the securitisation program including information on the direct or indirect ownership or control between those parties. | ||
| Where, since the date of incorporation or establishment, an issuer has not commenced operations and no financial statements have been made up as at the date of the registration document, a statement to that effect. | ||
| A description of any material adverse change in the prospects of the issuer since the date of its last published audited financial statements. | ||
| ||
| In respect of an actively managed pool of assets backing the issue a description of the parameters within which investments can be made, the name and description of the entity responsible for such management including a brief description of that entity’s relationship with any other parties to the issue. | ||
| Where an issuer proposes to issue further securities backed by the same assets a statement to that effect. | ||
| A description of the structure of the transaction, including, if necessary, a structure diagram. | ||
| A description of the flow of funds including information on swap counterparties and any other material forms of credit/liquidity enhancements and the providers thereof. | ||
| The name and a description of the originators of the securitised assets. | ||
| ||
| ||
| ||
| A description of the investment objective and policy, including any investment restrictions, which the collective investment undertaking will pursue with a description of the instruments used. | ||
| The borrowing and/or leverage limits of the collective investment undertaking. If there are no such limits, include a statement to that effect. | ||
| A description of the regulatory status of the collective investment undertaking together with the name of any regulator in its country of incorporation. | ||
| A brief profile of a typical investor for whom the collective investment undertaking is designed. | ||
| ||
| ||
| A description of the applicant’s service providers including the maximum fees payable. | ||
| The identity and regulatory status of any investment manager, investment advisor, custodian, trustee or fiduciary (including and delegated custody arrangements). | ||
| A description of how often the net asset value of the collective investment undertaking will be determined and how such net asset value will be communicated to investors. | ||
| In the case of an umbrella collective investment undertaking, a statement of any cross liability that may occur between classes or investment in other collective investment undertaking. | ||
| ||
| A description of the collective investment undertaking’s portfolio. | ||
| An indication of the most recent net asset value per security (if applicable). | ||
| ||
| A description/the key facts of public finance and trade information for the 2 fiscal years prior to the date of the prospectus. With a description of any significant changes to that information since the end of the last fiscal year. | ||
| ||
| Selected key historical financial information covering the latest 2 financial years. This should be accompanied by a description of any significant changes to the issuer’s financial position since the last audited financial information. |
| Annexes | Element | Disclosure requirement |
|---|---|---|
| A description of the type and the class of the securities being offered and/or admitted to trading, including any security identification number. | ||
| Currency of the securities issue. | ||
| A description of the rights attached to the securities. | ||
| A description of any restrictions on the free transferability of the securities. | ||
| An indication as to whether the securities offered are or will be the object of an application for admission to trading on a regulated market and the identity of all the regulated markets where the securities are or are to be traded. | ||
| A description of dividend policy. | ||
| ||
| ||
| ||
| An indication as to whether the securities offered are or will be the object of an application for admission to trading, with a view to their distribution in a regulated market or other equivalent markets with indication of the markets in question. | ||
| The minimum denomination of an issue. | ||
| ||
| ||
| A description of how the value of the investment is affected by the value of the underlying instrument(s), unless the securities have a denomination of at least EUR | ||
| The expiration or maturity date of the derivative securities – the exercise date or final reference date. | ||
| A description of the settlement procedure of the derivative securities. | ||
| A description of how the return on derivative securities takes place. | ||
| The exercise price or the final reference price of the underlying. | ||
| A description of the type of the underlying and where the information on the underlying can be found. | ||
| Indication of the market where the securities will be traded and for which prospectus has been published. | ||
|
| Annexes | Element | Disclosure requirement |
|---|---|---|
| Key information on the key risks that are specific to the issuer or its industry | ||
| Key information on the key risks that are specific to the issuer. | ||
| Key information on the key risks that are specific to the securities. | ||
| ||
| ||
|
| Annexes | Element | Disclosure requirement |
|---|---|---|
| The total net proceeds and an estimate of the total expenses of the issue/offer, including estimated expenses charged to the investor by the issuer or the offeror. | ||
| Reasons for the offer, use of proceeds, estimated net amount of the proceeds. | ||
| Reasons for the offer and use of proceeds when different from making profit and/or hedging certain risks. | ||
| A description of the terms and conditions of the offer. | ||
| A description of any interest that is material to the issue/offer including conflicting interests. | ||
| Estimated expenses charged to the investor by the issuer or the offeror. |
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8.1. A statement setting out the principal assumptions upon which the issuer has based its forecast, or estimate. There must be a clear distinction between assumptions about factors which the members of the administrative, management or supervisory bodies can influence and assumptions about factors which are exclusively outside the influence of the members of the administrative, management or supervisory bodies; the assumptions must be readily understandable by investors, be specific and precise and not relate to the general accuracy of the estimates underlying the forecast. 8.2. A report prepared by independent accountants or auditors stating that in the opinion of the independent accountants or auditors the forecast or estimate has been properly compiled on the basis stated, and that the basis of accounting used for the profit forecast or estimate is consistent with the accounting policies of the issuer. Where financial information relates to the previous financial year and only contains non-misleading figures substantially consistent with the final figures to be published in the next annual audited financial statements for the previous financial year, and the explanatory information necessary to assess the figures, a report shall not be required provided that the prospectus includes all of the following statements: -
(a) the person responsible for this financial information, if different from the one which is responsible for the prospectus in general, approves that information; (b) independent accountants or auditors have agreed that this information is substantially consistent with the final figures to be published in the next annual audited financial statements; (c) this financial information has not been audited.
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8.3. The profit forecast or estimate must be prepared on a basis comparable with the historical financial information. 8.4. If a profit forecast in a prospectus has been published which is still outstanding, then provide a statement setting out whether or not that forecast is still correct as at the time of the registration document, and an explanation of why such forecast is no longer valid if that is the case.
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(a) members of the administrative, management or supervisory bodies; (b) partners with unlimited liability, in the case of a limited partnership with a share capital; (c) founders, if the issuer has been established for fewer than 5 years; and (d) any senior manager who is relevant to establishing that the issuer has the appropriate expertise and experience for the management of the issuer’s business.
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(a) the names of all companies and partnerships of which such person has been a member of the administrative, management or supervisory bodies or partner at any time in the previous 5 years, indicating whether or not the individual is still a member of the administrative, management or supervisory bodies or partner. It is not necessary to list all the subsidiaries of an issuer of which the person is also a member of the administrative, management or supervisory bodies; (b) any convictions in relation to fraudulent offences for at least the previous 5 years; (c) details of any bankruptcies, receiverships or liquidations with which a person described in (a) and (d) of the first subparagraph who was acting in the capacity of any of the positions set out in (a) and(d) of the first subparagraph was associated for at least the previous 5 years; (d) details of any official public incrimination and/or sanctions of such person by statutory or regulatory authorities (including designated professional bodies) and whether such person has ever been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of an issuer or from acting in the management or conduct of the affairs of any issuer for at least the previous 5 years.
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11.1. Date of expiration of the current term of office, if applicable, and the period during which the person has served in that office. 11.2. Information about members of the administrative, management or supervisory bodies’ service contracts with the issuer or any of its subsidiaries providing for benefits upon termination of employment, or an appropriate negative statement. 11.3. Information about the issuer’s audit committee and remuneration committee, including the names of committee members and a summary of the terms of reference under which the committee operates. 11.4. A statement as to whether or not the issuer complies with its country’s of incorporation corporate governance regime(s). In the event that the issuer does not comply with such a regime, a statement to that effect must be included together with an explanation regarding why the issuer does not comply with such regime.
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(a) The nature and extent of any transactions which are – as a single transaction or in their entirety – material to the issuer. Where such related party transactions are not concluded at arm’s length provide an explanation of why these transactions were not concluded at arms length. In the case of outstanding loans including guarantees of any kind indicate the amount outstanding. (b) The amount or the percentage to which related party transactions form part of the turnover of the issuer.
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(a) balance sheet; (b) income statement; (c) a statement showing either all changes in equity or changes in equity other than those arising from capital transactions with owners and distributions to owners; (d) cash flow statement; (e) accounting policies and explanatory notes
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(a) 18 months from the date of the registration document if the issuer includes audited interim financial statements in the registration document; (b) 15 months from the date of the registration document if the issuer includes unaudited interim financial statements in the registration document.
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16.1.1. The amount of issued capital, and for each class of share capital: -
(a) the number of shares authorised; (b) the number of shares issued and fully paid and issued but not fully paid; (c) the par value per share, or that the shares have no par value; and (d) a reconciliation of the number of shares outstanding at the beginning and end of the year. If more than 10 % of capital has been paid for with assets other than cash within the period covered by the historical financial information, state that fact.
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16.1.2. If there are shares not representing capital, state the number and main characteristics of such shares. 16.1.3. The amount of any convertible securities, exchangeable securities or securities with warrants, with an indication of the conditions governing and the procedures for conversion, exchange or subscription. 16.1.4. Information about and terms of any acquisition rights and or obligations over authorised but unissued capital or an undertaking to increase the capital. 16.1.5. Information about any capital of any member of the group which is under option or agreed conditionally or unconditionally to be put under option and details of such options including those persons to whom such options relate.
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(a) the memorandum and articles of association of the issuer; (b) all reports, letters, and other documents, historical financial information, valuations and statements prepared by any expert at the issuer’s request any part of which is included or referred to in the registration document.
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Dividend rights: -
Fixed date(s) on which the entitlement arises, Time limit after which entitlement to dividend lapses and an indication of the person in whose favour the lapse operates, Dividend restrictions and procedures for non-resident holders, Rate of dividend or method of its calculation, periodicity and cumulative or non-cumulative nature of payments.
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Voting rights. Pre-emption rights in offers for subscription of securities of the same class. Right to share in the issuer’s profits. Rights to share in any surplus in the event of liquidation. Redemption provisions. Conversion provisions.
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Information on taxes on the income from the securities withheld at source, Indication as to whether the issuer assumes responsibility for the withholding of taxes at the source.
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13.1. A statement setting out the principal assumptions upon which the issuer has based its forecast, or estimate. There must be a clear distinction between assumptions about factors which the members of the administrative, management or supervisory bodies can influence and assumptions about factors which are exclusively outside the influence of the members of the administrative, management or supervisory bodies; the assumptions must be readily understandable by investors, be specific and precise and not relate to the general accuracy of the estimates underlying the forecast. 13.2. A report prepared by independent accountants or auditors stating that in the opinion of the independent accountants or auditors the forecast or estimate has been properly compiled on the basis stated, and that the basis of accounting used for the profit forecast or estimate is consistent with the accounting policies of the issuer. Where financial information relates to the previous financial year and only contains non-misleading figures substantially consistent with the final figures to be published in the next annual audited financial statements for the previous financial year, and the explanatory information necessary to assess the figures, a report shall not be required provided that the prospectus includes all of the following statements: -
(a) the person responsible for this financial information, if different from the one which is responsible for the prospectus in general, approves that information; (b) independent accountants or auditors have agreed that this information is substantially consistent with the final figures to be published in the next annual audited financial statements; (c) this financial information has not been audited.
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13.3. The profit forecast or estimate must be prepared on a basis comparable with the historical financial information 13.4. If a profit forecast in a prospectus has been published which is still outstanding, then provide a statement setting out whether or not that forecast is still correct as at the time of the registration document, and an explanation of why such forecast is no longer valid if that is the case.
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(a) members of the administrative, management or supervisory bodies; (b) partners with unlimited liability, in the case of a limited partnership with a share capital; (c) founders, if the issuer has been established for fewer than 5 years; and (d) any senior manager who is relevant to establishing that the issuer has the appropriate expertise and experience for the management of the issuer’s business.
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(a) the names of all companies and partnerships of which such person has been a member of the administrative, management or supervisory bodies or partner at any time in the previous 5 years, indicating whether or not the individual is still a member of the administrative, management or supervisory bodies or partner. It is not necessary to list all the subsidiaries of an issuer of which the person is also a member of the administrative, management or supervisory bodies; (b) any convictions in relation to fraudulent offences for at least the previous 5 years; (c) details of any bankruptcies, receiverships or liquidations with which a person described in (a) and (d) of the first subparagraph who was acting in the capacity of any of the positions set out in (a) and (d) of the first subparagraph was associated for at least the previous 5 years; (d) details of any official public incrimination and/or sanctions of such person by statutory or regulatory authorities (including designated professional bodies) and whether such person has ever been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of an issuer or from acting in the management or conduct of the affairs of any issuer for at least the previous 5 years.
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15.1. The amount of remuneration paid (including any contingent or deferred compensation), and benefits in kind granted to such persons by the issuer and its subsidiaries for services in all capacities to the issuer and its subsidiaries by any person. That information must be provided on an individual basis unless individual disclosure is not required in the issuer’s home country or when the issuer has already publicly disclosed that information. 15.2. The total amounts set aside or accrued by the issuer or its subsidiaries to provide pension, retirement or similar benefits.
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16.1. Date of expiration of the current term of office, if applicable, and the period during which the person has served in that office. 16.2. Information about members of the administrative, management or supervisory bodies’ service contracts with the issuer or any of its subsidiaries providing for benefits upon termination of employment, or an appropriate negative statement. 16.3. Information about the issuer’s audit committee and remuneration committee, including the names of committee members and a summary of the terms of reference under which the committee operates. 16.4. A statement as to whether or not the issuer complies with its country’s of incorporation corporate governance regime(s). In the event that the issuer does not comply with such a regime, a statement to that effect must be included together with an explanation regarding why the issuer does not comply with such regime.
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(a) The nature and extent of any transactions which are – as a single transaction or in their entirety – material to the issuer. Where such related party transactions are not concluded at arm’s length provide an explanation of why these transactions were not concluded at arms length. In the case of outstanding loans including guarantees of any kind indicate the amount outstanding. (b) The amount or the percentage to which related party transactions form part of the turnover of the issuer.
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(a) 18 months from the date of the registration document if the issuer includes audited interim financial statements in the registration document; (b) 15 months from the date of the registration document if the issuer includes unaudited interim financial statements in the registration document.
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21.1.1. The amount of issued capital, and for each class of share capital: -
(a) the number of shares authorised; (b) the number of shares issued and fully paid and issued but not fully paid; (c) the par value per share, or that the shares have no par value; and (d) a reconciliation of the number of shares outstanding at the beginning and end of the year. If more than 10 % of capital has been paid for with assets other than cash within the period covered by the historical financial information, state that fact.
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21.1.2. If there are shares not representing capital, state the number and main characteristics of such shares. 21.1.3. The number, book value and face value of shares in the issuer held by or on behalf of the issuer itself or by subsidiaries of the issuer. 21.1.4. The amount of any convertible securities, exchangeable securities or securities with warrants, with an indication of the conditions governing and the procedures for conversion, exchange or subscription. 21.1.5. Information about and terms of any acquisition rights and or obligations over authorised but unissued capital or an undertaking to increase the capital. 21.1.6. Information about any capital of any member of the group which is under option or agreed conditionally or unconditionally to be put under option and details of such options including those persons to whom such options relate. 21.1.7. A history of share capital, highlighting information about any changes, for the period covered by the historical financial information.
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(a) the memorandum and articles of association of the issuer; (b) all reports, letters, and other documents, historical financial information, valuations and statements prepared by any expert at the issuer’s request any part of which is included or referred to in the registration document; (c) the historical financial information of the issuer or, in the case of a group, the historical financial information for the issuer and its subsidiary undertakings for each of the 2 financial years preceding the publication of the registration document.
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13.1. A statement setting out the principal assumptions upon which the issuer has based its forecast, or estimate. There must be a clear distinction between assumptions about factors which the members of the administrative, management or supervisory bodies can influence and assumptions about factors which are exclusively outside the influence of the members of the administrative, management or supervisory bodies; the assumptions must be readily understandable by investors, be specific and precise and not relate to the general accuracy of the estimates underlying the forecast. 13.2. A report prepared by independent accountants or auditors stating that in the opinion of the independent accountants or auditors the forecast or estimate has been properly compiled on the basis stated, and that the basis of accounting used for the profit forecast or estimate is consistent with the accounting policies of the issuer. Where financial information relates to the previous financial year and only contains non-misleading figures substantially consistent with the final figures to be published in the next annual audited financial statements for the previous financial year, and the explanatory information necessary to assess the figures, a report shall not be required provided that the prospectus includes all of the following statements: -
(a) the person responsible for this financial information, if different from the one which is responsible for the prospectus in general, approves that information; (b) independent accountants or auditors have agreed that this information is substantially consistent with the final figures to be published in the next annual audited financial statements; (c) this financial information has not been audited.
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13.3. The profit forecast or estimate must be prepared on a basis comparable with the historical financial information. 13.4. If a profit forecast in a prospectus has been published which is still outstanding, then provide a statement setting out whether or not that forecast is still correct as at the time of the registration document, and an explanation of why such forecast is no longer valid if that is the case.
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(a) members of the administrative, management or supervisory bodies; (b) partners with unlimited liability, in the case of a limited partnership with a share capital; (c) founders, if the issuer has been established for fewer than 5 years; and (d) any senior manager who is relevant to establishing that the issuer has the appropriate expertise and experience for the management of the issuer’s business.
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(a) the names of all companies and partnerships of which such person has been a member of the administrative, management or supervisory bodies or partner at any time in the previous 5 years, indicating whether or not the individual is still a member of the administrative, management or supervisory bodies or partner. It is not necessary to list all the subsidiaries of an issuer of which the person is also a member of the administrative, management or supervisory bodies; (b) any convictions in relation to fraudulent offences for at least the previous 5 years; (c) details of any bankruptcies, receiverships or liquidations with which a person described in (a) and (d) of the first subparagraph who was acting in the capacity of any of the positions set out in (a) and (d) of the first subparagraph was associated for at least the previous 5 years; (d) details of any official public incrimination and/or sanctions of such person by statutory or regulatory authorities (including designated professional bodies) and whether such person has ever been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of an issuer or from acting in the management or conduct of the affairs of any issuer for at least the previous 5 years.
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15.1. The amount of remuneration paid (including any contingent or deferred compensation), and benefits in kind granted to such persons by the issuer and its subsidiaries for services in all capacities to the issuer and its subsidiaries by any person. This information must be provided on an individual basis unless individual disclosure is not required in the issuer’s home country or when the issuer has already publicly disclosed that information. 15.2. The total amounts set aside or accrued by the issuer or its subsidiaries to provide pension, retirement or similar benefits.
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16.1. Date of expiration of the current term of office, if applicable, and the period during which the person has served in that office. 16.2. Information about members of the administrative, management or supervisory bodies’ service contracts with the issuer or any of its subsidiaries providing for benefits upon termination of employment, or an appropriate negative statement. 16.3. Information about the issuer’s audit committee and remuneration committee, including the names of committee members and a summary of the terms of reference under which the committee operates. 16.4. A statement as to whether or not the issuer complies with its country’s of incorporation corporate governance regime(s). In the event that the issuer does not comply with such a regime, a statement to that effect must be included together with an explanation regarding why the issuer does not comply with such regime.
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(a) The nature and extent of any transactions which are – as a single transaction or in their entirety – material to the issuer. Where such related party transactions are not concluded at arm’s length provide an explanation of why these transactions were not concluded at arms length. In the case of outstanding loans including guarantees of any kind indicate the amount outstanding. (b) The amount or the percentage to which related party transactions form part of the turnover of the issuer."
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(a) 18 months from the date of the registration document if the issuer includes audited interim financial statements in the registration document; (b) 15 months from the date of the registration document if the issuer includes unaudited interim financial statements in the registration document.
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21.1.1. The amount of issued capital, and for each class of share capital: -
(a) the number of shares authorised; (b) the number of shares issued and fully paid and issued but not fully paid; (c) the par value per share, or that the shares have no par value; and (d) a reconciliation of the number of shares outstanding at the beginning and end of the year. If more than 10 % of capital has been paid for with assets other than cash within the period covered by the historical financial information, state that fact.
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21.1.2. If there are shares not representing capital, state the number and main characteristics of such shares. 21.1.3. The number, book value and face value of shares in the issuer held by or on behalf of the issuer itself or by subsidiaries of the issuer. 21.1.4. The amount of any convertible securities, exchangeable securities or securities with warrants, with an indication of the conditions governing and the procedures for conversion, exchange or subscription. 21.1.5. Information about and terms of any acquisition rights and or obligations over authorised but unissued capital or an undertaking to increase the capital. 21.1.6. Information about any capital of any member of the group which is under option or agreed conditionally or unconditionally to be put under option and details of such options including those persons to whom such options relate. 21.1.7. A history of share capital, highlighting information about any changes, for the period covered by the historical financial information.
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(a) the memorandum and articles of association of the issuer; (b) all reports, letters, and other documents, historical financial information, valuations and statements prepared by any expert at the issuer’s request any part of which is included or referred to in the registration document; (c) the historical financial information of the issuer or, in the case of a group, the historical financial information for the issuer and its subsidiary undertakings for each of the 2 financial years preceding the publication of the registration document.