Commission Delegated Regulation (EU) 2019/979 of 14 March 2019 supplementing Regulation (EU) 2017/1129 of the European Parliament and of the Council with regard to regulatory technical standards on key financial information in the summary of a prospectus, the publication and classification of prospectuses, advertisements for securities, supplements to a prospectus, and the notification portal, and repealing Commission Delegated Regulation (EU) No 382/2014 and Commission Delegated Regulation (EU) 2016/301 (Text with EEA relevance)
Modified by
- Commission Delegated Regulation (EU) 2020/1272of 4 June 2020amending and correcting Delegated Regulation (EU) 2019/979 supplementing Regulation (EU) 2017/1129 of the European Parliament and of the Council with regard to regulatory technical standards on key financial information in the summary of a prospectus, the publication and classification of prospectuses, advertisements for securities, supplements to a prospectus, and the notification portal(Text with EEA relevance), 32020R1272, September 14, 2020
(a) clearly identifying the website where the prospectus is published, or will be published, where the advertisement is disseminated in written form and by means other than electronic means; (b) including a hyperlink to the prospectus and to the relevant final terms of a base prospectus where the advertisement is disseminated in written form by electronic means, or by including a hyperlink to the page of the website where the prospectus will be published if the prospectus has not yet been published; (c) including accurate information on where the prospectus may be obtained, and accurate information on the offer of securities or the admission to trading on a regulated market to which it relates, where the advertisement is disseminated in a form or by means not falling within the scope of points (a) or (b).
(a) the word "advertisement", in a prominent manner. Where an advertisement is disseminated in an oral form, the purpose of the communication shall be clearly identified at the beginning of the message; (b) a statement that the approval of the prospectus should not be understood as an endorsement of the securities offered or admitted to trading on a regulated market where the advertisement contains a reference to a prospectus approved by a competent authority; (c) a recommendation that potential investors read the prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the securities where the advertisement contains a reference to a prospectus approved by a competent authority; (d) the comprehension alert required pursuant to point (b) of Article 8(3) of Regulation (EU) No 1286/2014 of the European Parliament and of the Council Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products (PRIIPs) (OJ L 352, 9.12.2014, p. 1 ).(i) the advertisement relates to complex securities other than the financial instruments referred to in points (i), (ii) and (vi) of Article 25(4)(a) of Directive 2014/65/EU of the European Parliament and of the Council Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU (OJ L 173, 12.6.2014, p. 349 ).(ii) the comprehension alert is, or will be, included in the summary of the prospectus.
(a) a supplement to the prospectus is subsequently published in accordance with Article 23 of Regulation (EU) 2017/1129; (b) the significant new factor, material mistake or material inaccuracy mentioned in the supplement renders the previously disseminated advertisement materially inaccurate or misleading.
(a) a clear reference to the inaccurate or misleading version of the advertisement; (b) an explanation that the advertisement has been amended as it contained materially inaccurate or misleading information; (c) a clear description of the differences between the two versions of the advertisement.
(a) contradict the information in the prospectus; (b) refer to information which contradicts the information in the prospectus; (c) present the information in the prospectus in a materially unbalanced way, including by way of presentation of negative aspects of such information with less prominence than the positive aspects, omission or selective presentation of certain information; (d) contain alternative performance measures unless they are contained in the prospectus.
(a) its reasons for believing that the content of the advertisement is inconsistent with the information in the prospectus; (b) the relevant advertisement and, where necessary, a translation of the advertisement in the language of the prospectus or in a language customary in the sphere of international finance.
(a) new annual audited financial statements are published by any of the following: (i) an issuer where a prospectus relates to shares or other transferrable securities equivalent to shares; (ii) an issuer of the underlying shares or other transferable securities equivalent to shares in case of securities referred to in Articles 19(2) or 20(2) of Delegated Regulation (EU) 2019/980; (iii) an issuer of the underlying shares of depository receipts referred to in Articles 6 and 14 of Delegated Regulation 2019/980;
(b) an issuer has published a profit forecast or estimate following the approval of the prospectus, where a profit forecast or estimate is required to be included in the prospectus pursuant to Delegated Regulation 2019/980; (c) an amendment to, or a withdrawal of, a profit forecast or a profit estimate is included in the prospectus; (d) a change in control occurs in respect of any of the following: (i) an issuer where a prospectus relates to shares or other transferrable securities equivalent to shares; (ii) an issuer of the underlying shares or other transferable securities equivalent to shares where a prospectus relates to securities referred to in Articles 19(2) or 20(2) of Delegated Regulation (EU) 2019/980; (iii) an issuer of the underlying shares of depository receipts referred to in Articles 6 and 14 of Delegated Regulation 2019/980;
(e) third parties make a new takeover bid as defined in Article 2(1)(a) of Directive 2004/25/EC of the European Parliament and of the Council Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids (OJ L 142, 30.4.2004, p. 12 ).(i) the equity of the issuer where a prospectus relates to shares or other transferrable securities equivalent to shares; (ii) the equity of the issuer of the underlying shares or other transferable securities equivalent to shares where a prospectus relates to the securities referred to in Articles 19(2) or 20(2) of Delegated Regulation (EU) 2019/980; (iii) the equity of the issuer of the underlying shares of depository receipts where a prospectus is drawn up in accordance with Articles 6 and 14 of Delegated Regulation (EC) 2019/980;
(f) the working capital statement included in a prospectus becomes sufficient or insufficient for the issuer’s present requirements, in relation to: (i) shares or other transferrable securities equivalent to shares; (ii) securities as referred to in Article 19(2) of Delegated Regulation (EU) 2019/980; (iii) depository receipts issued over shares as referred to in Articles 6 and 14 of Delegated Regulation 2019/980.
(g) an issuer is seeking admission to trading on at least one additional regulated market in at least one additional Member State or is intending to make an offer of securities to the public in at least one additional Member State that is not mentioned in the prospectus; (h) in the case of a prospectus relating to shares or other transferrable securities equivalent to shares or to the securities referred to in Articles 19(2) or 20(2) of Delegated Regulation (EU) 2019/980, a new significant financial commitment is likely to give rise to a significant gross change as defined in Article 1, point (e), of that Delegated Regulation; (i) the aggregate nominal amount of the offering programme is increased.
An entry which is marked with "*" refers to mandatory information or corresponding information where the issuer does not use International Financial Reporting Standards (IFRS). The issuer can use a different title to present substantially the same information as set out in the table, where this alternative title is used in its financial statements. An entry which is marked with "#" denotes that if this information appears elsewhere in the prospectus, it is mandatory. An entry which is marked with "~" in relation to closed end funds refers to investments at fair value through profit or loss at the same date as the date of the net asset value (NAV).
| Year | Year -1 | Year -2 | Interim | Comparative interim from same period in prior year | |
|---|---|---|---|---|---|
| *Total revenue | |||||
| *Operating profit/loss or another similar measure of financial performance used by the issuer in the financial statements | |||||
| *Net profit or loss (for consolidated financial statements net profit or loss attributable to equity holders of the parent) | |||||
| #Year on year revenue growth | |||||
| #Operating profit margin | |||||
| #Net profit margin | |||||
| #Earnings per share |
| Year | Year -1 | Year -2 | Interim | |
|---|---|---|---|---|
| *Total assets | ||||
| *Total equity | ||||
| #Net financial debt (long term debt plus short term debt minus cash) |
An entry which is marked with "*" refers to mandatory information or corresponding information where the issuer does not use International Financial Reporting Standards (IFRS). The issuer can use a different title to present substantially the same information as set out in the table, where this alternative title is used in its financial statements. An entry which is marked with "#" denotes that if this information appears elsewhere in the prospectus, it is mandatory. An entry which is marked with "~" in relation to closed end funds refers to investments at fair value through profit or loss at the same date as the date of the net asset value (NAV).
| Year | Year -1 | Interim | Comparative interim from same period in prior year | |
|---|---|---|---|---|
| *Operating profit/loss or another similar measure of financial performance used by the issuer in the financial statements |
| Year | Year -1 | Interim | |
|---|---|---|---|
| *Net financial debt (long term debt plus short term debt minus cash) | |||
| #Current ratio (current assets/current liabilities) | |||
| #Debt to equity ratio (total liabilities/total shareholder equity) | |||
| #Interest cover ratio (operating income/interest expense) |
| Year | Year -1 | Interim | Comparative interim from same period in prior year | |
|---|---|---|---|---|
| *Net Cash flows from operating activities | ||||
| *Net Cash flows from financing activities | ||||
| *Net Cash flow from investing activities |
An entry which is marked with "*" refers to mandatory information or corresponding information where the issuer does not use International Financial Reporting Standards (IFRS). The issuer can use a different title to present substantially the same information as set out in the table, where this alternative title is used in its financial statements. An entry which is marked with "#" denotes that if this information appears elsewhere in the prospectus, it is mandatory. An entry which is marked with "~" in relation to closed end funds refers to investments at fair value through profit or loss at the same date as the date of the net asset value (NAV).
| Year | Year -1 | Year -2 | Interim | Comparative interim from same period in prior year | |
|---|---|---|---|---|---|
| *Net interest income (or equivalent) | |||||
| *Net fee and commission income | |||||
| *Net impairment loss on financial assets | |||||
| *Net trading income | |||||
| *Measure of financial performance used by the issuer in the financial statements such as operating profit | |||||
| *Net profit or loss (for consolidated financial statements net profit or loss attributable to equity holders of the parent) | |||||
| #Earnings per share (for equity issuers only) |
| Year | Year -1 | Year -2 | Interim | #Value as outcome from the most recent Supervisory Review and Evaluation Process ("SREP") | |
|---|---|---|---|---|---|
| *Total assets | |||||
| *Senior debt | |||||
| *Subordinated debt | |||||
| *Loans and receivables from customers (net) | |||||
| *Deposits from customers | |||||
| *Total equity | |||||
| #Non performing loans (based on net carrying amount)/Loans and receivables) | |||||
| #Common Equity Tier 1 capital (CET1) ratio or other relevant prudential capital adequacy ratio depending on the issuance | |||||
| #Total Capital Ratio | |||||
| #Leverage Ratio calculated under applicable regulatory framework |
An entry which is marked with "*" refers to mandatory information or corresponding information where the issuer does not use International Financial Reporting Standards (IFRS). The issuer can use a different title to present substantially the same information as set out in the table, where this alternative title is used in its financial statements. An entry which is marked with "#" denotes that if this information appears elsewhere in the prospectus, it is mandatory. An entry which is marked with "~" in relation to closed end funds refers to investments at fair value through profit or loss at the same date as the date of the net asset value (NAV).
| Year | Year -1 | Year -2 | Interim | Comparative interim from same period in prior year | |
|---|---|---|---|---|---|
| *Net premiums | |||||
| *Net benefits and claims | |||||
| *Earnings before tax | |||||
| *Operating profit (distinguishing between life and non-life insurance) | |||||
| *Net profit or loss (for consolidated financial statements net profit or loss attributable to equity holders of the parent) | |||||
| #Year on year revenue growth (net premiums) | |||||
| #Earnings per share (for equity issuers only) |
| Year | Year -1 | Year -2 | Interim | |
|---|---|---|---|---|
| *Investments including financial assets related to unit linked contracts | ||||
| *Total assets | ||||
| *Insurance contract liabilities | ||||
| *Financial liabilities | ||||
| *Total liabilities | ||||
| *Total equity | ||||
| #Solvency Cover Ratio (Solvency II ratio — SII ratio) or other relevant other relevant prudential capital requirement ratio depending on the issuance | ||||
| #Loss ratio | ||||
| #Combined ratio (claims + expenses/premiums for the period) |
An entry which is marked with "*" refers to mandatory information or corresponding information where the issuer does not use International Financial Reporting Standards (IFRS). The issuer can use a different title to present substantially the same information as set out in the table, where this alternative title is used in its financial statements. An entry which is marked with "#" denotes that if this information appears elsewhere in the prospectus, it is mandatory. An entry which is marked with "~" in relation to closed end funds refers to investments at fair value through profit or loss at the same date as the date of the net asset value (NAV).
| Year | Year -1 | |
|---|---|---|
| *Net profit or loss |
| Year | Year -1 | |
|---|---|---|
| *Total Assets | ||
| *Total Liabilities | ||
| *Financial Assets designated at fair value through profit or loss | ||
| *Derivative financial assets | ||
| *Non-financial assets if material to the entity’s business | ||
| *Financial Liabilities designated at fair value through profit or loss | ||
| *Derivative financial liabilities |
An entry which is marked with "*" refers to mandatory information or corresponding information where the issuer does not use International Financial Reporting Standards (IFRS). The issuer can use a different title to present substantially the same information as set out in the table, where this alternative title is used in its financial statements. An entry which is marked with "#" denotes that if this information appears elsewhere in the prospectus, it is mandatory. An entry which is marked with "~" in relation to closed end funds refers to investments at fair value through profit or loss at the same date as the date of the net asset value (NAV).
| Share Class | Total NAV | No. of shares/units | ~NAV/share or Market price/share/unit | #Historical performance of the fund |
|---|---|---|---|---|
| A | XXX | XX | X | |
| Overall Total | Overall Total |
| Year | Year -1 | Year -2 | Interim | Comparative interim from same period in prior year | |
|---|---|---|---|---|---|
| *Total net Income/Net investment Income or total income before operating expenses | |||||
| *Net Profit/(Loss) | |||||
| *Performance fee (accrued/paid) | |||||
| *Investment management fee (accrued/paid) | |||||
| *Any other material fees (accrued/paid) to service providers | |||||
| #Earnings per share |
| Year | Year -1 | Year -2 | Interim | |
|---|---|---|---|---|
| *Total Net Assets | ||||
| #Leverage ratio |
| Number | Field | Content to be reported | Format and Standard to be used for reporting |
|---|---|---|---|
| 1. | National identifier | Unique identifier of the uploaded record, assigned by the sending NCA | {ALPHANUM-50} |
| 2. | Related national identifier | {ALPHANUM-50} | |
| 3. | Sending Member State | Country code of the Member State which approved the uploaded record or with which the uploaded record was filed | {COUNTRYCODE_2} |
| 4. | Receiving Member State(s) | {COUNTRYCODE_2} | |
| 5. | Document type | The type of uploaded document(s) |
|
| 6. | Structure type | The format chosen for the prospectus |
|
| 7. | Approval or filing date | The date on which the uploaded record was approved or filed | {DATEFORMAT} |
| 8. | Language | The EU language in which the uploaded record is drafted | {LANGUAGE} |
| 9. | Offeror standardised name | {ALPHANUM-280} | |
| 10. | Guarantor standardised name | {ALPHANUM-280} | |
| 11. | Issuer LEI | {LEI} | |
| 12. | Offeror LEI | {LEI} | |
| 13. | Guarantor LEI | {LEI} | |
| 14. | Offeror residency | {COUNTRYCODE_2} | |
| 15. | Guarantor residency | {COUNTRYCODE_2} | |
| 16. | FISN | {FISN} | |
| 17. | ISIN | International Securities Identification Number | {ISIN} |
| 18. | CFI | {CFI_CODE} | |
| 19. | Issuance currency | {CURRENCYCODE_3} | |
| 20. | Denomination per unit | {DECIMAL-18/5} | |
| 21. | Identifier or name of the underlying |
| |
| 22. | Maturity or expiry date | ||
| 23. | Volume offered | ||
| 24. | Price offered | ||
| 25. | Consideration offered | ||
| 26. | Type of security |
| |
| 27. | Type of offer/admission | Taxonomy according to PR and MiFID/MIFIR |
|
| 28. | Characteristics of the trading venue where the security is initially admitted to trading | Taxonomy according to PR and MiFID/MIFIR |
|
| 29. | Disclosure regime | {INTEGER-2} From 1 to [29] | |
| 30. | EU Growth prospectus category | Reason based on which an EU Growth prospectus has been used |
|
| Symbol | Data Type | Definition |
|---|---|---|
| {ALPHANUM-n} | Up to n alphanumerical characters | Free text field |
| {CFI_CODE} | 6 characters | CFI code, as defined in ISO 10962 |
| {COUNTRYCODE_2} | 2 alphanumerical characters | 2 letter country code, as defined by ISO 3166-1 alfa-2 country code |
| {DATEFORMAT} | ISO 8601 date format | |
| {LANGUAGE} | 2 letter code | ISO 639-1 |
| {LEI} | 20 alphanumerical characters | Legal entity identifier as defined in ISO 17442 |
| {FISN} | 35 alphanumerical characters with the following structure | FISN code, as defined in ISO 18774 |
| {ISIN} | 12 alphanumerical characters | ISIN code, as defined in ISO 6166 |
| {CURRENCYCODE_3} | 3 alphanumerical characters | 3 letter currency code, as defined by ISO 4217 currency codes |
| {DECIMAL-n/m} | Decimal number of up to n digit in total, of which up to m digits can be fraction digits | |
| {INTEGER-n} | Integer number of up to n digits in total | Numerical field |
| {INDEX} | 4 alphabetic characters |