(a) "asset-backed securities" means non-equity securities which either: (i) represent an interest in assets, including any rights intended to ensure the servicing of those assets, the receipt or the timely receipt by holders of those assets of the amounts payable under those assets; (ii) are secured by assets and the terms of the securities provide for payments calculated by reference to those assets;
(b) "equivalent third country market" means a third country market which has been deemed equivalent to a regulated market in accordance with the requirements set out in third and fourth subparagraphs of Article 25(4) 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 ).(c) "profit estimate" means a profit forecast for a financial period which has expired and for which results have not yet been published; (d) "profit forecast" means a statement that expressly or by implication indicates a figure or a minimum or maximum figure for the likely level of profits or losses for current or future financial periods, or contains data from which a calculation of such a figure for future profits or losses can be made, even if no particular figure is mentioned and the word "profit" is not used; (e) "significant gross change" means a variation of more than 25 % to one or more indicators of the size of the issuer’s business.
Commission Delegated Regulation (EU) 2019/980 of 14 March 2019 supplementing Regulation (EU) 2017/1129 of the European Parliament and of the Council as regards the format, content, scrutiny and approval of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Commission Regulation (EC) No 809/2004 (Text with EEA relevance)
Modified by
- Commission Delegated Regulation (EU) 2020/1273of 4 June 2020amending and correcting Delegated Regulation (EU) 2019/980 supplementing Regulation (EU) 2017/1129 of the European Parliament and of the Council as regards the format, content, scrutiny and approval of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market(Text with EEA relevance), 32020R1273, September 14, 2020
(a) the securities referred to in Articles 19(1) and 20(1) of this Regulation; (b) the securities referred to in Article 19(2) of this Regulation, where those securities are exchangeable for or convertible into shares that are or will be issued by an entity belonging to the issuer’s group and that are not admitted to trading on a regulated market; (c) the securities referred to in Article 20(2) of this Regulation, where those securities give the right to subscribe or acquire shares that are or will be issued by an entity belonging to the issuer’s group and that are not admitted to trading on a regulated market.
(a) the securities referred to in Articles 19(1) and 20(1) of this Regulation; (b) the securities referred to in Article 19(2) of this Regulation, where those securities are exchangeable for or convertible into shares that are or will be issued by an entity belonging to the issuer’s group and that are not admitted to trading on a regulated market; (c) the securities referred to in Article 20(2) of this Regulation, where those securities give the right to subscribe or acquire shares that are or will be issued by an entity belonging to the issuer’s group and that are not admitted to trading on a regulated market.
(a) they are to be traded only on a regulated market, or a specific segment thereof, to which only qualified investors can have access for the purposes of trading in such securities; (b) they have a denomination per unit of at least than EUR 100000 or, where there is no individual denomination, can only be acquired on issue for at least EUR100000 per security.
(a) at the time of drawing up the prospectus, the information referred to in the relevant Annexes does not represent the issuer’s undertaking accurately; (b) the inaccuracy referred to in point (a) affects the ability of investors to make an informed assessment as referred to in Article 6(1) and Article 14(2) of Regulation (EU) 2017/1129; (c) additional information relating to an entity other than the issuer is needed for investors to make an informed assessment as referred to in Article 6(1) and Article 14(2) of Regulation (EU) 2017/1129.
(a) the information referred to in items 3.1 and 3.2 of Annex 11 in respect of that issuer or of that entity belonging to the issuer’s group; (b) the information referred to in Annex 18 in respect of the underlying share.
(a) the information referred to in Annex 17 except for the information referred to in item 2.2.2 of that Annex; (b) the information referred to in Annex 18 in respect of the underlying share.
(a) the information referred to in items 1 and 2A of Annex 22 to this Regulation where the consent is provided to one or more specified financial intermediaries; (b) the information referred to in items 1 and 2B of Annex 22 to this Regulation where the consent is given to all financial intermediaries.
(a) a table of contents; (b) a summary, where required by Article 7 of Regulation (EU) 2017/1129; (c) the risk factors referred to in Article 16 of Regulation (EU) 2017/1129; (d) any other information referred to in the Annexes to this Regulation that is to be included in that prospectus.
(a) a table of contents; (b) the risk factors referred to in Article 16 of Regulation (EU) 2017/1129; (c) any other information referred to in the Annexes to this Regulation that is to be included in that registration document or that securities note.
(a) a table of contents; (b) a general description of the offering programme; (c) the risk factors referred to in Article 16 of Regulation (EU) 2017/1129; (d) any other information referred to in the Annexes to this Regulation that is to be included in the base prospectus.
(a) a table of contents; (b) in the securities note, a general description of the offering programme; (c) the risk factors referred to in Article 16 of Regulation (EU) 2017/1129; (d) any other information referred to in the Annexes to this Regulation that is to be included in the registration document and the securities note.
(a) the securities referred to in Articles 19(1) and 20(1) of this Regulation; (b) the securities referred to in Article 19(2) of this Regulation, where those securities are exchangeable for or convertible into shares that are or will be issued by an entity belonging to the issuer’s group and that are not admitted to trading on a regulated market; (c) the securities referred to in Article 20(2) of this Regulation, where those securities give the right to subscribe or acquire shares that are or will be issued by an entity belonging to the issuer’s group and that are not admitted to trading on a regulated market.
(a) a table of contents; (b) where applicable, all information incorporated by reference in accordance with Article 19 of Regulation (EU) 2017/1129; (c) the specific summary; (d) where the EU Growth prospectus is drawn up in the form of a base prospectus, a general description of the offering programme; (e) the information referred to in section 1 of Annex 24 and section 1 of Annex 26, or the information referred to in section 1 of Annex 25 and section 1 of Annex 27 to this Regulation, depending on the type of securities; (f) the information referred to in section 2 of Annex 24 or section 2 of Annex 25 to this Regulation, depending on the type of securities; (g) for equity securities, the information referred to in item 2.1 of Annex 26 and, where equity securities are issued by an issuer with a market capitalisation above EUR 200000000 , the information referred to in item 2.2 of Annex 26 to this Regulation;(h) the information referred to in section 3 of Annex 24 and section 3 of Annex 26, or the information referred to in section 3 of Annex 25 and section 2 of Annex 27, depending on the type of securities; (i) the information referred to in section 4 of Annex 26 or in section 3 of Annex 27 to this Regulation, depending on the type of securities; (j) the information referred to in section 5 of Annex 26 or in section 4 of Annex 27 to this Regulation, depending on the type of securities; (k) the information referred to in section 4 of Annex 24 or section 4 of Annex 25, depending on the type of securities; (l) the information referred to in section 5 of Annex 24 or section 5 of Annex 25 to this Regulation, depending on the type of securities; (m) the information referred to in section 6 of Annex 24 or section 6 of Annex 25 to this Regulation, depending on the type of securities; (n) where non-equity securities include guarantees, the information referred to in section 5 of Annex 27 to this Regulation; (o) the information referred to in section 7 of Annex 24 or section 7 of Annex 25 to this Regulation, depending on the type of securities; (p) where information on the underlying share is required pursuant to Article 19(2), point (b), Article 19(3) or Article 20(2), point (b) of this Regulation, the information referred to in section 6 of Annex 26 to this Regulation or the information referred to in section 6 of Annex 27 to this Regulation, depending on the type of securities; (q) where the issuer or the person responsible for drawing up a prospectus consents to its use as referred to in the second subparagraph of Article 5(1) of Regulation (EU) 2017/1129, the information referred to in section 7 of Annex 26 or in section 7 of Annex 27 to this Regulation, depending on the type of securities.
(a) EU Growth registration document: (i) a table of contents; (ii) where applicable, all information incorporated by reference in accordance with Article 19 of Regulation (EU) 2017/1129; (iii) any other information referred to in Annex 24 or 25 to this Regulation that, depending on the type of securities, is to be included in the EU Growth registration document following the order of the sections set out in those Annexes.
(b) EU Growth securities note: (i) a table of contents; (ii) where applicable, all information incorporated by reference in accordance with Article 19 of Regulation (EU) 2017/1129; (iii) a general description of the programme, in the case of a base prospectus; (iv) any other information referred to in Annex 26 or 27 to this Regulation that, depending on the type of securities, is to be included in the EU Growth securities note following the order of the sections set out in those Annexes.
(a) be presented and laid out in a way that is easy to read, using characters of readable size; (b) be written in a clear, non-technical and concise language that facilitates the understanding of the information and its comprehensibility by investors.
(a) one additional side of A4-sized paper where the specific summary contains information about a guarantee attached to the securities; (b) two additional sides of A4-sized paper where a specific summary covers several securities which differ only in very limited details such as issue price or maturity date; (c) three additional sides of A4-sized paper where there is a substitution of information as referred to in paragraphs 9 and 10.
(a) whether the draft prospectus is drawn up in accordance with Regulation (EU) 2017/1129 and this Regulation, depending on the type of issuer, the type of issuance, the type of security and the type of offer or admission to trading; (b) whether the issuer has a complex financial history or has made a significant financial commitment, as referred to in Article 18.
(a) the type of securities; (b) the information already included in the prospectus and the existence and content of information already included in a prospectus of the entity other than the issuer, as well as the applicable accounting and auditing principles; (c) the economic nature of the transactions by which the issuer has acquired, or disposed of, its undertaking or any part of it, and the specific nature of that undertaking; (d) whether the issuer can obtain with reasonable effort information about the entity other than the issuer.
(a) whether the draft prospectus has a clear and detailed table of contents; (b) whether the draft prospectus is free from unnecessary reiterations; (c) whether related information is grouped together; (d) whether the draft prospectus uses an easily readable font size; (e) whether the draft prospectus has a structure that enables investors to understand its contents; (f) whether the draft prospectus defines the components of mathematical formulas and, where applicable, clearly describes the product structure; (g) whether the draft prospectus is written in plain language; (h) whether the draft prospectus clearly describes the nature of the issuer’s operations and its principal activities; (i) whether the draft prospectus explains trade or industry specific terminology.
(a) whether the draft prospectus is free of material discrepancies between the different pieces of information provided therein, including any information incorporated by reference; (b) whether any material and specific risks disclosed elsewhere in the draft prospectus are included in the risk factors section; (c) whether the information in the summary is in line with information elsewhere in the draft prospectus; (d) whether any figures on the use of proceeds correspond to the amount of proceeds being raised and whether the disclosed use of proceeds is in line with the disclosed strategy of the issuer; (e) whether the description of the issuer in the operating and financial review, the historical financial information, the description of the issuer’s activity and the description of the risk factors are consistent; (f) whether the working capital statement is in line with the risk factors, the auditor’s report, the use of proceeds and the disclosed strategy of the issuer and how that strategy will be funded.
(a) the list of cross references, where requested by the competent authority in accordance with Article 24(5) of this Regulation, or when submitted on own initiative; (b) where no list of cross reference is requested, a document that identifies any items set out in the Annexes to this Regulation that, due to the nature or type of issuer, securities, offer or admission to trading, have not been included in the draft prospectus; (c) any information that is incorporated into the prospectus by reference as referred to in Article 19 of Regulation (EU) 2017/1129, unless such information has already been approved by or filed with the same competent authority in searchable electronic format; (d) any reasoned request to the competent authority to authorise the omission of information from the prospectus as referred to in Article 18 of Regulation (EU) 2017/1129; (e) any request to the competent authority to make a notification as referred to in Article 25(1) of Regulation (EU) 2017/1129; (f) any request to the competent authority to make a notification as referred to in Article 26(2) of Regulation (EU) 2017/1129; (g) an appendix where required by Article 26(4) of Regulation (EU) 2017/1129, unless no summary is required pursuant to the second subparagraph of Article 7(1) of that Regulation; (h) a confirmation that, to the best of the knowledge of the issuer, all regulated information which was required to be disclosed under the national provisions transposing Directive 2004/109/EC of the European Parliament and of the Council Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC (OJ L 390, 31.12.2004, p. 38 ).Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ L 173, 12.6.2014, p. 1 ).(i) where a universal registration document is filed without prior approval, an explanation as to how a request for amendment or supplementary information as referred to in the second subparagraph of Article 9(9) of Regulation (EU) 2017/1129 has been taken into account in the universal registration document; (j) any other information requested by the competent authority for the purposes of the scrutiny and approval of the prospectus or the scrutiny, review and approval of the universal registration document.
(a) the reference number of the application or of the filing; (b) the contact point within the competent authority to which queries regarding the application or the filing may be addressed.
| SECTION 1 | PERSONS RESPONSIBLE, THIRD PARTY INFORMATION, EXPERTS’ REPORTS AND COMPETENT AUTHORITY APPROVAL |
| Item 1.1 | Identify all persons responsible for the information or any parts of it, given in the registration document with, in the latter case, an indication of such parts. In the case of natural persons, including members of the issuer’s administrative, management or supervisory bodies, indicate the name and function of the person; in the case of legal persons indicate the name and registered office. |
| Item 1.2 | |
| Item 1.3 |
|
| Item 1.4 | Where information has been sourced from a third party, provide a confirmation that this information has been accurately reproduced and that as far as the issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. In addition, identify the source(s) of the information. |
| Item 1.5 |
|
| SECTION 2 | STATUTORY AUDITORS |
| Item 2.1 | Names and addresses of the issuer’s auditors for the period covered by the historical financial information (together with their membership in a professional body). |
| Item 2.2 | If auditors have resigned, been removed or have not been re-appointed during the period covered by the historical financial information, indicate details if material. |
| SECTION 3 | RISK FACTORS |
| Item 3.1 | |
| SECTION 4 | INFORMATION ABOUT THE ISSUER |
| Item 4.1 | The legal and commercial name of the issuer. |
| Item 4.2 | The place of registration of the issuer, its registration number and legal entity identifier ("LEI"). |
| Item 4.3 | The date of incorporation and the length of life of the issuer, except where the period is indefinite. |
| Item 4.4 | The domicile and legal form of the issuer, the legislation under which the issuer operates, its country of incorporation, the address, telephone number of its registered office (or principal place of business if different from its registered office) and website of the issuer, if any, with a disclaimer that the information on the website does not form part of the prospectus unless that information is incorporated by reference into the prospectus. |
| SECTION 5 | BUSINESS OVERVIEW |
| Item 5.1 | Principal activities |
| Item 5.1.1 | A description of, and key factors relating to, the nature of the issuer’s operations and its principal activities, stating the main categories of products sold and/or services performed for each financial year for the period covered by the historical financial information; |
| Item 5.1.2 | An indication of any significant new products and/or services that have been introduced and, to the extent the development of new products or services has been publicly disclosed, give the status of their development. |
| Item 5.2 | |
| Item 5.3 | The important events in the development of the issuer’s business. |
| Item 5.4 | |
| Item 5.5 | If material to the issuer’s business or profitability, summary information regarding the extent to which the issuer is dependent, on patents or licences, industrial, commercial or financial contracts or new manufacturing processes. |
| Item 5.6 | The basis for any statements made by the issuer regarding its competitive position. |
| Item 5.7 | Investments |
| Item 5.7.1 | A description, (including the amount) of the issuer’s material investments for each financial year for the period covered by the historical financial information up to the date of the registration document. |
| Item 5.7.2 | A description of any material investments of the issuer that are in progress or for which firm commitments have already been made, including the geographic distribution of these investments (home and abroad) and the method of financing (internal or external). |
| Item 5.7.3 | Information relating to the joint ventures and undertakings in which the issuer holds a proportion of the capital likely to have a significant effect on the assessment of its own assets and liabilities, financial position or profits and losses. |
| Item 5.7.4 | A description of any environmental issues that may affect the issuer’s utilisation of the tangible fixed assets. |
| SECTION 6 | ORGANISATIONAL STRUCTURE |
| Item 6.1 | If the issuer is part of a group, a brief description of the group and the issuer’s position within the group. This may be in the form of, or accompanied by, a diagram of the organisational structure if this helps to clarify the structure. |
| Item 6.2 | A list of the issuer’s significant subsidiaries, including name, country of incorporation or residence, the proportion of ownership interest held and, if different, the proportion of voting power held. |
| SECTION 7 | OPERATING AND FINANCIAL REVIEW |
| Item 7.1 | Financial condition |
| Item 7.1.1 | |
| Item 7.1.2 |
|
| Item 7.2 | Operating results |
| Item 7.2.1 | Information regarding significant factors, including unusual or infrequent events or new developments, materially affecting the issuer’s income from operations and indicate the extent to which income was so affected. |
| Item 7.2.2 | Where the historical financial information discloses material changes in net sales or revenues, provide a narrative discussion of the reasons for such changes. |
| SECTION 8 | CAPITAL RESOURCES |
| Item 8.1 | Information concerning the issuer’s capital resources (both short term and long term). |
| Item 8.2 | An explanation of the sources and amounts of and a narrative description of the issuer’s cash flows. |
| Item 8.3 | Information on the borrowing requirements and funding structure of the issuer. |
| Item 8.4 | Information regarding any restrictions on the use of capital resources that have materially affected, or could materially affect, directly or indirectly, the issuer’s operations. |
| Item 8.5 | Information regarding the anticipated sources of funds needed to fulfil commitments referred to in item 5.7.2 |
| SECTION 9 | REGULATORY ENVIRONMENT |
| Item 9.1 | A description of the regulatory environment that the issuer operates in and that may materially affect its business, together with information regarding any governmental, economic, fiscal, monetary or political policies or factors that have materially affected, or could materially affect, directly or indirectly, the issuer’s operations. |
| SECTION 10 | TREND INFORMATION |
| Item 10.1 |
|
| Item 10.2 | Information on any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the issuer’s prospects for at least the current financial year. |
| SECTION 11 | PROFIT FORECASTS OR ESTIMATES |
| Item 11.1 | Where an issuer has published a profit forecast or a profit estimate (which is still outstanding and valid) that forecast or estimate shall be included in the registration document. If a profit forecast or profit estimate has been published and is still outstanding, but no longer valid, then provide a statement to that effect and an explanation of why such forecast or estimate is no longer valid. Such an invalid forecast or estimate is not subject to the requirements in items 11.2 and 11.3. |
| Item 11.2 |
|
| Item 11.3 |
|
| SECTION 12 | ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES AND SENIOR MANAGEMENT |
| Item 12.1 |
|
| Item 12.2 | |
| SECTION 13 | REMUNERATION AND BENEFITS |
| In relation to the last full financial year for those persons referred to in points (a) and (d) of the first subparagraph of item 12.1: | |
| Item 13.1 | |
| Item 13.2 | The total amounts set aside or accrued by the issuer or its subsidiaries to provide for pension, retirement or similar benefits. |
| SECTION 14 | BOARD PRACTICES |
| In relation to the issuer’s last completed financial year, and unless otherwise specified, with respect to those persons referred to in point (a) of the first subparagraph of item 12.1. | |
| Item 14.1 | Date of expiration of the current term of office, if applicable, and the period during which the person has served in that office. |
| Item 14.2 | 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 statement to the effect that no such benefits exist. |
| Item 14.3 | 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. |
| Item 14.4 | A statement as to whether or not the issuer complies with the corporate governance regime(s) applicable to the issuer. 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. |
| Item 14.5 | Potential material impacts on the corporate governance, including future changes in the board and committees composition (in so far as this has been already decided by the board and/or shareholders meeting). |
| SECTION 15 | EMPLOYEES |
| Item 15.1 | Either the number of employees at the end of the period or the average for each financial year for the period covered by the historical financial information up to the date of the registration document (and changes in such numbers, if material) and, if possible and material, a breakdown of persons employed by main category of activity and geographic location. If the issuer employs a significant number of temporary employees, include disclosure of the number of temporary employees on average during the most recent financial year. |
| Item 15.2 | |
| Item 15.3 | Description of any arrangements for involving the employees in the capital of the issuer. |
| SECTION 16 | MAJOR SHAREHOLDERS |
| Item 16.1 | In so far as is known to the issuer, the name of any person other than a member of the administrative, management or supervisory bodies who, directly or indirectly, has an interest in the issuer’s capital or voting rights which is notifiable under the issuer’s national law, together with the amount of each such person’s interest, as at the date of the registration document or, if there are no such persons, an appropriate statement to that that effect that no such person exists. |
| Item 16.2 | Whether the issuer’s major shareholders have different voting rights, or an appropriate statement to the effect that no such voting rights exist. |
| Item 16.3 | To the extent known to the issuer, state whether the issuer is directly or indirectly owned or controlled and by whom and describe the nature of such control and describe the measures in place to ensure that such control is not abused. |
| Item 16.4 | A description of any arrangements, known to the issuer, the operation of which may at a subsequent date result in a change in control of the issuer. |
| SECTION 17 | RELATED PARTY TRANSACTIONS |
| Item 17.1 |
|
| SECTION 18 | FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES |
| Item 18.1 | Historical financial information |
| Item 18.1.1 | Audited historical financial information covering the latest three financial years (or such shorter period as the issuer has been in operation) and the audit report in respect of each year. |
| Item 18.1.2 | |
| Item 18.1.3 |
|
| Item 18.1.4 | |
| Item 18.1.5 |
|
| Item 18.1.6 | |
| Item 18.1.7 |
|
| Item 18.2 | Interim and other financial information |
| Item 18.2.1 | |
| Item 18.3 | Auditing of historical annual financial information |
| Item 18.3.1 | |
| Item 18.3.1a | Where audit reports on the historical financial information have been refused by the statutory auditors or where they contain qualifications, modifications of opinion, disclaimers or an emphasis of matter |
| Item 18.3.2 | Indication of other information in the registration document that has been audited by the auditors. |
| Item 18.3.3 | Where financial information in the registration document is not extracted from the issuer’s audited financial statements state the source of the information and state that the information is not audited. |
| Item 18.4 | Pro forma financial information |
| Item 18.4.1 | |
| Item 18.5 | Dividend policy |
| Item 18.5.1 | A description of the issuer’s policy on dividend distributions and any restrictions thereon. If the issuer has no such policy, include an appropriate negative statement. |
| Item 18.5.2 | The amount of the dividend per share for each financial year for the period covered by the historical financial information adjusted, where the number of shares in the issuer has changed, to make it comparable. |
| Item 18.6 | Legal and arbitration proceedings |
| Item 18.6.1 | Information on any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the issuer is aware), during a period covering at least the previous 12 months which may have, or have had in the recent past significant effects on the issuer and/or group’s financial position or profitability, or provide an appropriate negative statement. |
| Item 18.7 | Significant change in the issuer’s financial position |
| Item 18.7.1 | A description of any significant change in the financial position of the group which has occurred since the end of the last financial period for which either audited financial statements or interim financial information have been published, or provide an appropriate negative statement. |
| SECTION 19 | ADDITIONAL INFORMATION |
| Item 19.1 | |
| Item 19.1.1 |
|
| Item 19.1.2 | If there are shares not representing capital, state the number and main characteristics of such shares. |
| Item 19.1.3 | 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. |
| Item 19.1.4 | 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. |
| Item 19.1.5 | Information about and terms of any acquisition rights and or obligations over authorised but unissued capital or an undertaking to increase the capital. |
| Item 19.1.6 | 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. |
| Item 19.1.7 | A history of share capital, highlighting information about any changes, for the period covered by the historical financial information. |
| Item 19.2 | Memorandum and Articles of Association |
| Item 19.2.1 | The register and the entry number therein, if applicable, and a brief description of the issuer’s objects and purposes and where they can be found in the up to date memorandum and articles of association. |
| Item 19.2.2 | Where there is more than one class of existing shares, a description of the rights, preferences and restrictions attaching to each class. |
| Item 19.2.3 | A brief description of any provision of the issuer’s articles of association, statutes, charter or bylaws that would have an effect of delaying, deferring or preventing a change in control of the issuer. |
| SECTION 20 | MATERIAL CONTRACTS |
| Item 20.1 | |
| SECTION 21 | DOCUMENTS AVAILABLE |
| Item 21.1 |
|
| SECTION 1 | INFORMATION TO BE DISCLOSED ABOUT THE ISSUER |
| Item 1.1 | The issuer shall disclose information in accordance with the disclosure requirements for the registration document for equity securities laid down in Annex 1. |
| Item 1.2 |
|
| SECTION 1 | PERSONS RESPONSIBLE, THIRD PARTY INFORMATION, EXPERTS’ REPORTS AND COMPETENT AUTHORITY APPROVAL |
| Item 1.1 | Identify all persons responsible for the information or any parts of it, given in the registration document with, in the latter case, an indication of such parts. In the case of natural persons, including members of the issuer’s administrative, management or supervisory bodies, indicate the name and function of the person; in the case of legal persons indicate the name and registered office. |
| Item 1.2 | |
| Item 1.3 |
|
| Item 1.4 | Where information has been sourced from a third party, provide a confirmation that this information has been accurately reproduced and that as far as the issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. In addition, identify the source(s) of the information. |
| Item 1.5 |
|
| SECTION 2 | STATUTORY AUDITORS |
| Item 2.1 | Names of the issuer’s auditors for the period covered by the historical financial information (together with their membership in a professional body). |
| SECTION 3 | RISK FACTORS |
| Item 3.1 | |
| SECTION 4 | INFORMATION ABOUT THE ISSUER |
| Item 4.1 | The legal and commercial name of the issuer. |
| Item 4.2 | The domicile and legal form of the issuer, legal entity identifier ("LEI"), the legislation under which the issuer operates, its country of incorporation, the address, telephone number of its registered office (or principal place of business if different from its registered office) and website of the issuer, if any, with a disclaimer that the information on the website does not form part of the prospectus unless that information is incorporated by reference into the prospectus. |
| SECTION 5 | BUSINESS OVERVIEW |
| Item 5.1 |
|
| Item 5.2 | Investments |
| Item 5.2.1 | A description of the issuer’s material investments made since the date of the last published financial statements and which are in progress and/or for which firm commitments have already been made, together with the anticipated source of funds. |
| SECTION 6 | TREND INFORMATION |
| Item 6.1 |
|
| SECTION 7 | PROFIT FORECASTS OR ESTIMATES |
| Item 7.1 | Where an issuer has published a profit forecast or a profit estimate (which is still outstanding and valid), that forecast or estimate shall be included in the registration document. If a profit forecast or profit estimate has been published and is still outstanding, but no longer valid, then provide a statement to that effect and an explanation of why such forecast or estimate is no longer valid. Such an invalid forecast or estimate is not subject to the requirements in items 7.2 and 7.3. |
| Item 7.2 |
|
| Item 7.3 |
|
| SECTION 8 | ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES AND SENIOR MANAGEMENT |
| Item 8.1 |
|
| Item 8.2 | |
| SECTION 9 | MAJOR SHAREHOLDERS |
| Item 9.1 | In so far as is known to the issuer, the name of any person other than a member of the administrative, management or supervisory bodies who, directly or indirectly, has an interest in the issuer’s capital or voting rights which is notifiable under the issuer’s national law, together with the amount of each such person’s interest, as of the date of the registration document or, if there are no such persons, an appropriate statement to that that effect that no such person exists. |
| Item 9.2 | Whether the issuer’s major shareholders have different voting rights, or an appropriate statement to the effect that no such voting rights exist. |
| Item 9.3 | To the extent known to the issuer, state whether the issuer is directly or indirectly owned or controlled and by whom and describe the nature of such control and describe the measures in place to ensure that such control is not abused. |
| Item 9.4 | A description of any arrangements, known to the issuer, the operation of which may at a subsequent date result in a change in control of the issuer. |
| SECTION 10 | RELATED PARTY TRANSACTIONS |
| Item 10.1 |
|
| SECTION 11 | FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS, AND LOSSES |
| Item 11.1 | |
| Item 11.2 | Auditing of annual financial information |
| Item 11.2.1 |
|
| Item 11.2.1a | Where audit reports on the annual financial statements have been refused by the statutory auditors or where they contain qualifications, modifications of opinion, disclaimers or an emphasis of matter, the reason must be given, and such qualifications, modifications, disclaimers or emphasis of matter must be reproduced in full. |
| Item 11.2.2 | Indication of other information in the registration document which has been audited by the auditors. |
| Item 11.2.3 | Where financial information in the registration document is not extracted from the issuer’s audited financial statements state the source of the data and state that the data is not audited. |
| Item 11.3 | |
| Item 11.4 | |
| Item 11.5 | |
| Item 11.6 | |
| Item 11.6.1 | The amount of the dividend per share for the last financial year adjusted, where the number of shares in the issuer has changed, to make it comparable. |
| SECTION 12 | ADDITIONAL INFORMATION |
| Item 12.1 | |
| Item 12.1.1 | 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. |
| Item 12.1.2 | Information about and terms of any acquisition rights and or obligations over authorised but unissued capital or an undertaking to increase the capital. |
| SECTION 13 | REGULATORY DISCLOSURES |
| Item 13.1 | |
| SECTION 14 | MATERIAL CONTRACTS |
| Item 14.1 | |
| SECTION 15 | DOCUMENTS AVAILABLE |
| Item 15.1 |
|
| SECTION 1 | INVESTMENT OBJECTIVE AND POLICY |
| Item 1.1 |
|
| Item 1.2 | A description of the procedures by which the collective investment undertaking may change its investment strategy or investment policy, or both. |
| Item 1.3 | The leverage limits of the collective investment undertaking. If there are no such limits, include a statement to that effect. |
| Item 1.4 | The regulatory status of the collective investment undertaking together with the name of any regulator in its country of incorporation. |
| Item 1.5 | The profile of a typical investor for whom the collective investment undertaking is designed. |
| Item 1.6 |
|
| SECTION 2 | INVESTMENT RESTRICTIONS |
| Item 2.1 | A statement of the investment restrictions which apply to the collective investment undertaking, if any, and an indication of how the holders of securities will be informed of the actions that the investment manager will take in the event of a breach. |
| Item 2.2 |
|
| Item 2.3 | Where a collective investment undertaking invests in investments in excess of 20 % of its gross assets in other collective investment undertakings (open ended and/or closed ended), a description of the investment and how the risk is spread in relation to those investments shall be disclosed. In addition, item 2.2 shall apply, in addition to all underlying investments of the collective investment undertaking as if those investments had been made directly. |
| Item 2.4 | With reference to point (c) of item 2.2, if collateral is advanced to cover that portion of the exposure to any one counterparty in excess of 20 % of the gross assets of the collective investment undertaking, set out the details of such collateral arrangements. |
| Item 2.5 |
|
| Item 2.6 | |
| Item 2.7 |
|
| Item 2.8 | |
| Item 2.9 | Item 2.2 does not apply to investment in securities issued or guaranteed by a government, government agency or instrumentality of any Member State, its regional or local authorities, or of any OECD Member State. |
| Item 2.10 | Point (a) of item 2.2 does not apply to a collective investment undertaking whose investment objective is to track, without material modification, a broadly based and recognised published index. A statement setting out details of where information about the index can be obtained shall be included. |
| SECTION 3 | THE APPLICANT’S SERVICE PROVIDERS |
| Item 3.1 | The actual or estimated maximum amount of all material fees payable directly or indirectly by the collective investment undertaking for any services provided under arrangements entered into on or prior to the date of the registration document and a description of how these fees are calculated. |
| Item 3.2 | A description of any fee payable directly or indirectly by the collective investment undertaking which cannot be quantified under item 3.1 and which is or which may be material. |
| Item 3.3 | If any service provider to the collective investment undertaking is in receipt of any benefits from third parties (other than the collective investment undertaking) by virtue of providing any services to the collective investment undertaking, and those benefits may not accrue to the collective investment undertaking, a statement of that fact, the name of that third party, if available, and a description of the nature of the benefits shall be disclosed. |
| Item 3.4 | The identity of the service providers and a description of their duties and the investor’s rights. |
| Item 3.5 | A description of any material potential conflicts of interest which any of the service providers to the collective investment undertaking may have as between their duty to the collective investment undertaking and duties owed by them to third parties and their other interests. A description of any arrangements which are in place to address such potential conflicts. |
| SECTION 4 | INVESTMENT MANAGER/ADVISERS |
| Item 4.1 | In respect of any Investment Manager the information required to be disclosed under items 4.1 to 4.4 and, if material, under item 5.3 of Annex 1 together with a description of its regulatory status and experience. |
| Item 4.2 | In respect of any entity providing investment advice in relation to the assets of the collective investment undertaking, the name and a brief description of the entity. |
| SECTION 5 | CUSTODY |
| Item 5.1 |
|
| Item 5.2 | Where any entity other than those entities referred to in item 5.1, holds any assets of the collective investment undertaking, a description of how these assets are held together with a description of any additional risks. |
| SECTION 6 | VALUATION |
| Item 6.1 | A description of the valuation procedure and of the pricing methodology for valuing assets. |
| Item 6.2 | Details of all circumstances in which valuations may be suspended and a statement of how such suspension will be communicated or made available to investors. |
| SECTION 7 | CROSS LIABILITIES |
| Item 7.1 | In the case of an umbrella collective investment undertaking, a statement of any cross liability that may occur between classes of investments in other collective investment undertakings and any action taken to limit such liability. |
| SECTION 8 | FINANCIAL INFORMATION |
| Item 8.1 | |
| Item 8.2 | A comprehensive and meaningful analysis of the collective investment undertaking’s portfolio. Where the portfolio is not audited, this must be clearly marked as such. |
| Item 8.3 | An indication of the latest net asset value of the collective investment undertaking or the latest market price of the unit or share of the collective investment undertaking. Where the net asset value or the latest market price of the unit or share is not audited, this must be clearly marked as such. |
| SECTION 1 | INFORMATION ABOUT THE ISSUER OF THE UNDERLYING SHARES | ||
| SECTION 2 | INFORMATION ABOUT THE ISSUER OF THE DEPOSITORY RECEIPTS | Primary Issuance | Secondary Issuances |
| Item 2.1 | Name, registered office, legal entity identifier ("LEI") and principal administrative establishment if different from the registered office. | √ | √ |
| Item 2.2 | Date of incorporation and length of life of the issuer, except where the period is indefinite. | √ | √ |
| Item 2.3 | Legislation under which the issuer operates and legal form which it has adopted under that legislation. | √ | √ |
| SECTION 1 | PERSONS RESPONSIBLE, THIRD PARTY INFORMATION, EXPERTS’ REPORTS AND COMPETENT AUTHORITY APPROVAL |
| Item 1.1 | Identify all persons responsible for the information or any parts of it, given in the registration document with, in the latter case, an indication of such parts. In the case of natural persons, including members of the issuer’s administrative, management or supervisory bodies, indicate the name and function of the person; in the case of legal persons indicate the name and registered office. |
| Item 1.2 | |
| Item 1.3 |
|
| Item 1.4 | Where information has been sourced from a third party, provide a confirmation that this information has been accurately reproduced and that as far as the issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. In addition, identify the source(s) of the information. |
| Item 1.5 |
|
| SECTION 2 | STATUTORY AUDITORS |
| Item 2.1 | Names and addresses of the issuer’s auditors for the period covered by the historical financial information (together with their membership in a professional body). |
| Item 2.2 | If auditors have resigned, been removed or have not been re-appointed during the period covered by the historical financial information, indicate details if material. |
| SECTION 3 | RISK FACTORS |
| Item 3.1 | |
| SECTION 4 | INFORMATION ABOUT THE ISSUER |
| Item 4.1 | History and development of the issuer |
| Item 4.1.1 | The legal and commercial name of the issuer |
| Item 4.1.2 | The place of registration of the issuer, its registration number and legal entity identifier ("LEI"). |
| Item 4.1.3 | The date of incorporation and the length of life of the issuer, except where the period is indefinite. |
| Item 4.1.4 | The domicile and legal form of the issuer, the legislation under which the issuer operates, its country of incorporation, the address, telephone number of its registered office (or principal place of business if different from its registered office) and website of the issuer, if any, with a disclaimer that the information on the website does not form part of the prospectus unless that information is incorporated by reference into the prospectus. |
| Item 4.1.5 | Details of any recent events particular to the issuer and which are to a material extent relevant to an evaluation of the issuer’s solvency. |
| Item 4.1.6 | Credit ratings assigned to an issuer at the request or with the cooperation of the issuer in the rating process. A brief explanation of the meaning of the ratings if this has previously been published by the rating provider. |
| Item 4.1.7 | Information on the material changes in the issuer’s borrowing and funding structure since the last financial year; |
| Item 4.1.8 | Description of the expected financing of the issuer’s activities |
| SECTION 5 | BUSINESS OVERVIEW |
| Item 5.1 | Principal activities |
| Item 5.1.1 |
|
| Item 5.2 | The basis for any statements made by the issuer regarding its competitive position. |
| SECTION 6 | ORGANISATIONAL STRUCTURE |
| Item 6.1 | If the issuer is part of a group, a brief description of the group and the issuer’s position within the group. This may be in the form of, or accompanied by, a diagram of the organisational structure if this helps to clarify the structure. |
| Item 6.2 | If the issuer is dependent upon other entities within the group, this must be clearly stated together with an explanation of this dependence. |
| SECTION 7 | TREND INFORMATION |
| Item 7.1 |
|
| Item 7.2 | Information on any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the issuer’s prospects for at least the current financial year. |
| SECTION 8 | PROFIT FORECASTS OR ESTIMATES |
| Item 8.1 | Where an issuer includes on a voluntary basis a profit forecast or a profit estimate (which is still outstanding and valid), that forecast or estimate included in the registration document must contain the information set out in items 8.2 and 8.3. If a profit forecast or profit estimate has been published and is still outstanding, but no longer valid, then provide a statement to that effect and an explanation of why such profit forecast or estimate is no longer valid. Such an invalid forecast or estimate is not subject to the requirements in items 8.2 and 8.3. |
| Item 8.2 |
|
| Item 8.3 |
|
| SECTION 9 | ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES |
| Item 9.1 |
|
| Item 9.2 | |
| SECTION 10 | MAJOR SHAREHOLDERS |
| Item 10.1 | To the extent known to the issuer, state whether the issuer is directly or indirectly owned or controlled and by whom and describe the nature of such control and describe the measures in place to ensure that such control is not abused. |
| Item 10.2 | A description of any arrangements, known to the issuer, the operation of which may at a subsequent date result in a change in control of the issuer. |
| SECTION 11 | FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES |
| Item 11.1 | Historical financial information |
| Item 11.1.1 | Audited historical financial information covering the latest two financial years (or such shorter period as the issuer has been in operation) and the audit report in respect of each year. |
| Item 11.1.2 | |
| Item 11.1.3 |
|
| Item 11.1.4 | |
| Item 11.1.5 |
|
| Item 11.1.6 | |
| Item 11.1.7 | |
| Item 11.2 | Interim and other financial information |
| Item 11.2.1 | |
| Item 11.3 | Auditing of historical annual financial information |
| Item 11.3.1 | |
| Item 11.3.1 a | Where audit reports on the historical financial information have been refused by the statutory auditors or where they contain qualifications, modifications of opinion, disclaimers or an emphasis of matter, the reason must be given, and such qualifications, modifications, disclaimers or emphasis of matter must be reproduced in full. |
| Item 11.3.2 | Indication of other information in the registration document which has been audited by the auditors. |
| Item 11.3.3 | Where financial information in the registration document is not extracted from the issuer’s audited financial statements state the source of the data and state that the data is not audited. |
| Item 11.4 | Legal and arbitration proceedings |
| Item 11.4.1 | Information on any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the issuer is aware), during a period covering at least the previous 12 months which may have, or have had in the recent past significant effects on the issuer and/or group’s financial position or profitability, or provide an appropriate negative statement. |
| Item 11.5 | Significant change in the issuer’s financial position |
| Item 11.5.1 | A description of any significant change in the financial position of the group which has occurred since the end of the last financial period for which either audited financial information or interim financial information have been published, or provide an appropriate negative statement. |
| SECTION 12 | ADDITIONAL INFORMATION |
| Item 12.1 | |
| Item 12.2 | |
| SECTION 13 | MATERIAL CONTRACTS |
| Item 13.1 | A brief summary of all material contracts that are not entered into in the ordinary course of the issuer’s business, which could result in any group member being under an obligation or an entitlement that is material to the issuer’s ability to meet its obligations to security holders in respect of the securities being issued. |
| SECTION 14 | DOCUMENTS AVAILABLE |
| Item 14.1 |
|
| SECTION 1 | PERSONS RESPONSIBLE, THIRD PARTY INFORMATION, EXPERTS’ REPORTS AND COMPETENT AUTHORITY APPROVAL |
| Item 1.1 | Identify all persons responsible for the information or any parts of it, given in the registration document with, in the latter case, an indication of such parts. In the case of natural persons, including members of the issuer’s administrative, management or supervisory bodies, indicate the name and function of the person; in the case of legal persons indicate the name and registered office. |
| Item 1.2 | |
| Item 1.3 |
|
| Item 1.4 | Where information has been sourced from a third party, provide a confirmation that this information has been accurately reproduced and that as far as the issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. In addition, identify the source(s) of the information. |
| Item 1.5 |
|
| SECTION 2 | STATUTORY AUDITORS |
| Item 2.1 | Names and addresses of the issuer’s auditors for the period covered by the historical financial information (together with their membership in a professional body). |
| Item 2.2 | If auditors have resigned, been removed or have not been re-appointed during the period covered by the historical financial information, indicate details if material. |
| SECTION 3 | RISK FACTORS |
| Item 3.1 | |
| SECTION 4 | INFORMATION ABOUT THE ISSUER |
| Item 4.1 | History and development of the Issuer |
| Item 4.1.1 | The legal and commercial name of the issuer |
| Item 4.1.2 | The place of registration of the issuer, its registration number and legal entity identifier ("LEI"). |
| Item 4.1.3 | The date of incorporation and the length of life of the issuer, except where the period is indefinite. |
| Item 4.1.4 | The domicile and legal form of the issuer, the legislation under which the issuer operates, its country of incorporation, the address, telephone number of its registered office (or principal place of business if different from its registered office) and website of the issuer, if any, with a disclaimer that the information on the website does not form part of the prospectus unless that information is incorporated by reference into the prospectus. |
| Item 4.1.5 | Any recent events particular to the issuer and which are to a material extent relevant to an evaluation of the issuer’s solvency. |
| Item 4.1.6 | Credit ratings assigned to the issuer at the request or with the cooperation of the issuer in the rating process. |
| SECTION 5 | BUSINESS OVERVIEW |
| Item 5.1 | Principal activities |
| Item 5.1.1 | A brief description of the issuer’s principal activities stating the main categories of products sold and/or services performed. |
| Item 5.1.2 | The basis for any statements made by the issuer regarding its competitive position. |
| SECTION 6 | ORGANISATIONAL STRUCTURE |
| Item 6.1 | If the issuer is part of a group, a brief description of the group and the issuer’s position within the group. This may be in the form of, or accompanied by, a diagram of the organisational structure if this helps to clarify the structure. |
| Item 6.2 | If the issuer is dependent upon other entities within the group, this must be clearly stated together with an explanation of this dependence. |
| SECTION 7 | TREND INFORMATION |
| Item 7.1 |
|
| SECTION 8 | PROFIT FORECASTS OR ESTIMATES |
| Item 8.1 |
|
| Item 8.2 |
|
| SECTION 9 | ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES |
| Item 9.1 |
|
| Item 9.2 | |
| SECTION 10 | MAJOR SHAREHOLDERS |
| Item 10.1 | To the extent known to the issuer, state whether the issuer is directly or indirectly owned or controlled and by whom and describe the nature of such control and describe the measures in place to ensure that such control is not abused. |
| Item 10.2 | A description of any arrangements, known to the issuer, the operation of which may at a subsequent date result in a change in control of the issuer. |
| SECTION 11 | FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES |
| Item 11.1 | Historical financial information |
| Item 11.1.1 | Historical financial information covering the latest two financial years (at least 24 months) or such shorter period as the issuer has been in operation and the audit report in respect of each year. |
| Item 11.1.2 | |
| Item 11.1.3 |
|
| Item 11.1.4 |
|
| Item 11.1.5 | |
| Item 11.1.6 | |
| Item 11.2 | Auditing of Historical financial information |
| Item 11.2.1 |
|
| Item 11.2.1a | Where audit reports on the historical financial information have been refused by the statutory auditors or where they contain qualifications, modifications of opinion, disclaimers or an emphasis of matter, the reason must be given, and such qualifications, modifications, disclaimers or emphasis of matter must be reproduced in full. |
| Item 11.2.2 | Indication of other information in the registration document which has been audited by the auditors. |
| Item 11.2.3 | Where financial information in the registration document is not extracted from the issuer’s audited financial statements state the source of the data and state that the data is not audited. |
| Item 11.3 | Legal and arbitration proceedings |
| Item 11.3.1 | Information on any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the issuer is aware), during a period covering at least the previous 12 months which may have, or have had in the recent past significant effects on the issuer and/or group’s financial position or profitability, or provide an appropriate negative statement. |
| Item 11.4 | Significant change in the issuer’s financial position |
| Item 11.4.1 | A description of any significant change in the financial position of the group which has occurred since the end of the last financial period for which either audited financial information or interim financial information have been published, or provide an appropriate negative statement. |
| SECTION 12 | MATERIAL CONTRACTS |
| Item 12.1 | A brief summary of all material contracts that are not entered into in the ordinary course of the issuer’s business, which could result in any group member being under an obligation or entitlement that is material to the issuer’s ability to meet its obligations to security holders in respect of the securities being issued. |
| SECTION 13 | DOCUMENTS AVAILABLE |
| Item 13.1 |
|
| SECTION 1 | PERSONS RESPONSIBLE, THIRD PARTY INFORMATION, EXPERTS’ REPORTS AND COMPETENT AUTHORITY APPROVAL |
| Item 1.1 | Identify all persons responsible for the information or any parts of it, given in the registration document with, in the latter case, an indication of such parts. In the case of natural persons, including members of the issuer’s administrative, management or supervisory bodies, indicate the name and function of the person; in the case of legal persons indicate the name and registered office. |
| Item 1.2 | |
| Item 1.3 |
|
| Item 1.4 | Where information has been sourced from a third party, provide a confirmation that this information has been accurately reproduced and that as far as the issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. In addition, identify the source(s) of the information. |
| Item 1.5 |
|
| SECTION 2 | STATUTORY AUDITORS |
| Item 2.1 | Names of the issuer’s auditors for the period covered by the historical financial information (together with their membership in a professional body). |
| SECTION 3 | RISK FACTORS |
| Item 3.1 | |
| SECTION 4 | INFORMATION ABOUT THE ISSUER |
| Item 4.1 | The legal and commercial name of the issuer. |
| Item 4.2 | The domicile and legal form of the issuer, legal entity identifier ("LEI"), the legislation under which the issuer operates, its country of incorporation, the address, telephone number of its registered office (or principal place of business if different from its registered office) and website of the issuer, if any, with a disclaimer that the information on the website does not form part of the prospectus unless that information is incorporated by reference into the prospectus. |
| SECTION 5 | BUSINESS OVERVIEW |
| Item 5.1 | A brief description of the issuer’s principal activities stating the main categories of products sold and/or services performed. |
| SECTION 6 | TREND INFORMATION |
| Item 6.1 |
|
| Item 6.2 (Retail only) | Information on any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the issuer’s prospects for at least the current financial year. |
| SECTION 7 | PROFIT FORECASTS OR ESTIMATES |
| Item 7.1 | |
| Item 7.2 |
|
| Item 7.3 |
|
| SECTION 8 | ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES AND SENIOR MANAGEMENT |
| Item 8.1 |
|
| Item 8.2 | Potential conflicts of interest between any duties carried out on behalf of the issuer, by the persons referred to in item 8.1 and their private interests or other duties must be clearly stated. In the event that there are no such conflicts a statement to that effect must be made. |
| SECTION 9 | MAJOR SHAREHOLDERS |
| Item 9.1 | To the extent known to the issuer, state whether the issuer is directly or indirectly owned or controlled and by whom and describe the nature of such control and describe the measures in place to ensure that such control is not abused. |
| Item 9.2 | A description of any arrangements, known to the issuer, the operation of which may at a subsequent date result in a change in control of the issuer. |
| SECTION 10 | FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS, AND LOSSES |
| Item 10.1 | |
| Item 10.2 | Auditing of annual financial information |
| Item 10.2.1 |
|
| Item 10.2.1a | Where audit reports on the annual financial statements have been refused by the statutory auditors or where they contain qualifications, modifications of opinion, disclaimers or an emphasis of matter, the reason must be given, and such qualifications, modifications, disclaimers or emphasis of matter must be reproduced in full. |
| Item 10.2.2 | Indication of other information in the registration document which has been audited by the auditors. |
| Item 10.2.3 | Where financial information in the registration document is not extracted from the issuer’s audited financial statements, state the source of the data and identify the data that has not been audited. |
| Item 10.3 | |
| Item 10.4 | |
| SECTION 11 | REGULATORY DISCLOSURES |
| Item 11.1 | |
| SECTION 12 | MATERIAL CONTRACTS |
| Item 12.1 | A brief summary of all material contracts that are not entered into in the ordinary course of the issuer’s business, which could result in any group member being under an obligation or an entitlement that is material to the issuer’s ability to meet its obligations to security holders in respect of the securities being issued. |
| SECTION 13 | DOCUMENTS AVAILABLE |
| Item 13.1 |
|
| SECTION 1 | PERSONS RESPONSIBLE, THIRD PARTY INFORMATION, EXPERTS’ REPORTS AND COMPETENT AUTHORITY APPROVAL |
| Item 1.1 | Identify all persons responsible for the information or any parts of it, given in the registration document with, in the latter case, an indication of such parts. In the case of natural persons, including members of the issuer’s administrative, management or supervisory bodies, indicate the name and function of the person; in the case of legal persons indicate the name and registered office. |
| Item 1.2 | |
| Item 1.3 |
|
| Item 1.4 | Where information has been sourced from a third party, provide a confirmation that this information has been accurately reproduced and that as far as the issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading In addition, the issuer shall identify the source(s) of the information. |
| Item 1.5 |
|
| SECTION 2 | STATUTORY AUDITORS |
| Item 2.1 | Names and addresses of the issuer’s auditors for the period covered by the historical financial information (together with any membership in a professional body). |
| SECTION 3 | RISK FACTORS |
| Item 3.1 | |
| SECTION 4 | INFORMATION ABOUT THE ISSUER |
| Item 4.1 | A statement whether the issuer has been established as a special purpose vehicle or entity for the purpose of issuing asset backed securities. |
| Item 4.2 | The legal and commercial name of the issuer and the legal entity identifier ("LEI"). |
| Item 4.3 | The place of registration of the issuer and its registration number. |
| Item 4.4 | The date of incorporation and the length of life of the issuer, except where the period is indefinite. |
| Item 4.5 | The domicile and legal form of the issuer, the legislation under which the issuer operates, its country of incorporation, the address and telephone number of its registered office (or principal place of business if different from its registered office) and website of the issuer, if any, or website of a third party or guarantor, with a disclaimer that the information on the website does not form part of the prospectus unless that information is incorporated by reference into the prospectus. |
| Item 4.6 | Description of the amount of the issuer’s authorised and issued capital and the amount of any capital agreed to be issued, the number and classes of the securities of which it is composed. |
| SECTION 5 | BUSINESS OVERVIEW |
| Item 5.1 | A brief description of the issuer’s principal activities. |
| SECTION 6 | ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES |
| Item 6.1 |
|
| SECTION 7 | MAJOR SHAREHOLDERS |
| Item 7.1 | To the extent known to the issuer, state whether the issuer is directly or indirectly owned or controlled and by whom, and describe the nature of such control and describe the measures in place to ensure that such control is not abused. |
| SECTION 8 | FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION, AND PROFITS AND LOSSES |
| Item 8.1 | Where, since the date of incorporation or establishment, an issuer has not commenced operations and no financial statements have been drawn up as at the date of the registration document, a statement to that effect shall be provided in the registration document. |
| Item 8.2 | |
| Item 8.2.1 | |
| Item 8.2.2 |
|
| Item 8.2.3 | |
| Item 8.2.4 |
|
| Item 8.2.a | |
| Item 8.2.a.1 |
|
| Item 8.2.a.2 |
|
| Item 8.2.a.3 |
|
| Item 8.2.a.4 | A statement that the historical financial information has been audited. Where audit reports on the historical financial information have been refused by the statutory auditors or where they contain qualifications, modifications of opinion, disclaimers or an emphasis of matter, the reason must be given, and such qualifications, modifications, disclaimers or emphasis of matter must be reproduced in full. |
| Item 8.3 | |
| Item 8.4 | |
| SECTION 9 | DOCUMENTS AVAILABLE |
| Item 9.1 |
|
| SECTION 1 | PERSONS RESPONSIBLE, THIRD PARTY INFORMATION, EXPERTS’ REPORTS AND COMPETENT AUTHORITY APPROVAL |
| Item 1.1 | Identify all persons responsible for the information or any parts of it, given in the registration document with, in the latter case, an indication of such parts. In the case of natural persons, including members of the issuer’s administrative, management or supervisory bodies, indicate the name and function of the person; in the case of legal persons indicate the name and registered office. |
| Item 1.2 | |
| Item 1.3 |
|
| Item 1.4 |
|
| SECTION 2 | RISK FACTORS |
| Item 2.1 | |
| SECTION 3 | INFORMATION ABOUT THE ISSUER |
| Item 3.1 | |
| Item 3.2 | The domicile or geographical location and legal form of the issuer and its contact address, telephone number and website of the issuer, if any, with a disclaimer that the information on the website does not form part of the prospectus unless that information is incorporated by reference into the prospectus. |
| Item 3.3 | Any recent events relevant to the evaluation of the issuer’s solvency. |
| Item 3.4 |
|
| Item 3.5 | A general description of the issuer’s political system and government including details of the governing body of the issuer. |
| Item 3.6 | Any credit ratings assigned to the issuer at the request or with the cooperation of the issuer in the rating process. |
| SECTION 4 | PUBLIC FINANCE AND TRADE |
| Item 4.1 |
|
| SECTION 5 | SIGNIFICANT CHANGE |
| Item 5.1 | Details of any significant changes to the information provided pursuant to item 4 which have occurred since the end of the last fiscal year, or an appropriate negative statement. |
| SECTION 6 | LEGAL AND ARBITRATION PROCEEDINGS |
| Item 6.1 | Information on any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the issuer is aware), during a period covering at least the previous 12 months which may have, or have had in the recent past, significant effects on the issuer’s financial position, or provide an appropriate negative statement. |
| Item 6.2 | Information on any immunity the issuer may have from legal proceedings. |
| SECTION 7 | DOCUMENTS AVAILABLE |
| Item 7.1 |
|
| SECTION 1 | PERSONS RESPONSIBLE, THIRD PARTY INFORMATION, EXPERTS’ REPORTS AND COMPETENT AUTHORITY APPROVAL |
| Item 1.1 | Identify all persons responsible for the information or any parts of it, given in the securities note with, in the latter case, an indication of such parts. In the case of natural persons, including members of the issuer’s administrative, management or supervisory bodies, indicate the name and function of the person; in the case of legal persons indicate the name and registered office. |
| Item 1.2 | |
| Item 1.3 |
|
| Item 1.4 | Where information has been sourced from a third party, provide a confirmation that this information has been accurately reproduced and that as far as the issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. In addition, identify the source(s) of the information. |
| Item 1.5 |
|
| SECTION 2 | RISK FACTORS |
| Item 2.1 | |
| SECTION 3 | ESSENTIAL INFORMATION |
| Item 3.1 | |
| Item 3.2 | |
| Item 3.3 | |
| Item 3.4 | |
| SECTION 4 | INFORMATION CONCERNING THE SECURITIES TO BE OFFERED/ADMITTED TO TRADING |
| Item 4.1 | A description of the type and the class of the securities being offered and/or admitted to trading, including the international security identification number ("ISIN"). |
| Item 4.2 | Legislation under which the securities have been created. |
| Item 4.3 | An indication whether the securities are in registered form or bearer form and whether the securities are in certificated form or book-entry form. In the latter case, name and address of the entity in charge of keeping the records. |
| Item 4.4 | Currency of the securities issue. |
| Item 4.5 |
|
| Item 4.6 | In the case of new issues, a statement of the resolutions, authorisations and approvals by virtue of which the securities have been or will be created and/or issued. |
| Item 4.7 | In the case of new issues, the expected issue date of the securities. |
| Item 4.8 | A description of any restrictions on the transferability of the securities. |
| Item 4.9 | |
| Item 4.10 | An indication of public takeover bids by third parties in respect of the issuer’s equity, which have occurred during the last financial year and the current financial year. The price or exchange terms attaching to such offers and the outcome thereof must be stated. |
| Item 4.11 | |
| Item 4.12 | Where applicable, the potential impact on the investment in the event of resolution under Directive 2014/59/EU of the European Parliament and of the Council |
| Item 4.13 | If different from the issuer, the identity and contact details of the offeror of the securities and/or the person asking for admission to trading, including the legal entity identifier ("LEI") where the offeror has legal personality. |
| SECTION 5 | TERMS AND CONDITIONS OF THE OFFER OF SECURITIES TO THE PUBLIC |
| Item 5.1 | Conditions, offer statistics, expected timetable and action required to apply for the offer. |
| Item 5.1.1 | Conditions to which the offer is subject. |
| Item 5.1.2 | |
| Item 5.1.3 | The time period, including any possible amendments, during which the offer will be open and description of the application process. |
| Item 5.1.4 | An indication of when, and under which circumstances, the offer may be revoked or suspended and whether revocation can occur after dealing has begun. |
| Item 5.1.5 | A description of any possibility to reduce subscriptions and the manner for refunding amounts paid in excess by applicants. |
| Item 5.1.6 | Details of the minimum and/or maximum amount of application (whether in number of securities or aggregate amount to invest). |
| Item 5.1.7 | An indication of the period during which an application may be withdrawn, provided that investors are allowed to withdraw their subscription. |
| Item 5.1.8 | Method and time limits for paying up the securities and for delivery of the securities. |
| Item 5.1.9 | A full description of the manner and date in which results of the offer are to be made public. |
| Item 5.1.10 | The procedure for the exercise of any right of pre-emption, the negotiability of subscription rights and the treatment of subscription rights not exercised. |
| Item 5.2 | Plan of distribution and allotment. |
| Item 5.2.1 | The various categories of potential investors to which the securities are offered. If the offer is being made simultaneously in the markets of two or more countries and if a tranche has been or is being reserved for certain of these, indicate any such tranche. |
| Item 5.2.2 | To the extent known to the issuer, an indication of whether major shareholders or members of the issuer’s management, supervisory or administrative bodies intend to subscribe in the offer, or whether any person intends to subscribe for more than five per cent of the offer. |
| Item 5.2.3 |
|
| Item 5.2.4 | Process for notifying applicants of the amount allotted and an indication whether dealing may begin before notification is made. |
| Item 5.3 | Pricing |
| Item 5.3.1 |
|
| Item 5.3.2 | Process for the disclosure of the offer price. |
| Item 5.3.3 | If the issuer’s equity holders have pre-emptive purchase rights and this right is restricted or withdrawn, an indication of the basis for the issue price if the issue is for cash, together with the reasons for and beneficiaries of such restriction or withdrawal. |
| Item 5.3.4 | Where there is or could be a material disparity between the public offer price and the effective cash cost to members of the administrative, management or supervisory bodies or senior management, or affiliated persons, of securities acquired by them in transactions during the past year, or which they have the right to acquire, include a comparison of the public contribution in the proposed public offer and the effective cash contributions of such persons. |
| Item 5.4 | Placing and underwriting |
| Item 5.4.1 | Name and address of the coordinator(s) of the global offer and of single parts of the offer and, to the extent known to the issuer or to the offeror, of the placers in the various countries where the offer takes place. |
| Item 5.4.2 | Name and address of any paying agents and depository agents in each country. |
| Item 5.4.3 | Name and address of the entities agreeing to underwrite the issue on a firm commitment basis, and name and address of the entities agreeing to place the issue without a firm commitment or under best "efforts" arrangements. Indication of the material features of the agreements, including the quotas. Where not all of the issue is underwritten, a statement of the portion not covered. Indication of the overall amount of the underwriting commission and of the placing commission. |
| Item 5.4.4 | When the underwriting agreement has been or will be reached. |
| SECTION 6 | ADMISSION TO TRADING AND DEALING ARRANGEMENTS |
| Item 6.1 | An indication as to whether the securities offered are or will be the object of an application for admission to trading, with a view to their distribution in a regulated market or third country market, SME Growth Market or MTF with an indication of the markets in question. This circumstance must be set out, without creating the impression that the admission to trading will necessarily be approved. If known, the earliest dates on which the securities will be admitted to trading. |
| Item 6.2 | All the regulated markets, third country markets, SME Growth Market or MTFs on which, to the knowledge of the issuer, securities of the same class of the securities to be offered or admitted to trading are already admitted to trading. |
| Item 6.3 | If simultaneously or almost simultaneously with the application for the admission of the securities to a regulated market, securities of the same class are subscribed for or placed privately or if securities of other classes are created for public or private placing, give details of the nature of such operations and of the number, characteristics and price of the securities to which they relate. |
| Item 6.4 | In case of an admission to trading on a regulated market, details of the entities which have given a firm commitment to act as intermediaries in secondary trading, providing liquidity through bid and offer rates and a description of the main terms of their commitment. |
| Item 6.5 | Details of any stabilisation in line with items 6.5.1 to 6.6 in case of an admission to trading on a regulated market, third country market, SME Growth Market or MTF, where an issuer or a selling shareholder has granted an over-allotment option or it is otherwise proposed that price stabilising activities may be entered into in connection with an offer: |
| Item 6.5.1 | The fact that stabilisation may be undertaken, that there is no assurance that it will be undertaken and that it may be stopped at any time; |
| Item 6.5.1.1 | The fact that stabilisation transactions aim at supporting the market price of the securities during the stabilisation period; |
| Item 6.5.2 | The beginning and the end of the period during which stabilisation may occur; |
| Item 6.5.3 | The identity of the stabilisation manager for each relevant jurisdiction unless this is not known at the time of publication; |
| Item 6.5.4 | The fact that stabilisation transactions may result in a market price that is higher than would otherwise prevail; |
| Item 6.5.5 | The place where the stabilisation may be undertaken including, where relevant, the name of the trading venue(s). |
| Item 6.6 |
|
| SECTION 7 | SELLING SECURITIES HOLDERS |
| Item 7.1 | Name and business address of the person or entity offering to sell the securities, the nature of any position office or other material relationship that the selling persons has had within the past three years with the issuer or any of its predecessors or affiliates. |
| Item 7.2 | The number and class of securities being offered by each of the selling security holders. |
| Item 7.3 | Where a major shareholder is selling the securities, the size of its shareholding both before and immediately after the issuance. |
| Item 7.4 |
|
| SECTION 8 | EXPENSE OF THE ISSUE/OFFER |
| Item 8.1 | The total net proceeds and an estimate of the total expenses of the issue/offer. |
| SECTION 9 | DILUTION |
| Item 9.1 |
|
| Item 9.2 | Where existing shareholders will be diluted regardless of whether they subscribe for their entitlement, because a part of the relevant share issue is reserved only for certain investors (e.g. an institutional placing coupled with an offer to shareholders), an indication of the dilution existing shareholders will experience shall also be presented on the basis that they do take up their entitlement (in addition to the situation in item 9.1 where they do not). |
| SECTION 10 | ADDITIONAL INFORMATION |
| Item 10.1 | If advisors connected with an issue are referred to in the Securities Note, a statement of the capacity in which the advisors have acted. |
| Item 10.2 | An indication of other information in the securities note which has been audited or reviewed by statutory auditors and where auditors have produced a report. Reproduction of the report or, with permission of the competent authority, a summary of the report. |
| SECTION 1 | PERSONS RESPONSIBLE, THIRD PARTY INFORMATION, EXPERTS’ REPORTS AND COMPETENT AUTHORITY APPROVAL |
| Item 1.1 | Identify all persons responsible for the information or any parts of it, given in the securities note with, in the latter case, an indication of such parts. In the case of natural persons, including members of the issuer’s administrative, management or supervisory bodies, indicate the name and function of the person; in the case of legal persons indicate the name and registered office. |
| Item 1.2 | |
| Item 1.3 |
|
| Item 1.4 | Where information has been sourced from a third party, provide a confirmation that this information has been accurately reproduced and that as far as the issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. In addition, identify the source(s) of the information. |
| Item 1.5 |
|
| SECTION 2 | RISK FACTORS |
| Item 2.1 | |
| SECTION 3 | ESSENTIAL INFORMATION |
| Item 3.1 | |
| Item 3.2 | |
| Item 3.3 | |
| Item 3.4 | |
| SECTION 4 | INFORMATION CONCERNING THE SECURITIES TO BE OFFERED/ADMITTED TO TRADING |
| Item 4.1 | A description of the type, class and amount of the securities being offered and/or admitted to trading, including the international security identification number ("ISIN"). |
| Item 4.2 | Currency of the securities issue. |
| Item 4.3 | In the case of new issues, a statement of the resolutions, authorisations and approvals by virtue of which the securities have been or will be created and/or issued. |
| Item 4.4 | A description of any restrictions on the transferability of the securities. |
| Item 4.5 | |
| Item 4.6 | If different from the issuer, the identity and contact details of the offeror, of the securities and/or the person asking for admission to trading including the legal entity identifier ("LEI") where the offeror has legal personality. |
| Item 4.7 |
|
| Item 4.8 | Statement on the existence of national legislation on takeovers applicable to the issuer which may frustrate such takeovers, if any. |
| Item 4.9 | An indication of public takeover bids by third parties in respect of the issuer’s equity, which have occurred during the last financial year and the current financial year. The price or exchange terms attaching to such offers and the outcome thereof must be stated. |
| SECTION 5 | TERMS AND CONDITIONS OF THE OFFER |
| Item 5.1 | Conditions, offer statistics, expected timetable and action required to apply for the offer |
| Item 5.1.1 | Conditions to which the offer is subject. |
| Item 5.1.2 | The time period, including any possible amendments, during which the offer will be open and a description of the application process together with the issue date of new securities. |
| Item 5.1.3 | A description of any possibility to reduce subscriptions and the manner for refunding amounts paid in excess by applicants. |
| Item 5.1.4 | Details of the minimum and/or maximum amount of application (whether in number of securities or aggregate amount to invest). |
| Item 5.1.5 | Method and time limits for paying up the securities and for delivery of the securities. |
| Item 5.1.6 | A full description of the manner and date in which results of the offer are to be made public. |
| Item 5.1.7 | The procedure for the exercise of any right of pre-emption, the negotiability of subscription rights and the treatment of subscription rights not exercised. |
| Item 5.1.8 | |
| Item 5.1.9 | An indication of when, and under which circumstances, the offer may be revoked or suspended and whether revocation can occur after dealing has begun. |
| Item 5.1.10 | An indication of the period during which an application may be withdrawn, provided that investors are allowed to withdraw their subscription. |
| Item 5.2 | Plan of distribution and allotment |
| Item 5.2.1. | Process for notifying applicants of the amount allotted and an indication whether dealing may begin before notification is made. |
| Item 5.2.2 | To the extent known to the issuer, an indication of whether major shareholders or members of the issuer’s management, supervisory or administrative bodies intended to subscribe in the offer, or whether any person intends to subscribe for more than five per cent of the offer. |
| Item 5.3 | Pricing |
| Item 5.3.1 |
|
| Item 5.3.2 | Process for the disclosure of the offer price. |
| Item 5.3.3 | If the issuer’s equity holders have pre-emptive purchase rights and this right is restricted or withdrawn, an indication of the basis for the issue price if the issue is for cash, together with the reasons for and beneficiaries of such restriction or withdrawal. |
| Item 5.4 | Placing and underwriting |
| Item 5.4.1 | Name and address of the coordinator(s) of the global offer and of single parts of the offer and, to the extent known by the issuer or to the offeror, of the placers in the various countries where the offer takes place |
| Item 5.4.2 | Name and address of any paying agents and depository agents in each country. |
| Item 5.4.3 | Name and address of the entities agreeing to underwrite the issue on a firm commitment basis, and name and address of the entities agreeing to place the issue without a firm commitment or under "best efforts" arrangements. Indication of the material features of the agreements, including the quotas. Where not all of the issue is underwritten, a statement of the portion not covered. Indication of the overall amount of the underwriting commission and of the placing commission. |
| Item 5.4.4 | When the underwriting agreement has been or will be reached. |
| SECTION 6 | ADMISSION TO TRADING AND DEALING ARRANGEMENTS |
| Item 6.1 | An indication as to whether the securities offered are or will be the object of an application for admission to trading, with a view to their distribution in a regulated market, other equivalent third country markets or an SME Growth Market with an indication of the markets in question. This circumstance must be set out, without creating the impression that the admission to trading will necessarily be approved. If known, the earliest dates on which the securities will be admitted to trading. |
| Item 6.2 | All the regulated markets equivalent third country markets or SME Growth Markets on which, to the knowledge of the issuer, securities of the same class of the securities to be offered or admitted to trading are already admitted to trading. |
| Item 6.3 | If simultaneously or almost simultaneously with the application for admission of the securities to a regulated market, securities of the same class are subscribed for or placed privately or if securities of other classes are created for public or private placing, give details of the nature of such operations and of the number, characteristics and price of the securities to which they relate. |
| Item 6.4 | Details of the entities which have given a firm commitment to act as intermediaries in secondary trading, providing liquidity through bid and offer rates and description of the main terms of their commitment. |
| SECTION 7 | SELLING SECURITIES HOLDERS |
| Item 7.1 |
|
| SECTION 8 | EXPENSE OF THE ISSUE/OFFER |
| Item 8.1 | The total net proceeds and an estimate of the total expenses of the issue/offer. |
| SECTION 9 | DILUTION |
| Item 9.1 |
|
| Item 9.2 | Where existing shareholders will be diluted regardless of whether they subscribe for their entitlement, because a part of the relevant share issue is reserved only for certain investors (e.g. an institutional placing coupled with an offer to shareholders), an indication of the dilution existing shareholders will experience should also be presented on the basis that they do take up their entitlement (in addition to the situation where they do not). |
| SECTION 10 | ADDITIONAL INFORMATION |
| Item 10.1 | If advisors connected with an issue are referred to in the securities note, a statement of the capacity in which the advisors have acted. |
| Item 10.2 | An indication of other information in the securities note which has been audited or reviewed by statutory auditors and where auditors have produced a report. Reproduction of the report or, with permission of the competent authority, a summary of the report. |
| SECTION 1 | ESSENTIAL INFORMATION | Primary Issuance | Secondary Issuances |
| Item 1.1 | √ | √ | |
| Item 1.2 | √ | √ | |
| Item 1.3 | A description of the type and the class of the underlying shares including the international security identification number ("ISIN") | √ | √ |
| Item 1.4 | Legislation under which the securities have been created. | √ | √ |
| Item 1.5 | An indication whether the underlying shares are in registered form or bearer form and whether the underlying shares are in certificated form or book-entry form. In the latter case, name and address of the entity in charge of keeping the records. | √ | √ |
| Item 1.6 | Currency of the underlying shares. | √ | √ |
| Item 1.7 | A description of the rights, including any limitations of these, attached to the underlying shares and procedure for the exercise of those rights. | √ | √ |
| Item 1.8 |
| √ | √ |
| Item 1.9 | √ | √ | |
| Item 1.10 | The issue date of the underlying shares if new underlying shares are being created for the issue of depository receipts and they are not in existence at the time of issue of the depository receipts. | √ | √ |
| Item 1.11 | If new underlying shares are being created for the issue of the depository receipts, state the resolutions, authorisations and approvals by virtue of which the new underlying shares have been or will be created or issued. | √ | √ |
| Item 1.12 | A description of any restrictions on the transferability of the underlying shares. | √ | √ |
| Item 1.13 | √ | √ | |
| Item 1.14 | √ | √ | |
| √ | |||
| Item 1.15 | An indication of public takeover bids by third parties in respect of the issuer’s equity, which have occurred during the last financial year and the current financial year. The price or exchange terms attaching to such offers and the outcome thereof must be stated. | √ | √ |
| Item 1.16 | Where applicable, the potential impact on the investment in the event of resolution under the Directive 2014/59/EU. | √ | |
| Item 1.17 |
| √ | √ |
| Item 1.18 | Information about selling shareholders if any. | √ | √ |
| Item 1.18.1 | Name and business address of the person or entity offering to sell the underlying shares, the nature of any position office or other material relationship that the selling persons has had within the past three years with the issuer or any of its predecessors or affiliates. | √ | √ |
| Item 1.19 | Dilution | ||
| Item 1.19.1 |
| √ | √ |
| Item 1.19.2 | Where existing shareholders will be diluted regardless of whether they subscribe for their entitlement, because a part of the relevant share issue is reserved only for certain investors (e.g. an institutional placing coupled with an offer to shareholders), an indication of the dilution existing shareholders will experience shall also be presented on the basis that they do take up their entitlement (in addition to the situation in 1.19.1 where they do not). | √ | √ |
| Item 1.20 | Additional information where there is a simultaneous or almost simultaneous offer or admission to trading of the same class of underlying shares as those underlying shares over which the depository receipts are being issued. | √ | √ |
| Item 1.20.1 | If simultaneously or almost simultaneously with the creation of the depository receipts for which admission to a regulated market is being sought underlying shares of the same class as those over which the depository receipts are being issued are subscribed for or placed privately, details are to be given of the nature of such operations and of the number and characteristics of the underlying shares to which they relate. | √ | √ |
| Item 1.20.2 | Disclose all regulated markets or equivalent markets on which, to the knowledge of the issuer of the depository receipts, underlying shares of the same class as those over which the depository receipts are being issued are offered or admitted to trading. | √ | √ |
| Item 1.20.3 | To the extent known to the issuer of the depository receipts, indicate whether major shareholders, members of the administrative, management or supervisory bodies intended to subscribe in the offer, or whether any person intends to subscribe for more than five per cent of the offer. | √ | √ |
| SECTION 2 | INFORMATION ABOUT THE DEPOSITORY RECEIPTS | Primary Issuance | Secondary Issuances |
| Item 2.1 | Indicate the number of shares represented by each depository receipts | √ | √ |
| Item 2.2 | A description of the type and class of depository receipts being offered and/or admitted to trading | √ | √ |
| Item 2.3 | Legislation under which the depository receipts have been created. | √ | √ |
| Item 2.4 | An indication whether the depository receipts are in registered or bearer form and whether the depository receipts are in certificated or book-entry form. In the latter case, include the name and address of the entity in charge of keeping the records. | √ | √ |
| Item 2.5 | Currency of the depository receipts | √ | √ |
| Item 2.6 | Describe the rights attaching to the depository receipts, including any limitations of these attached to the depository receipts and the procedure if any for the exercise of these rights. | √ | √ |
| Item 2.7 |
| √ | √ |
| Item 2.8 |
| √ | √ |
| Item 2.9 | Describe the exercise of and benefit from rights attaching to the underlying shares, in particular voting rights, the conditions on which the issuer of the depository receipts may exercise such rights, and measures envisaged to obtain the instructions of the depository receipt holders – and the right to share in profits and any liquidation surplus which are not passed on to the holder of the depository receipt. | √ | √ |
| Item 2.10 | The expected issue date of the depository receipts. | √ | √ |
| Item 2.11 | A description of any restrictions on the transferability of the depository receipts. | √ | √ |
| Item 2.12 | √ | √ | |
| Item 2.13 | Bank or other guarantees attached to the depository receipts and intended to underwrite the issuer’s obligations. | √ | √ |
| Item 2.14 | Possibility of obtaining the delivery of the depository receipts into original shares and procedure for such delivery. | √ | √ |
| SECTION 3 | INFORMATION ABOUT THE TERMS AND CONDITIONS OF THE OFFER OF THE DEPOSITORY RECEIPTS | Primary Issuance | Secondary Issuances |
| Item 3.1 | Conditions, offer statistics, expected timetable and action required to apply for the offer | ||
| Item 3.1.1 | √ | √ | |
| Item 3.1.2 | The time period, including any possible amendments, during which the offer will be open and description of the application process. | √ | √ |
| Item 3.1.3 | An indication of when, and under which circumstances, the offer may be revoked or suspended and whether revocation can occur after dealing has begun. | √ | √ |
| Item 3.1.4 | A description of the possibility to reduce subscriptions and the manner for refunding amounts paid in excess by applicants. | √ | √ |
| Item 3.1.5 | Details of the minimum and/or maximum amount of application (whether in number of securities or aggregate amount to invest). | √ | √ |
| Item 3.1.6 | An indication of the period during which an application may be withdrawn, provided that investors are allowed to withdraw their subscription. | √ | √ |
| Item 3.1.7 | Method and time limits for paying up the securities and for delivery of the securities. | √ | √ |
| Item 3.1.8 | A full description of the manner and date in which results of the offer are to be made public. | √ | √ |
| Item 3.1.9 | The procedure for the exercise of any right of pre-emption, the negotiability of subscription rights and the treatment of subscription rights not exercised. | √ | √ |
| Item 3.2 | Plan of distribution and allotment | ||
| Item 3.2.1 | The various categories of potential investors to which the securities are offered. If the offer is being made simultaneously in the markets of two or more countries and if a tranche has been or is being reserved for certain of these, indicate any such tranche. | √ | √ |
| Item 3.2.2 | To the extent known to the issuer, an indication of whether major shareholders or members of the issuer’s management, supervisory or administrative bodies intended to subscribe in the offer, or whether any person intends to subscribe for more than five per cent of the offer. | √ | √ |
| Item 3.2.3 |
| √ | √ |
| Item 3.2.4 | Process for notifying applicants of the amount allotted and an indication whether dealing may begin before notification is made. | √ | √ |
| Item 3.3 | Pricing | ||
| Item 3.3.1 |
| √ | √ |
| Item 3.3.2 | Process for the disclosure of the offer price. | √ | √ |
| Item 3.3.3 | Where there is or could be a material disparity between the public offer price and the effective cash cost to members of the administrative, management or supervisory bodies or senior management, or affiliated persons, of securities acquired by them in transactions during the past year, or which they have the right to acquire, include a comparison of the public contribution in the proposed public offer an the effective cash contributions of such persons. | √ | √ |
| Item 3.4 | Placing and Underwriting | ||
| Item 3.4.1 | Name and address of the coordinator(s) of the global offer and of single parts of the offer and, to the extent known to the issuer or to the offeror, of the placers in the various countries where the offer takes place. | √ | √ |
| Item 3.4.2 | Name and address of any paying agents and depository agents in each country. | √ | √ |
| Item 3.4.3 | Name and address of the entities agreeing to underwrite the issue on a firm commitment basis, and name and address of the entities agreeing to place the issue without a firm commitment or under best efforts’ arrangements. Indication of the material features of the agreements, including the quotas. Where not all of the issue is underwritten, a statement of the portion not covered. Indication of the overall amount of the underwriting commission and of the placing commission. | √ | √ |
| Item 3.4.4 | When the underwriting agreement has been or will be reached. | √ | √ |
| SECTION 4 | ADMISSION TO TRADING AND DEALING ARRANGEMENTS IN THE DEPOSITORY RECEIPTS | Primary Issuance | Secondary Issuances |
| Item 4.1 | An indication as to whether the securities offered are or will be the object of an application for admission to trading, with a view to their distribution in a regulated market or equivalent third country market, SME Growth Market or MTF with an indication of the markets in question. This circumstance must be set out, without creating the impression that the admission to trading will necessarily be approved. If known, the earliest dates on which the securities will be admitted to trading. | √ | √ |
| Item 4.2 | All the regulated markets or equivalent third country markets, SME Growth Market or MTFs on which, to the knowledge of the issuer, securities of the same class of the securities to be offered or admitted to trading are already admitted to trading. | √ | √ |
| Item 4.3 | If simultaneously or almost simultaneously with the creation of the securities for which admission to a regulated market is being sought securities of the same class are subscribed for or placed privately or if securities of other classes are created for public or private placing, give details of the nature of such operations and of the number and characteristics of the securities to which they relate. | √ | √ |
| In case of an admission to trading on a regulated market, details of the entities which have a firm commitment to act as intermediaries in secondary trading, providing liquidity through bid and offer rates and description of the main terms of their commitment. | √ | √ | |
| Item 4.4 | The issue price of the securities | √ | √ |
| Details of stabilisation: where an issuer or a selling shareholder has granted an over-allotment option or it is otherwise proposed that price stabilising activities may be entered into in connection with an offer: | √ | √ | |
| The fact that stabilisation may be undertaken, that there is no assurance that it will be undertaken and that it may be stopped at any time. | √ | ||
| Item 4.5 | The fact that stabilisation transactions aim at supporting the market price of the securities during the stabilisation period. | √ | |
| The beginning and the end of the period during which stabilisation may occur. | √ | ||
| The identity of the stabilisation manager for each relevant jurisdiction unless this is not known at the time of publication. | √ | ||
| The fact that stabilisation transactions may result in a market price that is higher than would otherwise prevail. | √ | ||
| Item 4.6 | The place where the stabilisation may be undertaken including, where relevant, the name of the trading venue(s). | √ | |
| √ | √ | |
| SECTION 5 | ESSENTIAL INFORMATION ABOUT THE ISSUANCE OF THE DEPOSITORY RECEIPTS | Primary Issuance | Secondary Issuances |
| Item 5.1 | Reasons for the offer and use of proceeds | ||
| Item 5.1.1 | Reasons for the offer and, where applicable, the estimated net amount of the proceeds broken into each principal intended use and presented in order of priority of such uses. If the issuer is aware that the anticipated proceeds will not be sufficient to fund all the proposed uses, then state the amount and sources of other funds needed. Details must also be given with regard to the use of the proceeds, in particular when they are being used to acquire assets, other than in the ordinary course of business, to finance announced acquisitions of other business, or to discharge, reduce or retire indebtedness. | √ | √ |
| Item 5.2 | Interest of natural and legal persons involved in the issuer/offer | ||
| Item 5.2.1 | A description of any interest, including a conflict of interest that is material to the issue/offer, detailing the persons involved and the nature of the interest. | √ | √ |
| Item 5.3 | Risk Factors | ||
| Item 5.3.1 | √ | √ | |
| SECTION 6 | EXPENSE OF THE ISSUE/OFFER OF THE DEPOSITORY RECEIPTS | Primary Issuance | Secondary Issuances |
| Item 6.1 | The total net proceeds and an estimate of the total expenses of the issue/offer. | √ | √ |
| SECTION 1 | PERSONS RESPONSIBLE, THIRD PARTY INFORMATION, EXPERTS’ REPORTS AND COMPETENT AUTHORITY APPROVAL | |
| Item 1.1 | Identify all persons responsible for the information or any parts of it, given in the securities note with, in the latter case, an indication of such parts. In the case of natural persons, including members of the issuer’s administrative, management or supervisory bodies, indicate the name and function of the person; in the case of legal persons indicate the name and registered office. | Category A |
| Item 1.2 | Category A | |
| Item 1.3 |
| Category A |
| Item 1.4 | Where information has been sourced from a third party, provide a confirmation that this information has been accurately reproduced and that as far as the issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. In addition, identify the source(s) of the information. | Category C |
| Item 1.5 |
| Category A |
| SECTION 2 | RISK FACTORS | |
| Item 2.1 |
| Category A |
| SECTION 3 | ESSENTIAL INFORMATION | |
| Item 3.1 | Interest of natural and legal persons involved in the issue/offer | |
| A description of any interest, including a conflict of interest that is material to the issue/offer, detailing the persons involved and the nature of the interest. | Category C | |
| Item 3.2 | Reasons for the offer and use of proceeds | |
| Reasons for the offer to the public or for the admission to trading. Where applicable, disclosure of the estimated total expenses of the issue/offer and the estimated net amount of the proceeds. These expenses and proceeds shall be broken into each principal intended use and presented in order of priority of such uses. If the issuer is aware that the anticipated proceeds will not be sufficient to fund all the proposed uses, then state the amount and sources of other funds needed. | Category C | |
| SECTION 4 | INFORMATION CONCERNING THE SECURITIES TO BE OFFERED TO THE PUBLIC/ADMITTED TO TRADING | |
| Item 4.1 | Category B | |
| Category C | ||
| Item 4.2 | Legislation under which the securities have been created. | Category A |
| Item 4.3 | Category A | |
| Category C | ||
| Item 4.4 | Category C | |
| Item 4.5 | Currency of the securities issue. | Category C |
| Item 4.6 | The relative seniority of the securities in the issuer’s capital structure in the event of insolvency, including, where applicable, information on the level of subordination of the securities and the potential impact on the investment in the event of a resolution under Directive 2014/59/EU. | Category A |
| Item 4.7 | A description of the rights attached to the securities, including any limitations of those rights, and procedure for the exercise of those rights. | Category B |
| Item 4.8 | 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 | ||
| Item 4.9 | Category C | |
| Category B | ||
| Item 4.10 | Category C | |
| Category B | ||
| Item 4.11 | Representation of non-equity security holders including an identification of the organisation representing the investors and provisions applying to such representation. Indication of the website where the public may have free access to the contracts relating to these forms of representation. | Category B |
| Item 4.12 | In the case of new issues, a statement of the resolutions, authorisations and approvals by virtue of which the securities have been or will be created and/or issued. | Category C |
| Item 4.13 | The issue date or in the case of new issues, the expected issue date of the securities. | Category C |
| Item 4.14 | A description of any restrictions on the transferability of the securities. | Category A |
| Item 4.15 | Category A | |
| Item 4.16 | If different from the issuer, the identity and contact details of the offeror, of the securities and/or the person asking for admission to trading, including the legal entity identifier ("LEI") where the offeror has legal personality. | Category C |
| SECTION 5 | TERMS AND CONDITIONS OF THE OFFER OF SECURITIES TO THE PUBLIC | |
| Item 5.1 | Conditions, offer statistics, expected timetable and action required to apply for the offer. | |
| Item 5.1.1 | Conditions to which the offer is subject. | Category C |
| Item 5.1.2 | The time period, including any possible amendments, during which the offer will be open.A description of the application process. | Category C |
| Item 5.1.3 | A description of the possibility to reduce subscriptions and the manner for refunding amounts paid in excess by applicants. | Category C |
| Item 5.1.4 | Details of the minimum and/or maximum amount of the application, (whether in number of securities or aggregate amount to invest). | Category C |
| Item 5.1.5 | Method and time limits for paying up the securities and for delivery of the securities. | Category C |
| Item 5.1.6 | A full description of the manner and date in which results of the offer are to be made public. | Category C |
| Item 5.1.7 | The procedure for the exercise of any right of pre-emption, the negotiability of subscription rights and the treatment of subscription rights not exercised. | Category C |
| Item 5.2 | Plan of distribution and allotment. | |
| Item 5.2.1 | Category C | |
| Item 5.2.2 | Process for notifying applicants of the amount allotted and an indication whether dealing may begin before notification is made. | Category C |
| Item 5.3 | Pricing | |
| Item 5.3.1 | Category C | |
| Category B | ||
| Category C | ||
| Item 5.4 | Placing and Underwriting | |
| Item 5.4.1 | Name and address of the coordinator(s) of the global offer and of single parts of the offer and, to the extent known to the issuer or to the offeror, of the placers in the various countries where the offer takes place. | Category C |
| Item 5.4.2 | Name and address of any paying agents and depository agents in each country. | Category C |
| Item 5.4.3 | Name and address of the entities agreeing to underwrite the issue on a firm commitment basis, and name and address of the entities agreeing to place the issue without a firm commitment or under "best efforts" arrangements. Indication of the material features of the agreements, including the quotas. Where not all of the issue is underwritten, a statement of the portion not covered. Indication of the overall amount of the underwriting commission and of the placing commission. | Category C |
| Item 5.4.4 | When the underwriting agreement has been or will be reached. | Category C |
| SECTION 6 | ADMISSION TO TRADING AND DEALING ARRANGEMENTS | |
| Item 6.1 | Category B | |
| Category C | ||
| Item 6.2 | All the regulated markets or third country markets, SME Growth Market or MTFs on which, to the knowledge of the issuer, securities of the same class of the securities to be offered to the public or admitted to trading are already admitted to trading. | Category C |
| Item 6.3 | In the case of admission to trading on a regulated market, the name and address of the entities which have a firm commitment to act as intermediaries in secondary trading, providing liquidity through bid and offer rates and description of the main terms of their commitment. | Category C |
| Item 6.4 | The issue price of the securities. | Category C |
| SECTION 7 | ADDITIONAL INFORMATION | |
| Item 7.1 | If advisors connected with an issue are referred to in the securities note, a statement of the capacity in which the advisors have acted. | Category C |
| Item 7.2 | An indication of other information in the securities note which has been audited or reviewed by statutory auditors and where auditors have produced a report. Reproduction of the report or, with permission of the competent authority, a summary of the report. | Category A |
| Item 7.3 | Credit ratings assigned to the securities at the request or with the cooperation of the issuer in the rating process. A brief explanation of the meaning of the ratings if this has previously been published by the rating provider. | Category C |
| Item 7.4 | Where the summary is substituted in part with the information set out in points (c) to (i) of paragraph 3 of Article 8 of Regulation (EU) No 1286/2014, all such information to the extent it is not already disclosed elsewhere in the securities note, must be disclosed. | Category C |
| SECTION 1 | PERSONS RESPONSIBLE, THIRD PARTY INFORMATION, EXPERTS’ REPORTS AND COMPETENT AUTHORITY APPROVAL | |
| Item 1.1 | Identify all persons responsible for the information or any parts of it, given in the securities note with, in the latter case, an indication of such parts. In the case of natural persons, including members of the issuer’s administrative, management or supervisory bodies, indicate the name and function of the person; in the case of legal persons indicate the name and registered office. | Category A |
| Item 1.2 | Category A | |
| Item 1.3 |
| Category A |
| Item 1.4 | Where information has been sourced from a third party, provide a confirmation that this information has been accurately reproduced and that as far as the issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. In addition, identify the source(s) of the information. | Category C |
| Item 1.5 |
| Category A |
| SECTION 2 | RISK FACTORS | |
| Item 2.1 |
| Category A |
| SECTION 3 | ESSENTIAL INFORMATION | |
| Item 3.1 | Category C | |
| Item 3.2 | The use and estimated net amount of the proceeds. | Category C |
| SECTION 4 | INFORMATION CONCERNING THE SECURITIES TO BE ADMITTED TO TRADING | |
| Item 4.1 | Total amount of securities being admitted to trading. | Category C |
| Item 4.2 | Category B | |
| Category C | ||
| Item 4.3 | Legislation under which the securities have been created. | Category A |
| Item 4.4 | Category A | |
| Category C | ||
| Item 4.5 | Currency of the securities issue. | Category C |
| Item 4.6 | The relative seniority of the securities in the issuer’s capital structure in the event of insolvency, including, where applicable, information on the level of subordination of the securities and the potential impact on the investment in the event of a resolution under Directive 2014/59/EU. | Category A |
| Item 4.7 | A description of the rights, including any limitations of these, attached to the securities and procedure for the exercise of said rights. | Category B |
| Item 4.8 | 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 C | ||
| Category C | ||
| Item 4.9 | Category C | |
| Category B | ||
| Item 4.10 | An indication of yield. | Category C |
| Item 4.11 | Representation of debt security holders including an identification of the organisation representing the investors and provisions applying to such representation. Indication of the website where investors may have free access to the contracts relating to these forms of representation. | Category B |
| Item 4.12 | A statement of the resolutions, authorisations and approvals by virtue of which the securities have been created and/or issued. | Category C |
| Item 4.13 | The issue date of the securities. | Category C |
| Item 4.14 | A description of any restrictions on the transferability of the securities. | Category A |
| Item 4.15 | If different from the issuer, the identity and contact details of the offeror of the securities and/or the person asking for admission to trading, including the legal entity identifier ("LEI") where the offeror has legal personality. | Category C |
| SECTION 5 | ADMISSION TO TRADING AND DEALING ARRANGEMENTS | |
| Item 5.1 | Category B | |
| Category C | ||
| Item 5.2 | Name and address of any paying agents and depository agents in each country. | Category C |
| SECTION 6 | EXPENSE OF THE ADMISSION TO TRADING | |
| Item 6.1 | An estimate of the total expenses related to the admission to trading. | Category C |
| SECTION 7 | ADDITIONAL INFORMATION | |
| Item 7.1 | If advisors are referred to in the Securities Note, a statement of the capacity in which the advisors have acted. | Category C |
| Item 7.2 | An indication of other information in the Securities Note which has been audited or reviewed by auditors and where auditors have produced a report. Reproduction of the report or, with permission of the competent authority, a summary of the report. | Category A |
| Item 7.3 | Credit ratings assigned to the securities at the request or with the cooperation of the issuer in the rating process. A brief explanation of the meaning of the ratings if this has previously been published by the rating provider. | Category C |
| SECTION 1 | PERSONS RESPONSIBLE, THIRD PARTY INFORMATION, EXPERTS’ REPORTS AND COMPETENT AUTHORITY APPROVAL | |
| Item 1.1 | Identify all persons responsible for the information or any parts of it, given in the securities note with, in the latter case, an indication of such parts. In the case of natural persons, including members of the issuer’s administrative, management or supervisory bodies, indicate the name and function of the person; in the case of legal persons indicate the name and registered office. | Category A |
| Item 1.2 | Category A | |
| Item 1.3 |
| Category A |
| Item 1.4 | Where information has been sourced from a third party, provide a confirmation that this information has been accurately reproduced and that as far as the issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. In addition, identify the source(s) of the information. | Category C |
| Item 1.5 |
| Category A |
| SECTION 2 | RISK FACTORS | |
| Item 2.1 |
| Category A |
| SECTION 3 | ESSENTIAL INFORMATION | |
| Item 3.1 | Category C | |
| Item 3.2 (Retail only) | Reasons for the offer to the public or for the admission to trading if different from making profit and/or hedging certain risks. In case of an offer to the public, disclosure of the estimated total expenses of the issue/offer and the estimated net amount of the proceeds. These expenses and proceeds shall be broken into each principal intended use and presented in order of priority of such uses. If the issuer is aware that the anticipated proceeds will not be sufficient to fund all the proposed uses, then state the amount and sources of other funds needed. | Category C |
| Item 3.3 (Wholesale only) | Reasons for the issuance if different from making profit and/or hedging certain risks | Category C |
| SECTION 4 | INFORMATION CONCERNING THE SECURITIES TO BE OFFERED/ADMITTED TO TRADING | |
| Item 4.1 |
| |
| Item 4.2 | Currency of the securities issue. | Category C |
| Item 4.3 | In the case of new issues, a statement of the resolutions, authorisations and approvals by virtue of which the securities have been or will be created and/or issued. | Category C |
| Item 4.4 | A description of any restrictions on the transferability of the securities. | Category B |
| Item 4.5 (Retail only) | Category A | |
| Item 4.6 | If different from the issuer, the identity and contact details of the offeror, of the securities and/or the person asking for admission to trading including the legal entity identifier ("LEI") where the offeror has legal personality. | Category C |
| Item 4.7 | The relative seniority of the securities in the issuer’s capital structure in the event of insolvency, including, where applicable, information on the level of subordination of the securities and the potential impact on the investment in the event of a resolution under Directive 2014/59/EU. | Category A |
| Item 4.8 | A description of the rights attached to the securities, including any limitations of those rights. | Category B |
| Item 4.9 | Category C | |
| Category B | ||
| Category C | ||
| Category B | ||
| Where the rate is not fixed: | ||
| Category A | ||
| Category C | ||
| Category C | ||
| Category B | ||
| Category B | ||
| Category C | ||
| Category B | ||
| Item 4.10 | Category C | |
| Category B | ||
| Item 4.11 | Category C | |
| Category B | ||
| Item 4.15 | Representation of debt securities holders including an identification of the organisation representing the investors and provisions applying to such representation. Indication of the website where the public may have free access to the contracts relating to these forms of representation. | Category B |
| Item 4.16 | Where there is no offer, the issue date of the securities. | Category C |
| SECTION 5 | TERMS AND CONDITIONS OF THE OFFER (RETAIL ONLY) | |
| Item 5.1 | Conditions, offer statistics, expected timetable and action required to apply for the offer | |
| Item 5.1.1 | Conditions to which the offer is subject. | Category C |
| Item 5.1.2 | The time period, including any possible amendments, during which the offer will be open and a description of the application process together with the issue date of new securities. | Category C |
| Item 5.1.3 | A description of the possibility to reduce subscriptions and the manner for refunding amounts paid in excess by applicants. | Category C |
| Item 5.1.4 | Details of the minimum and/or maximum amount of application (whether in number of securities or aggregate amount to invest). | Category C |
| Item 5.1.5 | Method and time limits for paying up the securities and for delivery of the securities. | Category C |
| Item 5.1.6 | A full description of the manner and date in which results of the offer are to be made public. | Category C |
| Item 5.1.7 | The procedure for the exercise of any right of pre-emption, the negotiability of subscription rights and the treatment of subscription rights not exercised. | Category C |
| Item 5.1.8 | Category C | |
| Item 5.2 | Plan of distribution and allotment | |
| Item 5.2.1 | Process notifying applicants of the amount allotted and an indication whether dealing may begin before notification is made. | Category C |
| Item 5.3 | Pricing | |
| Item 5.3.1 | Category C | |
| Category B | ||
| Category C | ||
| Item 5.4. | Placing and underwriting | |
| Item 5.4.1 | Name and address of the coordinator(s) of the global offer and of single parts of the offer and, to the extent known to the issuer or to the offeror, of the placers in the various countries where the offer takes place | Category C |
| Item 5.4.2 | Name and address of any paying agents and depository agents in each country. | Category C |
| Item 5.4.3 | Name and address of the entities agreeing to underwrite the issue on a firm commitment basis, and name and address of the entities agreeing to place the issue without a firm commitment or under "best efforts" arrangements. Indication of the material features of the agreements, including the quotas. Where not all of the issue is underwritten, a statement of the portion not covered. Indication of the overall amount of the underwriting commission and of the placing commission. | Category C |
| Item 5.4.4 | When the underwriting agreement has been or will be reached. | Category C |
| SECTION 6 | ADMISSION TO TRADING AND DEALING ARRANGEMENTS | |
| Item 6.1 | An indication as to whether the securities offered are or will be the object of an application for admission to trading, with a view to their distribution in a regulated market, other equivalent third country markets or an SME Growth Market with an indication of the markets in question. This circumstance must be set out, without creating the impression that the admission to trading will necessarily be approved. If known, the earliest dates on which the securities will be admitted to trading. | Category B |
| Item 6.2 (Retail only) | All the regulated markets, equivalent third country markets or SME Growth Markets on which, to the knowledge of the issuer, securities of the same class of the securities to be offered or admitted to trading are already admitted to trading. | Category C |
| Item 6.3 (Retail only) | The issue price of the securities. | Category C |
| Item 6.4 (Wholesale only) | An estimate of the total expenses related to the admission to trading. | Category C |
| Item 6.5 | Name and address of any paying agents and depositary agents in each country. | Category C |
| SECTION 7 | ADDITIONAL INFORMATION | |
| Item 7.1 | If advisors connected with an issue are referred to in the securities note, a statement of the capacity in which the advisors have acted. | Category C |
| Item 7.2 | An indication of other information in the securities note which has been audited or reviewed by statutory auditors and where auditors have produced a report. Reproduction of the report or, with permission of the competent authority, a summary of the report. | Category A |
| Item 7.3 (Retail only) | Credit ratings assigned to the securities at the request or with the cooperation of the issuer in the rating process. A brief explanation of the meaning of the ratings if this has previously been published by the rating provider. | Category C |
| Item 7.3.a (Retail only) | Where the summary is substituted in part with the information set out in points (c) to (i) of paragraph 3 of Article 8 of Regulation (EU) No 1286/2014, all such information must be disclosed to the extent it is not already disclosed elsewhere in the securities note. | Category C |
| Item 7.4 (Wholesale only) | An estimate of the total expenses related to the admission to trading. | Category C |
| Item 7.5 (Wholesale only) | Credit ratings assigned to the securities at the request or with the cooperation of the issuer in the rating process. | Category C |
| SECTION 1 | RISK FACTORS | |
| Item 1.1 | Prominent disclosure of risk factors that are material to the securities being offered and/or admitted to trading in order to assess the market risk associated with these securities in a section headed "Risk Factors". If applicable, this must include a risk warning to the effect that investors may lose the value of their entire investment or part of it, as the case may be, and, if the investor’s liability is not limited to the value of his investment, a statement of that fact, together with a description of the circumstances in which such additional liability arises and the likely financial effect. | Category A |
| SECTION 2 | INFORMATION CONCERNING THE SECURITIES TO BE OFFERED/ADMITTED TO TRADING | |
| Item 2.1 | Information concerning the securities | |
| Item 2.1.1 | A clear and comprehensive explanation to help investors understand how the value of their investment is affected by the value of the underlying instrument(s), especially in the circumstances where the risks are most evident, unless the securities have a denomination per unit of at least EUR | Category B |
| Item 2.1.2 | The expiration or maturity date of the derivative securities and their exercise date or final reference date. | Category C |
| Item 2.1.3 | A description of the settlement procedure of the derivative securities. | Category B |
| Item 2.1.4 | A description of: | |
| Category B | ||
| Category C | ||
| Category B | ||
| Item 2.2 | Information concerning the underlying | |
| Item 2.2.1 | The exercise price or the final reference price of the underlying. | Category C |
| Item 2.2.2 | A statement setting out the type of the underlying. | Category A |
| Details of where information on the underlying can be obtained including an indication of where information about the past and the future performance of that underlying and its volatility can be obtained by electronic means, and whether or not it can be obtained free of charge. | Category C | |
| Where the underlying is a security: | ||
| Category C | ||
| Category C | ||
| where the underlying is a reference entity or reference obligation (for credit-linked securities): | ||
| Category A | ||
| Category C | ||
| Category C | ||
| Category C | ||
| Where the underlying is an index: | ||
| Category C | ||
| Category A | ||
| Category B | |
| Points (b) and (c) do not apply where the administrator of the index is included in the public register maintained by ESMA under Article 36 of Regulation (EU) 2016/1011 | ||
| Category C | ||
| Where the underlying is an interest rate, a description of the interest rate. | Category C | |
| Where the underlying does not fall within the categories specified above, the securities note shall contain equivalent information. | Category C | |
| Where the underlying is a basket of underlying, a disclosure for each underlying as described above and disclosure of the relevant weightings of each underlying in the basket. | Category C | |
| Item 2.2.3 | A description of any market disruption or settlement disruption or credit events that affect the underlying. | Category B |
| Item 2.2.4 | Adjustment rules with relation to events concerning the underlying. | Category B |
| SECTION 3 | ADDITIONAL INFORMATION | |
| Item 3.1 | An indication in the prospectus whether or not the issuer intends to provide post issuance information. Where the issuer has indicated that it intends to report such information, the issuer shall specify in the prospectus what information will be reported and where such information can be obtained. | Category C |
| SECTION 1 | DESCRIPTION OF THE UNDERLYING SHARE | |
| Item 1.1 | Description of the type and the class of the shares. | Category A |
| Item 1.2 | Legislation under which the shares have been or will be created. | Category A |
| Item 1.3 | Category A | |
| Category C | ||
| Item 1.4 | Indication of the currency of the shares issue | Category A |
| Item 1.5 |
| Category A |
| Item 1.6 | In the case of new issues, a statement of the resolutions, authorisations and approvals by virtue of which the shares have been or will be created and/or issued and indication of the issue date. | Category C |
| Item 1.7 | Where and when the shares will be or have been admitted to trading. | Category C |
| Item 1.8 | Description of any restrictions on the transferability of the shares. | Category A |
| Item 1.9 | Statement on the existence of any national legislation on takeovers applicable to the issuer which may frustrate such takeovers, if any. Brief description of the shareholders’ rights and obligations in case of mandatory takeover bid, squeeze-out or sell-out. | Category A |
| Item 1.10 | Category C | |
| Item 1.11 | A comparison of: | |
| Category C | ||
| Category C | ||
| SECTION 2 | INFORMATION TO BE PROVIDED WHERE THE ISSUER OF THE UNDERLYING IS AN ENTITY BELONGING TO THE SAME GROUP | Category C |
| Item 2.1 | When the issuer of the underlying is an entity belonging to the same group, the information to provide on this issuer is the one required by the registration document for equity securities or, if applicable, the registration document for secondary issuances of equity securities or the EU Growth registration document for equity securities. | Category A |
| SECTION 1 | THE SECURITIES | |
| Item 1.1 | A statement that a notification has been, or is intended to be communicated to ESMA, as regards simple, transparent and standardised securitisation ("STS") compliance, where applicable. This should be accompanied by an a explanation of the meaning of such notification together with a reference or hyperlink to ESMA’s data base indicating that the STS-notification is available for download there if deemed necessary. | Category A |
| Item 1.2 | Where the prospectus includes a statement that the transaction is STS compliant, a warning that the STS status of a transaction is not static and that investors should verify the current status of the transaction on ESMA’s website. | Category B |
| Item 1.3 | The minimum denomination of an issue. | Category C |
| Item 1.4 | Category C | |
| SECTION 2 | THE UNDERLYING ASSETS | |
| Item 2.1 | Confirmation that the securitised assets backing the issue have characteristics that demonstrate capacity to produce funds to service any payments due and payable on the securities. | Category A |
| Item 2.2 | In respect of a pool of discrete assets backing the issue: | |
| Item 2.2.1 | The legal jurisdiction by which the pool of assets is governed. | Category C |
| Item 2.2.2 | Category C | |
| Category B | ||
| Category C | ||
| Item 2.2.3 | The legal nature of the assets. | Category C |
| Item 2.2.4 | The expiry or maturity date(s) of the assets. | Category C |
| Item 2.2.5 | The amount of the assets. | Category C |
| Item 2.2.6 | Loan to value ratio or level of collateralisation. | Category B |
| Item 2.2.7 | The method of origination or creation of the assets, and for loans and credit agreements, the principal lending criteria and an indication of any loans which do not meet these criteria and any rights or obligations to make further advances. | Category B |
| Item 2.2.8 | An indication of significant representations and collateral given to the issuer relating to the assets. | Category C |
| Item 2.2.9 | Any rights to substitute the assets and a description of the manner in which and the type of assets which may be so substituted; if there is any capacity to substitute assets with a different class or quality of assets a statement to that effect together with a description of the impact of such substitution. | Category B |
| Item 2.2.10 | A description of any relevant insurance policies relating to the assets. Any concentration with one insurer must be disclosed if it is material to the transaction. | Category B |
| Item 2.2.11 | Where the assets comprise obligations of 5 or fewer obligors which are legal persons or are guaranteed by 5 or fewer legal persons or where an obligor or entity guaranteeing the obligations accounts for 20 % or more of the assets, or where 20 % or more of the assets are guaranteed by a single guarantor, so far as the issuer is aware and/or is able to ascertain from information published by the obligor(s) or guarantor(s) indicate either of the following: | |
| Category A | ||
| Category C | ||
| Item 2.2.12 | If a relationship exists that is material to the issue, between the issuer, guarantor and obligor, details of the principal terms of that relationship. | Category C |
| Item 2.2.13 | Where the assets comprise obligations that are traded on regulated or equivalent third country market or SME Growth Market, a brief description of the securities, the market and an electronic link where the documentation in relation to the obligations can be found on the regulated or equivalent third country market or SME Growth Market. | Category C |
| Item 2.2.14 | Where the assets comprise obligations that are not traded on a regulated or equivalent third country market or SME Growth Market, a description of the principal terms and conditions in relation to the obligations. | Category B |
| Item 2.2.15 | Where the assets comprise equity securities that are admitted to trading on a regulated or equivalent third country market or SME Growth Market indicate the following: | Category C |
| Category C | ||
| Category C | ||
| Item 2.2.16 | Where more than 10 % of the assets comprise equity securities that are not traded on a regulated or equivalent third country market or SME Growth Market, a description of those equity securities and equivalent information to that contained in the registration document for equity securities or where applicable, the registration document for securities issued by closed-end collective investment undertakings in respect of each issuer of those securities. | Category A |
| Item 2.2.17 | Category A | |
| Item 2.3 | In respect of an actively managed pool of assets backing the issue: | |
| Item 2.3.1 | Equivalent information to that contained in items 2.1 and 2.2 to allow an assessment of the type, quality, sufficiency and liquidity of the asset types in the portfolio which will secure the issue. | See items 2.1 and 2.2 |
| Item 2.3.2 | The parameters within which investments can be made, the name and description of the entity responsible for such management including a description of that entity’s expertise and experience, a summary of the provisions relating to the termination of the appointment of such entity and the appointment of an alternative management entity and a description of that entity’s relationship with any other parties to the issue. | Category A |
| Item 2.4 | Where an issuer proposes to issue further securities backed by the same assets, a prominent statement to that effect and unless those further securities are fungible with or are subordinated to those classes of existing debt, a description of how the holders of that class will be informed. | Category C |
| SECTION 3 | STRUCTURE AND CASH FLOW | |
| Item 3.1 | Description of the structure of the transaction containing an overview of the transaction and the cash flows, including a structure diagram. | Category A |
| Item 3.2 | Description of the entities participating in the issue and description of the functions to be performed by them in addition to information on the direct and indirect ownership or control between those entities. | Category A |
| Item 3.3 | Description of the method and date of the sale, transfer, novation or assignment of the assets or of any rights and/or obligations in the assets to the issuer or, where applicable, the manner and time period in which the proceeds from the issue will be fully invested by the issuer. | Category B |
| Item 3.4 | An explanation of the flow of funds including: | |
| Item 3.4.1 | Category A | |
| Category C | ||
| Item 3.4.2 | information on any credit enhancements, an indication of where potentially material liquidity shortfalls may occur and the availability of any liquidity supports and indication of provisions designed to cover interest/principal shortfall risks; | Category B |
| Item 3.4.3 | Category A | |
| Category C | ||
| Item 3.4.4 | without prejudice to item 3.4.2, details of any subordinated debt finance; | Category C |
| Item 3.4.5 | an indication of any investment parameters for the investment of temporary liquidity surpluses and description of the parties responsible for such investment; | Category B |
| Item 3.4.6 | how payments are collected in respect of the assets; | Category A |
| Item 3.4.7 | the order of priority of payments made by the issuer to the holders of the class of securities in question; | Category A |
| Item 3.4.8 | details of any other arrangements upon which payments of interest and principal to investors are dependent; | Category B |
| Item 3.5 | the name, address and significant business activities of the originators of the securitised assets. | Category C |
| Item 3.6 |
| See Annex 17 |
| Item 3.7 | The name, address and significant business activities of the administrator, calculation agent or equivalent, together with a summary of the administrator’s/calculation agents responsibilities, their relationship with the originator or the creator of the assets and a summary of the provisions relating to the termination of the appointment of the administrator/calculation agent and the appointment of an alternative administrator/calculation agent; | Category C |
| Item 3.8 | The names and addresses and brief description of: | |
| Category A | ||
| Category C | ||
| SECTION 4 | POST ISSUANCE REPORTING | |
| Item 4.1 | An indication in the prospectus of where the issuer is under an obligation to, or where the issuer intends to, provide post-issuance transaction information regarding securities to be admitted to trading and the performance of the underlying collateral. The issuer shall indicate what information will be reported, where such information can be obtained, and the frequency with which such information will be reported. | Category C |
| SECTION 1 | CONTENTS OF PRO FORMA FINANCIAL INFORMATION |
| Item 1.1 |
|
| SECTION 2 | PRINCIPLES IN PREPARING AND PRESENTING PRO FORMA FINANCIAL INFORMATION |
| Item 2.1 | |
| Item 2.2 |
|
| Item 2.3 |
|
| SECTION 3 | REQUIREMENTS FOR AN ACCOUNTANT/AUDIT REPORT |
|
| SECTION 1 | NATURE OF THE GUARANTEE |
| SECTION 2 | SCOPE OF THE GUARANTEE |
| Details shall be disclosed about the terms and conditions and scope of the guarantee. These details should cover any conditionality on the application of the guarantee in the event of any default under the terms of the security and the material terms of any Mono-line Insurance or Keep well Agreement between the issuer and the guarantor. Details must also be disclosed of any guarantor’s power of veto in relation to changes to the security holder’s rights, such as is often found in Mono-line Insurance. | |
| SECTION 3 | INFORMATION TO BE DISCLOSED ABOUT THE GUARANTOR |
| The guarantor must disclose information about itself as if it were the issuer of that same type of security that is the subject of the guarantee. | |
| SECTION 4 | DOCUMENTS AVAILABLE |
| Indication of the website where the public may have access to the material contracts and other documents relating to the guarantee. |
| SECTION 1 | INFORMATION TO BE PROVIDED REGARDING CONSENT BY THE ISSUER OR PERSON RESPONSIBLE FOR DRAWING UP THE PROSPECTUS | |
| Item 1.1 | Express consent by the issuer or person responsible for drawing up the prospectus to the use of the prospectus and a statement that such person accepts responsibility for the content of the prospectus also with respect to the subsequent resale or final placement of securities by any financial intermediary which was given consent to use the prospectus. | Category A |
| Item 1.2 | Indication of the period for which consent to use the prospectus is given. | Category A |
| Item 1.3 | Indication of the offer period upon which subsequent resale or final placement of the securities by financial intermediaries can be made. | Category C |
| Item 1.4 | Indication of the Member States in which the financial intermediaries may use the prospectus for subsequent resale or final placement of the securities. | Category A |
| Item 1.5 | Any other clear and objective conditions attached to the consent which are relevant for the use of the prospectus. | Category C |
| Item 1.6 | Notice in bold informing investors that, in the event of an offer being made by a financial intermediary, the financial intermediary will provide information to investors on the terms and conditions of the offer at the time the offer is made. | Category A |
| SECTION 2A | ADDITIONAL INFORMATION TO BE PROVIDED WHERE CONSENT IS GIVEN TO ONE OR MORE SPECIFIED FINANCIAL INTERMEDIARIES | |
| Item 2A.1 | List and identify (name and address) the financial intermediary or intermediaries that are allowed to use the prospectus. | Category C |
| Item 2A.2 | Indication of how any new information with respect to the financial intermediaries, unknown at the time of the approval of the prospectus, the base prospectus or the filing of the final terms, as the case may be, is to be published and where it can be found. | Category A |
| SECTION 2B | ADDITIONAL INFORMATION TO BE PROVIDED WHERE CONSENT IS GIVEN TO ALL FINANCIAL INTERMEDIARIES | |
| Item 2B.1 | Notice in bold informing investors that any financial intermediary using the prospectus has to state on its website that it uses the prospectus in accordance with the consent and the conditions attached thereto. | Category A |
| SECTION 1 | INTRODUCTION |
| Item 1.1 | Name and international securities identification number ("ISIN") of the securities. |
| Item 1.2 | Identity and contact details of the issuer, including its legal entity identifier ("LEI"). |
| Item 1.3 | Identity and contact details of the competent authority that approved the prospectus and, where different, the competent authority that approved the registration document. |
| Item 1.4 | Date of approval of the EU Growth prospectus. |
| Item 1.5 | Warnings |
| Item 1.5.1 |
|
| SECTION 2 | KEY INFORMATION ON THE ISSUER |
| Item 2.1 | Who is the issuer of the securities? |
| Item 2.1.1 |
|
| Item 2.2 | What is the key financial information regarding the issuer? |
| Item 2.2.1 |
|
| Item 2.3 | What are the key risks that are specific to the issuer? |
| Item 2.3.1 | A brief description of the most material risk factors specific to the issuer contained in the EU Growth prospectus, while not exceeding the total number of risk factors set out in Article 33(8) of this Regulation. |
| SECTION 3 | KEY INFORMATION ON THE SECURITIES |
| Item 3.1 | What are the main features of the securities? |
| Item 3.1.1 |
|
| Item 3.2 | Where will the securities be traded? |
| Item 3.2.1 | Where applicable, information as to whether the securities are or will be the subject to an application for admission to trading on an MTF or an SME Growth market, the identity of all the markets where the securities are or are to be traded and the details of the admission to trading on an MTF or an SME Growth market. |
| Item 3.3 |
|
| Item 3.4 | What are the key risks that are specific to the securities? |
| Item 3.4.1 | A brief description of the most material risk factors specific to the securities contained in the EU Growth prospectus, while not exceeding the total number of risk factors set out in Article 33(8) of this Regulation. |
| SECTION 4 | KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC |
| Item 4.1 | |
| Item 4.2 | Why is this EU Growth prospectus being produced? |
| Item 4.2.1 |
|
| Item 4.3 | Who is the offeror and/or the person asking for admission to trading? |
| Item 4.3.1 | If different from the issuer, a brief description of the offeror of the securities and/or the person asking for admission to trading on an MTF or an SME Growth Market, including its domicile and legal form, the law under which it operates and its country of incorporation. |
| SECTION 1 | |
| Item 1.1 | Identify all persons responsible for the information or any parts of it, given in the registration document with, in the latter case, an indication of such parts. In the case of natural persons, including members of the issuer’s administrative, management or supervisory bodies, indicate the name and function of the person; in the case of legal persons indicate the name and registered office. |
| Item 1.2 | |
| Item 1.3 |
|
| Item 1.4 | Where information has been sourced from a third party, provide a confirmation that this information has been accurately reproduced and that as far as the issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. In addition, identify the source(s) of the information. |
| Item 1.5 |
|
| SECTION 2 | |
| Item 2.1 |
|
| Item 2.1.1 | Information on the material changes in the issuer’s borrowing and funding structure since the end of the last financial period for which information has been provided in the registration document. Where the registration document contains interim financial information, this information may be provided since the end of the last interim period for which financial information has been included in the registration document; |
| Item 2.1.2 | A description of the expected financing of the issuer’s activities |
| Item 2.2 | Business overview |
| Item 2.2.1 | |
| Item 2.2.2 |
|
| Item 2.2.3 | |
| Item 2.3 | Organisational structure |
| Item 2.3.1 | |
| Item 2.3.2 | If the issuer is dependent upon other entities within the group this must be clearly stated together with an explanation of this dependence. |
| Item 2.4 | Investments |
| Item 2.4.1 | To the extent not covered elsewhere in the registration document a description, (including the amount) of the issuer’s material investments from the end of the period covered by the historical financial information included in the prospectus up to the date of the registration document. |
| Item 2.4.2 | A description of any material investments of the issuer’s that are in progress or for which firm commitments have already been made, including, if material to the issuer’s business, the method of financing (internal or external). |
| Item 2.5 | Operating and financial review (to be provided by equity issuers with market capitalisation above EUR |
| Item 2.5.1 |
|
| Item 2.6 | Trend information |
| Item 2.6.1 | A description of the most significant recent trends in production, sales, inventory, costs and selling prices since the end of the last financial year to the date of the registration document. |
| Item 2.7 | Profit forecasts or estimates |
| Item 2.7.1 | |
| Item 2.7.2 |
|
| Item 2.7.3 |
|
| SECTION 3 | |
| Item 3.1 | |
| SECTION 4 | |
| Item 4.1 | Administrative, management, and supervisory bodies and senior management |
| Item 4.1.1 |
|
| Item 4.1.2 |
|
| Item 4.2 | |
| Item 4.2.1 | 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 is not otherwise publicly disclosed by the issuer. |
| Item 4.2.2 | The total amounts set aside or accrued by the issuer or its subsidiaries to provide pension, retirement or similar benefits. |
| Item 4.3 | |
| SECTION 5 | |
| Item 5.1 | Historical financial information |
| Item 5.1.1 | Audited historical financial information covering the latest two financial years (or such shorter period as the issuer has been in operation) and the audit report in respect of each year. |
| Item 5.1.2 | |
| Item 5.1.3 |
|
| Item 5.1.4 | |
| Item 5.1.5 |
|
| Item 5.1.6 | |
| Item 5.1.7 |
|
| Item 5.2 | Interim and other financial information |
| Item 5.2.1 | |
| Item 5.3 | Auditing of annual financial information |
| Item 5.3.1 | |
| Item 5.3.1a | Where audit reports on the historical financial information have been refused by the statutory auditors or where they contain qualifications, modifications of opinion, disclaimers or an emphasis of matter, the reason must be given, and such qualifications, modifications, disclaimers or emphasis of matter must be reproduced in full. |
| Item 5.3.2 | Indication of other information in the registration document, which has been audited by the auditors. |
| Item 5.3.3 | Where financial information in the registration document is not extracted from the issuer’s audited financial statements state the source of the information and state that the information is not audited. |
| Item 5.4 | Key Performance Indicators (KPIs) |
| Item 5.4.1 | |
| Item 5.5 | |
| Item 5.6 | |
| Item 5.7 | |
| SECTION 6 | |
| Item 6.1 | Major shareholders |
| Item 6.1.1 | In so far as known to the issuer, the name of any person who, directly or indirectly, has an interest in the issuer’s capital or voting rights which is equal or above 5 % of capital or total voting rights, together with the amount of each such person’s interest, as at the date of the registration document or, if there are no such persons, an appropriate negative statement. |
| Item 6.1.2 | Whether the issuer’s major shareholders have different voting rights, or an appropriate negative statement. |
| Item 6.1.3 | To the extent known to the issuer, state whether the issuer is directly or indirectly owned or controlled and by whom and describe the nature of such control and describe the measures in place to ensure that such control is not abused. |
| Item 6.1.4 | A description of any arrangements, known to the issuer, the operation of which may at a subsequent date result in or prevent a change in control of the issuer. |
| Item 6.2 | Legal and arbitration proceedings |
| Item 6.2.1 | Information on any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the issuer is aware), during a period covering at least the previous 12 months which may have, or have had in the recent past significant effects on the issuer and/or group’s financial position or profitability, or provide an appropriate negative statement. |
| Item 6.3 | Administrative, Management and Supervisory bodies’ and Senior Management’s conflicts of interests |
| Item 6.3.1 | |
| Item 6.4 | Related party transactions |
| Item 6.4.1 |
|
| Item 6.5 | Share capital |
| Item 6.5.1 | The following information in items 6.5.2 to 6.5.7 in the annual financial statements as of the date of the most recent balance sheet: |
| Item 6.5.2 |
|
| Item 6.5.3 | If there are shares not representing capital, state the number and main characteristics of such shares. |
| Item 6.5.4 | 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. |
| Item 6.5.5 | 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. |
| Item 6.5.6 | Information about and terms of any acquisition rights and or obligations over authorised but unissued capital or an undertaking to increase the capital. |
| Item 6.5.7 | 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. |
| Item 6.6 | Memorandum and Articles of Association |
| Item 6.6.1 | A brief description of any provision of the issuer’s articles of association, statutes, charter or bylaws that would have an effect of delaying, deferring or preventing a change in control of the issuer. |
| Item 6.7 | Material contracts |
| Item 6.7.1 | A brief summary of any material contracts, other than contracts entered into in the ordinary course of business, to which the issuer or any member of the group is a party, for the last year immediately preceding publication of the registration document. |
| SECTION 7 | DOCUMENTS AVAILABLE |
| Item 7.1 |
|
| SECTION 1 | |
| Item 1.1 | Identify all persons responsible for the information or any parts of it, given in the registration document with, in the latter case, an indication of such parts. In the case of natural persons, including members of the issuer’s administrative, management or supervisory bodies, indicate the name and function of the person; in the case of legal persons indicate the name and registered office. |
| Item 1.2 | |
| Item 1.3 |
|
| Item 1.4 | Where information has been sourced from a third party, provide a confirmation that this information has been accurately reproduced and that as far as the issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. In addition, identify the source(s) of the information. |
| Item 1.5 |
|
| SECTION 2 | |
| Item 2.1 |
|
| Item 2.1.1 | Information on the material changes in the issuer’s borrowing and funding structure since the end of the last financial period for which information has been provided in the registration document. Where the registration document contains interim financial information, this information may be provided since the end of the last interim period for which financial information has been included in the registration document; |
| Item 2.1.2 | A description of the expected financing of the issuer’s activities |
| Item 2.2 | Business overview |
| Item 2.2.1 |
|
| Item 2.2.2 | |
| Item 2.3 | Organisational structure |
| Item 2.3.1 | |
| Item 2.3.2 | If the issuer is dependent upon other entities within the group this must be clearly stated together with an explanation of this dependence. |
| Item 2.4 | Trend information |
| Item 2.4.1 |
|
| Item 2.5 | Profit forecasts or estimates |
| Item 2.5.1 |
|
| Item 2.5.2 |
|
| SECTION 3 | |
| Item 3.1 | |
| SECTION 4 | |
| Item 4.1 | Administrative, management, and supervisory bodies and senior management |
| Item 4.1.1 |
|
| SECTION 5 | |
| Item 5.1 | Historical financial information |
| Item 5.1.1 | Audited historical financial information covering the last financial year (or such shorter period as the issuer has been in operation) and the audit report in respect of that year. |
| Item 5.1.2 | |
| Item 5.1.3 |
|
| Item 5.1.4 | |
| Item 5.1.5 |
|
| Item 5.1.6 | |
| Item 5.1.7 | |
| Item 5.2 | Interim and other financial information |
| Item 5.2.1 | |
| Item 5.3 | Auditing of historical annual financial information |
| Item 5.3.1 | |
| Item 5.3.1a | Where audit reports on the historical financial information have been refused by the statutory auditors or where they contain qualifications, modifications of opinion, disclaimers or an emphasis of matter |
| Item 5.3.2 | Indication of other information in the registration document, which has been audited by the auditors. |
| Item 5.3.3 | Where financial information in the registration document is not extracted from the issuer’s audited financial statements state the source of the information and state that the information is not audited. |
| Item 5.4 | Key Performance Indicators ("KPIs") |
| Item 5.4.1 | |
| Item 5.5 | |
| SECTION 6 | |
| Item 6.1 | Major shareholders |
| Item 6.1.1 | To the extent known to the issuer, state whether the issuer is directly or indirectly owned or controlled and by whom and describe the nature of such control and describe the measures in place to ensure that such control is not abused. |
| Item 6.1.2 | A description of any arrangements, known to the issuer, the operation of which may at a subsequent date result in or prevent a change in control of the issuer. |
| Item 6.2 | Legal and arbitration proceedings |
| Item 6.2.1 | Information on any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the issuer is aware), during a period covering at least the previous 12 months which may have, or have had in the recent past significant effects on the issuer and/or group’s financial position or profitability, or provide an appropriate negative statement. |
| Item 6.3 | Administrative, Management and Supervisory bodies’ and Senior Management’s conflicts of interests |
| Item 6.3.1 | Potential conflicts of interests between any duties to the issuer, of the persons referred to in item 4.1.1., and their private interests and or other duties must be clearly stated. In the event that there are no such conflicts of interest, a statement to that effect must be made. |
| Item 6.4 | Material contracts |
| Item 6.4.1 | A brief summary of any material contract that are not entered into in the ordinary course of the issuer’s business which could result in any group member being under an obligation or entitlement that is material to the issuer’s ability to meet its obligations to security holders in respect of the securities being issued. |
| SECTION 7 | DOCUMENTS AVAILABLE |
| Item 7.1 |
|
| SECTION 1 | |
| Item 1.1 | Identify all persons responsible for the information or any parts of it, given in the securities note with, in the latter case, an indication of such parts. In the case of natural persons, including members of the issuer’s administrative, management or supervisory bodies, indicate the name and function of the person; in the case of legal persons indicate the name and registered office. |
| Item 1.2 | |
| Item 1.3 |
|
| Item 1.4 | Where information has been sourced from a third party, provide a confirmation that this information has been accurately reproduced and that as far as the issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. In addition, identify the source(s) of the information. |
| Item 1.5 |
|
| Item 1.6 | |
| Item 1.7 | Reasons for the offer, use of proceeds and expenses of the issue/offer |
| Item 1.7.1 | Reasons for the offer and, where applicable, the estimated net amount of the proceeds broken into each principal intended use and presented in order of priority of such uses. If the issuer is aware that the anticipated proceeds will not be sufficient to fund all the proposed uses, then state the amount and sources of other funds needed. Details must also be given with regard to the use of the proceeds, in particular when they are being used to acquire assets, other than in the ordinary course of business, to finance announced acquisitions of other business, or to discharge, reduce or retire indebtedness. The total net proceeds and an estimate of the total expenses of the issue/offer. |
| Item 1.7.2 | An explanation about how the proceeds from this offer align with the business strategy and strategic objectives described in the registration document. |
| Item 1.8 | Additional information |
| Item 1.8.1 | If advisors connected with an issue are referred to in the securities note, a statement of the capacity in which the advisors have acted. |
| Item 1.8.2 | 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. |
| SECTION 2 | |
| SECTION 3 | |
| Item 3.1 | |
| SECTION 4 | |
| Item 4.1 | Information concerning the securities to be offered. |
| Item 4.1.1 | A description of the type and the class of the securities being offered, including the international security identification number ("ISIN"). |
| Item 4.1.2 | Legislation under which the securities have been created. |
| Item 4.1.3 | |
| Item 4.1.4 | Currency of the securities issue. |
| Item 4.1.5 |
|
| Item 4.1.6 | In the case of new issues a statement of the resolutions, authorisations and approvals by virtue of which the securities have been or will be created and/or issued. |
| Item 4.1.7 | The issue date (for non-equity securities) or in the case of new issues the expected issue date of the securities. |
| Item 4.1.8 | A description of any restrictions on the transferability of the securities. |
| Item 4.1.9 | |
| Item 4.1.10 | If different from the issuer, the identity and contact details of the offeror of the securities and/or the person asking for admission to trading, including the legal entity identifier ("LEI") where the offeror has legal personality. |
| Item 4.1.11 |
|
| Item 4.1.12 | Where applicable, the potential impact on the investment in the event of resolution under Directive 2014/59/EU. |
| Item 4.2 | In the case of issuance of shares with warrants, the information referred to in Article 20(2). |
| SECTION 5 | |
| Item 5.1 | |
| Item 5.1.1 | Conditions to which the offer is subject. |
| Item 5.1.2 | |
| Item 5.1.3 | The time period, including any possible amendments, during which the offer will be open and description of the application process. |
| Item 5.1.4 | An indication of when, and under which circumstances, the offer may be revoked or suspended and whether revocation can occur after dealing has begun. |
| Item 5.1.5 | A description of any possibility to reduce subscriptions and the manner for refunding amounts paid in excess by applicants. |
| Item 5.1.6 | Details of the minimum and/or maximum amount of application (whether in number of securities or aggregate amount to invest). |
| Item 5.1.7 | An indication of the period during which an application may be withdrawn, provided that investors are allowed to withdraw their subscription. |
| Item 5.1.8 | Method and time limits for paying up the securities and for delivery of the securities. |
| Item 5.1.9 | A full description of the manner and date in which results of the offer are to be made public. |
| Item 5.1.10 | The procedure for the exercise of any right of pre-emption, the negotiability of subscription rights and the treatment of subscription rights not exercised. |
| Item 5.2 | Plan of distribution and allotment |
| Item 5.2.1 | |
| Item 5.2.2 | To the extent known to the issuer, an indication of whether major shareholders or members of the issuer’s management, supervisory or administrative bodies intended to subscribe in the offer, or whether any person intends to subscribe for more than five per cent of the offer. |
| Item 5.2.3 |
|
| Item 5.3 | Process for notifying applicants of the amount allotted and an indication whether dealing may begin before notification is made. |
| Item 5.4 | Pricing |
| Item 5.4.1 | An indication of the price at which the securities will be offered and the amount of any expenses and taxes charged to the subscriber or purchaser. |
| Item 5.4.2 |
|
| Item 5.4.3 | |
| Item 5.5 | Placing and Underwriting |
| Item 5.5.1 | Name and address of the coordinator(s) of the global offer and of single parts of the offer and, to the extent known to the issuer or to the offeror, of the placers in the various countries where the offer takes place. |
| Item 5.5.2 | Name and address of any paying agents and depository agents in each country. |
| Item 5.5.3 | Name and address of the entities agreeing to underwrite the issue on a firm commitment basis, and name and address of the entities agreeing to place the issue without a firm commitment or under "best efforts" arrangements. Indication of the material features of the agreements, including the quotas. Where not all of the issue is underwritten, a statement of the portion not covered. Indication of the overall amount of the underwriting commission and of the placing commission. |
| Item 5.5.4 | When the underwriting agreement has been or will be reached. |
| Item 5.6 | Admission to trading and dealing arrangements |
| Item 5.6.1 | An indication as to whether the securities offered are or will be the object of an application for admission to trading on an SME growth Market or an MTF, with a view to their distribution in an SME Growth Market or an MTF with an indication of the markets in question. This circumstance must be set out, without creating the impression that the admission to trading will necessarily be approved. If known, the earliest dates on which the securities will be admitted to trading. |
| Item 5.6.2 | All the SME growth markets or MTFs on which, to the knowledge of the issuer, securities of the same class of the securities to be offered tor admitted to trading are already admitted to trading. |
| Item 5.6.3 | If simultaneously or almost simultaneously with the creation of the securities for which admission on an SME growth Market or MTF is being sought or which are offered to the public, securities of the same class are subscribed for or placed privately or if securities of other classes are created for public or private placing, give details of the nature of such operations and of the number and characteristics of the securities to which they relate. |
| Item 5.6.4 | In case of an admission to trading on an SME growth market or an MTF, details of the entities which have a firm commitment to act as intermediaries in secondary trading, providing liquidity through bid and offer rates and description of the main terms of their commitment. |
| Item 5.6.5 | Details of stabilisation in line with items 5.6.5.1 to 5.6.5.6 in the case of an admission to trading on an SME growth market or an MTF, where an issuer or a selling shareholder has granted an over-allotment option or it is otherwise proposed that price stabilising activities may be entered into in connection with an offer: |
| Item 5.6.5.1 | The fact that stabilisation may be undertaken, that there is no assurance that it will be undertaken and that it may be stopped at any time; |
| Item 5.6.5.2 | The fact that stabilisation transactions aim at supporting the market price of the securities during the stabilisation period; |
| Item 5.6.5.3 | The beginning and the end of the period during which stabilisation may occur; |
| Item 5.6.5.4 | The identity of the stabilisation manager for each relevant jurisdiction unless this is not known at the time of publication; |
| Item 5.6.5.5 | The fact that stabilisation transactions may result in a market price that is higher than would otherwise prevail; and |
| Item 5.6.5.6 | The place where the stabilisation may be undertaken including, where relevant, the name of the trading venue(s). |
| Item 5.6.6 |
|
| Item 5.7 | Selling securities holders |
| Item 5.7.1 | Name and business address of the person or entity offering to sell the securities, the nature of any position office or other material relationship that the selling persons has had within the past three years with the issuer or any of its predecessors or affiliates. |
| Item 5.7.2 | The number and class of securities being offered by each of the selling security holders. |
| Item 5.7.3 |
|
| Item 5.8 | Dilution |
| Item 5.8.1 | A comparison of participation in share capital and voting rights for existing shareholders before and after the capital increase resulting from the public offer, with the assumption that existing shareholders do not subscribe for the new shares. |
| Item 5.8.2 | Where existing shareholders will be diluted regardless of whether they subscribe for their entitlement, because a part of the relevant share issue is reserved only for certain investors (e.g. an institutional placing coupled with an offer to shareholders), an indication of the dilution existing shareholders will experience should also be presented on the basis that they do take up their entitlement (in addition to the situation in item 5.8.1 where they do not). |
| SECTION 6 | UNDERLYING SHARE INFORMATION (WHERE APPLICABLE) |
| Item 6.1 | Where applicable, the information referred to in Annex 18. |
| SECTION 7 | CONSENT INFORMATION (WHERE APPLICABLE) |
| Item 7.1 |
|
| SECTION 1 | ||
| Item 1.1 | Identify all persons responsible for the information or any parts of it, given in the securities note with, in the latter case, an indication of such parts. In the case of natural persons, including members of the issuer’s administrative, management or supervisory bodies, indicate the name and function of the person; in the case of legal persons indicate the name and registered office. | Category A |
| Item 1.2 | Category A | |
| Item 1.3 |
| Category A |
| Item 1.4 | Where information has been sourced from a third party, provide a confirmation that this information has been accurately reproduced and that as far as the issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. In addition, identify the source(s) of the information. | Category C |
| Item 1.5 |
| Category A |
| Item 1.6 | Category C | |
| Item 1.7 | Category C | |
| Item 1.8 | Additional information | |
| Item 1.8.1 | If advisors connected with an issue are referred to in the securities note, a statement of the capacity in which the advisors have acted. | Category C |
| Item 1.8.2 | An indication of other information in the securities note which has been audited or reviewed by statutory auditors and where auditors have produced a report. Reproduction of the report or, with permission of the competent authority, a summary of the report. | Category A |
| Item 1.8.3 | Credit ratings assigned to the securities at the request or with the cooperation of the issuer in the rating process. A brief explanation of the meaning of the ratings if this has previously been published by the rating provider. | Category C |
| Item 1.8.4 | Where the summary is substituted in part with the information set out in points (c) to (i) of paragraph 3 of Article 8 of Regulation (EU) No 1286/2014, all such information to the extent it is not already disclosed elsewhere in the securities note | Category C |
| SECTION 2 | ||
| Item 2.1 |
| Category A |
| SECTION 3 | TERMS AND CONDITIONS OF THE SECURITIES | |
| Item 3.1 | Information concerning the securities to be offered | |
| Item 3.1.1 | A description of the type and the class of the securities being offered. | Category A |
| The international security identification number ("ISIN") of the securities being offered. | Category C | |
| Item 3.1.2 | Legislation under which the securities have been created. | Category A |
| Item 3.1.3 | An indication whether the securities are in registered form or bearer form and whether the securities are in certificated form or book-entry form. | Category A |
| In the case of book-entry form, the name and address of the entity in charge of keeping the records. | Category C | |
| Item 3.1.4 | Currency of the securities issue. | Category C |
| Item 3.1.5 | The relative seniority of the securities in the issuer’s capital structure in the event of insolvency, including, where applicable, information on the level of subordination of the securities and the potential impact on the investment in the event of a resolution under Directive 2014/59/EU. | Category A |
| Item 3.1.6 | 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 |
| Item 3.1.7 | 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 | ||
| Item 3.1.8 | Category C | |
| Category B | ||
| Item 3.1.9 | Category C | |
| Category B | ||
| Item 3.1.10 | Representation of non-equity security holders including an identification of the organisation representing the investors and provisions applying to such representation. Indication of the website where the public may have free access to the contracts relating to these forms of representation. | Category B |
| Item 3.1.11 | 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 |
| Item 3.1.12 | The issue date or in the case of new issues, the expected issue date of the securities. | Category C |
| Item 3.1.13 | A description of any restrictions on the transferability of the securities. | Category A |
| Item 3.1.14 | Category A | |
| Item 3.1.15 | If different from the issuer, the identity and contact details of the offeror of the securities and/or the person asking for admission to trading, including the legal entity identifier ("LEI") where the offeror has legal personality. | Category C |
| Item 3.1.16 | Where applicable, the potential impact on the investment in the event of resolution under Directive 2014/59/EU. | |
| Item 3.1.17 | ||
| Item 3.2 |
| |
| SECTION 4 | ||
| Item 4.1 | ||
| Item 4.1.1 | Conditions to which the offer is subject | Category C |
| Item 4.1.2 | Category C | |
| Item 4.1.3 | The time period, including any possible amendments, during which the offer will be open and description of the application process. | Category C |
| Item 4.1.4 | A description of any possibility to reduce subscriptions and the manner for refunding amounts paid in excess by applicants. | Category C |
| Item 4.1.5 | Details of the minimum and/or maximum amount of application (whether in number of securities or aggregate amount to invest). | Category C |
| Item 4.1.6 | Method and time limits for paying up the securities and for delivery of the securities. | Category C |
| Item 4.1.7 | A full description of the manner and date in which results of the offer are to be made public. | Category C |
| Item 4.1.8 | 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 |
| Item 4.2 | Plan of distribution and allotment | |
| Item 4.2.1 | Category C | |
| Item 4.3 | Process for notifying applicants of the amount allotted and an indication whether dealing may begin before notification is made. | Category C |
| Item 4.4 | Pricing | |
| Item 4.4.1 | An indication of the expected price at which the securities will be offered; | Category C |
| Item 4.4.2 | In the alternative to item 4.4.1, a description of the method of for determining the price, pursuant to Article 17 of Regulation (EU) 2017/1129 and the process for its disclosure. | Category B |
| Item 4.4.3 | Indicate the amount of any expenses and taxes charged to the subscriber or purchaser. Where the issuer is subject to Regulation (EU) No 1286/2014 and/or Directive 2014/65/EU, and to the extent that they are known, include those expenses contained in the price. | Category C |
| Item 4.5 | Placing and underwriting | |
| Item 4.5.1 | Name and address of the coordinator(s) of the global offer and of single parts of the offer and, to the extent known to the issuer or to the offeror, of the placers in the various countries where the offer takes place. | Category C |
| Item 4.5.2 | Name and address of any paying agents and depository agents in each country. | Category C |
| Item 4.5.3 | Name and address of the entities agreeing to underwrite the issue on a firm commitment basis, and name and address of the entities agreeing to place the issue without a firm commitment or under "best efforts" arrangements. Indication of the material features of the agreements, including the quotas. Where not all of the issue is underwritten, a statement of the portion not covered. Indication of the overall amount of the underwriting commission and of the placing commission. | Category C |
| Item 4.5.4 | When the underwriting agreement has been or will be reached. | Category C |
| Item 4.6 | Admission to trading and dealing arrangements | |
| Item 4.6.1 | An indication as to whether the securities offered are or will be the object of an application for admission to trading on an SME growth Market or an MTF, with a view to their distribution in an SME Growth Market or an MTF with an indication of the markets in question. This circumstance must be set out, without creating the impression that the admission to trading will necessarily be approved. If known, the earliest dates on which the securities will be admitted to trading. | Category B |
| Item 4.6.2 | All the SME growth Markets or MTFs on which, to the knowledge of the issuer, securities of the same class of the securities to be offered tor admitted to trading are already admitted to trading. | Category C |
| Item 4.6.3 | In the case of an admission to trading on an SME growth market or an MTF, details of the entities which have a firm commitment to act as intermediaries in secondary trading, providing liquidity through bid and offer rates and description of the main terms of their commitment. | Category C |
| Item 4.6.4 | The issue price of the securities | Category C |
| SECTION 5 | GUARANTOR INFORMATION (IF APPLICABLE) | |
| Item 5.1 | In the case of a guarantee attached to the securities, the information that is required in Annex 21. | |
| SECTION 6 | UNDERLYING SHARE INFORMATION (WHERE APPLICABLE) | |
| Item 6.1 |
| |
| SECTION 7 | CONSENT INFORMATION (WHERE APPLICABLE) | |
| Item 7.1 |
| |
1. Example(s) relating to complex derivative securities to explain how the value of the investment is affected by the value of the underlying and the nature of those securities. 2. Additional provisions, not required by the relevant securities note annex, which relate to the underlying. 3. Country(ies) where the offer((s) to the public takes place. 4. Country(ies) where admission to trading on the regulated market(s) is being sought. 5. Country(ies) where the relevant base prospectus has been notified. 6. ECB eligibility. 7. Series number. 8. Tranche number.
(a) Property companies; (b) Mineral companies; (c) Investment companies; (d) Scientific research based companies; (e) Start-up companies; (f) Shipping companies.