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Annex XVII - Minimum disclosure requirements for the registration document for securities issued by public international bodies and for debt securities guaranteed by a Member State of the OECD (schedule)

Annex XVII
Minimum disclosure requirements for the registration document for securities issued by public international bodies and for debt securities guaranteed by a Member State of the OECD (schedule)

1. PERSONS RESPONSIBLE

1.1.

All persons responsible for the information given in the registration document and, as the case may be, for certain parts of it, with, in the latter case, an indication of such parts. In the case of natural persons including members of the issuer’s administrative, management or supervisory bodies indicate the name and function of the person; in case of legal persons indicate the name and registered office.

1.2.

A declaration by those responsible for the registration document, that, having taken all reasonable care to ensure that such is the case, the information contained in the registration document is, to the best of their knowledge, in accordance with the facts and contains no omission likely to materially affect its import. As the case may be, declaration by those responsible for certain parts of the registration document that, having taken all reasonable care to ensure that such is the case the information contained in the part of the registration document for which they are responsible is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import.

2. RISK FACTORS

Prominent disclosure of risk factors that may affect the issuer’s ability to fulfil its obligations under the securities to investors in a section headed ‘Risk factors’.

3. INFORMATION ABOUT THE ISSUER

3.1.

The legal name of the issuer and a brief description of the issuer’s legal status.

3.2.

The location of the principal office and the legal form of the issuer and its contact address and telephone number.

3.3.

Details of the governing body of the issuer and a description of its governance arrangements, if any.

3.4.

A brief description of the issuer’s purpose and functions.

3.5.

The sources of funding, guarantees and other obligations owed to the issuer by its members.

3.6.

Any recent events relevant to the evaluation of the issuer’s solvency.

3.7.

A list of the issuer’s members.

4. FINANCIAL INFORMATION

4.1.

The two most recently published audited annual financial statements prepared in accordance with the accounting and auditing principles adopted by the issuer, and a brief description of those accounting and auditing principles. Details of any significant changes to the issuer’s financial position which has occurred since the end of the latest published audited annual financial statement, or an appropriate negative statement.

5. LEGAL AND ARBITRATION PROCEEDINGS

5.1.

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 are likely to have, or have had in the recent past, significant effects on the issuer’s financial position, or provide an appropriate negative statement.

5.2.

Information on any immunity the issuer may have from legal proceedings pursuant to its constituent document.

6. STATEMENT BY EXPERTS AND DECLARATION OF ANY INTERESTS

Where a statement or report attributed to a person as an expert is included in the registration document, provide such person’s name, business address and qualifications. If the report has been produced at the issuer’s request a statement to that effect, that such statement or report is included, in the form and context in which it is included, with the consent of that person.

To the extent known to the issuer, provide information in respect of any conflict of interests relating to such expert which may have an effect on the independence of the expert in the preparation of the report.

7. DOCUMENT ON DISPLAY

A statement that for the life of the registration document the following documents (or copies thereof), where applicable, will be made available on request:

(a) annual and audit reports of the issuer for each of the last two financial years prepared in accordance with the accounting and auditing principles adopted by the issuer;

(b) all reports, letters, and other documents, valuations and statements prepared by any expert at the issuer’s request any part of which is included or referred to in the registration document;

(c) the issuer’s constituent document.

An indication of where the documents on display may be inspected, by physical or electronic means.

Official text · consolidated version 24/03/2016 (in force) Open full page ↗
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