ANNEX II
ANNEX 1
REGISTRATION DOCUMENT FOR EQUITY SECURITIES
SECTION 1 | RISK FACTORS |
Item 1.1 | A description of the material risks that are specific to the issuer, in a limited number of categories, in a section headed “Risk Factors”. In each category, the most material risks, in the assessment by the issuer, offeror or person asking for admission to trading on a regulated market, taking into account the negative impact on the issuer and the probability of their occurrence shall be listed in an order which is consistent with that assessment. The risks shall be corroborated by the content of the registration document. |
SECTION 2 | PERSONS RESPONSIBLE, THIRD PARTY INFORMATION, EXPERTS’ REPORTS AND COMPETENT AUTHORITY APPROVAL |
Item 2.1 | 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 2.2 | A declaration by the persons responsible for the registration document that, to the best of their knowledge, the information contained in the registration document is in accordance with the facts and that the registration document makes no omission likely to affect its import. Where applicable, a declaration by the persons responsible for certain parts of the registration document that, to the best of their knowledge, the information contained in those parts of the registration document for which those persons are responsible is in accordance with the facts and that those parts of the registration document make no omission likely to affect their import. |
Item 2.3 | Where a statement or report attributed to a person as an expert is included in the registration document, provide the following details for that person: Where the statement or report has been produced at the issuer’s request, state that such statement or report has been included in the registration document with the consent of the person who has authorised the contents of that part of the registration document for the purpose of the prospectus / EU IPO prospectus. name; business address; qualifications; material interest, where any, in the issuer. |
Item 2.4 | Where information has been sourced from a third party, confirm that that 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 2.5 | A statement that: the [name of the competent authority], as competent authority under Regulation (EU) 2017/1129, has approved the [registration document / prospectus / EU IPO prospectus]; the [name of competent authority] only has approved this [registration document / prospectus / EU IPO prospectus] as meeting the standards of completeness, comprehensibility and consistency imposed by Regulation (EU) 2017/1129; such approval is not to be considered as an endorsement of the issuer that is the subject of this [registration document / prospectus / EU IPO prospectus]; where applicable, specify that this registration document is part of an EU IPO prospectus, as referred to in Article 1(f) of this Regulation, drawn up in accordance with Article 6 of Regulation (EU) 2017/1129. |
SECTION 3 | STRATEGY, PERFORMANCE AND BUSINESS ENVIRONMENT |
Item 3.1 | Information about the issuer: the legal and commercial name of the issuer; the place of registration of the issuer, its registration number and legal entity identifier (“LEI”); the date of incorporation and the length of life of the issuer, except where the period is indefinite; the domicile and legal form of the issuer, the legislation under which the issuer operates, the country of incorporation of the issuer, its address, the telephone number of its registered office (or principal place of business where different from its registered office) and the website of the issuer, where any, with a disclaimer that the information on the website does not form part of the prospectus / EU IPO prospectus unless that information is incorporated by reference into the prospectus / EU IPO prospectus. |
Item 3.1.1 | 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 3.1.2 | Information regarding the anticipated sources of funds needed to fulfil commitments referred to in item 3.4.2. |
Item 3.2 | Business overview |
Item 3.2.1 | Strategy and objectives A description of the issuer’s business strategy and strategic objectives (both financial and non-financial, where any). This description shall take into account the issuer’s future challenges and prospects. Where relevant the description shall take into account the regulatory environment in which the issuer operates. |
Item 3.2.2 | Principal Activities A description of the issuer’s principal activities, including: the main categories of products sold and/or services performed; an indication of any significant new products, services or activities that have been introduced since the publication of the latest audited financial statements. |
Item 3.2.3 | Principal Markets A description of the principal markets in which the issuer competes. |
Item 3.3 | Organisational structure |
Item 3.3.1 | Where the issuer is part of a group and where not covered elsewhere in the registration document and to the extent necessary for an understanding of the issuer’s business as a whole, a diagram of the organisational structure. At the choice of the issuer, such diagram may be replaced, or accompanied, by a brief description of the group and the issuer’s position within the group, where that helps to clarify the structure. |
Item 3.3.2 | A clear statement that the issuer is dependent upon other entities within the group, where applicable, together with an explanation of that dependence. |
Item 3.4 | Investments |
Item 3.4.1 | 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 / EU IPO prospectus up to the date of the registration document. |
Item 3.4.2 | A description of any material investments of the issuer that are in progress or for which firm commitments have already been made, including, where material to the issuer’s business, the method of financing (internal or external). |
Item 3.5 | Trend information |
Item 3.5.1 | 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. The information may be provided solely on a qualitative basis. Quantitative forecasts are not required. |
Item 3.6 | Profit forecasts or estimates |
Item 3.6.1 | 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. Where a profit forecast or profit estimate has been published and is still outstanding but no longer valid, provide a statement to that effect and explain why such forecast or estimate is no longer valid. Such an invalid forecast or estimate shall not be subject to the requirements in items 3.6.2 and 3.6.3. |
Item 3.6.2 | Where an issuer chooses to include a new profit forecast or a new profit estimate, or a previously published profit forecast or a previously published profit estimate pursuant to item 3.6.1, the profit forecast or estimate shall be clear and unambiguous and contain a statement setting out the principal assumptions upon which the issuer has based its forecast, or estimate. The forecast or estimate shall comply with the following principles: there is a clear distinction between assumptions about factors which the members of the administrative, management or supervisory bodies may influence and assumptions about factors which are exclusively outside the influence of the members of the administrative, management or supervisory bodies; the assumptions are reasonable, readily understandable by investors, specific and precise and do not relate to the general accuracy of the estimates underlying the forecast; in the case of a forecast, the assumptions draw the investor’s attention to those uncertain factors which could materially change the outcome of the forecast. |
Item 3.6.3 | The prospectus / EU IPO prospectus shall include a statement that the profit forecast or estimate has been compiled and prepared on a basis which is both: comparable with the historical financial information; consistent with the issuer’s accounting policies. |
SECTION 4 | MANAGEMENT REPORT, INCLUDING SUSTAINABILITY REPORTING |
Item 4.1 | The purpose of this section is to either incorporate by reference or include the information set out in the management reports and consolidated management reports as referred to in Article 4 of Directive 2004/109/EC, where applicable, and in Chapters 5 and 6 of Directive 2013/34/EU of the European Parliament and of the Council (1), for the periods covered by the historical financial information including, where applicable, the sustainability reporting and related assurance opinion in accordance with Directive 2013/34/EU. |
SECTION 5 | CORPORATE GOVERNANCE |
Item 5.1 | Administrative, management, and supervisory bodies and senior management |
Item 5.1.1 | Names, business addresses and functions within the issuer of the following persons and an indication of the principal activities performed by those persons outside of the issuer where those activities are significant with respect to that issuer: Details of the nature of any family relationship between any of the persons referred to in points (a) to (c). members of the administrative, management and/or supervisory bodies; partners with unlimited liability, in the case of a limited partnership with a share capital; any senior manager who is relevant to establishing that the issuer has the appropriate expertise and experience for the management of the issuer’s business. |
Item 5.1.2 | In the case of each member of the administrative, management or supervisory bodies of the issuer and of each person referred to in item 5.1.1, points (b) and (c), details of that person’s relevant management expertise and experience and the following information: Where there is no such information required to be disclosed, a statement to that effect shall be made. details of any convictions in relation to fraudulent offences for at least the previous five years; details of any official public incrimination and/or sanctions involving such persons by statutory or regulatory authorities (including designated professional bodies) and whether those persons have ever been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of an issuer or from acting in the management or conduct of the affairs of any issuer for at least the previous five years. |
Item 5.2 | Remuneration and benefits To the extent not covered elsewhere in the registration document in relation to the last full financial year for those persons referred to in item 5.1.1, point (a). |
Item 5.2.1 | 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 shall 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 5.2.2 | The total amounts set aside or accrued by the issuer or its subsidiaries to provide pension, retirement or similar benefits. |
Item 5.3 | Shareholdings and stock options With respect to each person referred to in item 5.1.1, points (a) and (c), provide information as to their share ownership and any stock options in the issuer as of the most recent practicable date. |
Item 5.4 | A statement as to whether the issuer complies with the corporate governance regime(s) applicable to the issuer along with an indication of such corporate governance regime(s). |
SECTION 6 | FINANCIAL INFORMATION |
Item 6.1 | Historical financial information |
Item 6.1.1 | 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 6.1.2 | Change of accounting reference date Where the issuer has changed its accounting reference date during the period for which historical financial information is required, the audited historical information shall cover at least 24 months or the entire period for which the issuer has been in operation, whichever is shorter. |
Item 6.1.3 | Accounting Standards The financial information shall be prepared in accordance with the International Financial Reporting Standards as endorsed in the Union based on Regulation (EC) No 1606/2002 of the European Parliament and of the Council (2). Where Regulation (EC) No 1606/2002 is not applicable the financial information shall be prepared in accordance with: a Member State’s national accounting standards for issuers from the EEA, as required by Directive 2013/34/EU; a third country’s national accounting standards equivalent to Regulation (EC) No 1606/2002 for third country issuers. Where such third country’s national accounting standards are not equivalent to Regulation (EC) No 1606/2002, the financial statements shall be restated in accordance with that Regulation. |
Item 6.1.4 | Change of accounting framework The last audited historical financial information, containing comparative information for the previous year, shall be presented and prepared in a form consistent with the accounting standards framework that will be adopted in the issuer’s next published annual financial statements having regard to accounting standards and policies and legislation applicable to such annual financial statements. Changes within the accounting framework applicable to the issuer do not require the audited financial statements to be restated. However, where the issuer intends to adopt a new accounting standards framework in its next published financial statements, at least one complete set of financial statements (as defined by IAS 1 Presentation of Financial Statements / IFRS 18 Presentation and Disclosure in Financial Statements), including comparatives, shall be prepared in a form consistent with that which will be adopted in the issuer’s next published annual financial statements, having regard to accounting standards and policies and legislation applicable to such annual financial statements. |
Item 6.1.5 | Audited financial information that is prepared in accordance with national accounting standards shall contain the following: the balance sheet; the income statement; the cash flow statement; the accounting policies and explanatory notes. |
Item 6.1.6 | Consolidated financial statements Where the issuer prepares both stand-alone and consolidated financial statements, include at least the consolidated financial statements in the registration document. |
Item 6.1.7 | Age of Financial Information The balance sheet date of the last year of audited financial information may not be older than one of the following: Where the registration document contains no interim financial information, the balance sheet date of the last year of audited financial statements may not be older than 16 months from the date of the registration document. 18 months from the date of the registration document where the issuer includes audited interim financial statements in the registration document; 16 months from the date of the registration document where the issuer includes interim financial statements, which are not audited, in the registration document. |
Item 6.2 | Interim and other financial information |
Item 6.2.1 | Where the issuer has published quarterly or half-yearly financial information since the date of its last audited financial statements, that information shall be included in the registration document. Where the quarterly or half-yearly financial information has been audited or reviewed, the audit or review report shall also be included. Where the quarterly or half-yearly financial information is not audited or has not been reviewed, state that fact. A registration document that is dated more than nine months after the date of the last audited financial statements shall contain interim financial information, which may be unaudited (in which case that fact shall be stated) covering at least the first six months of the financial year. Interim financial information shall be prepared in accordance with the requirements of Directive 2013/34/EU or Regulation (EC) No 1606/2002, as the case may be. For issuers not subject to either Directive 2013/34/EU or Regulation (EC) No 1606/2002, the interim financial information shall include comparative statements for the same period in the prior financial year, except that the requirement for comparative balance sheet information may be satisfied by presenting the year’s end balance sheet in accordance with the applicable financial reporting framework. |
Item 6.3 | Auditing of annual financial information |
Item 6.3.1 | The historical annual financial information shall be independently audited. The audit report shall be prepared in accordance with Directive 2006/43/EC of the European Parliament and of the Council (3) and Regulation (EU) No 537/2014 of the European Parliament and of the Council (4). Where Directive 2006/43/EC and Regulation (EU) No 537/2014 do not apply, the historical financial information shall be audited or reported on as to whether or not, for the purposes of the registration document, it gives a true and fair view in accordance with auditing standards applicable in a Member State or an equivalent standard. |
Item 6.3.1a | Where audit reports on the historical financial information have been refused by the statutory auditors or where those reports contain qualifications, modifications of opinion, disclaimers or an emphasis of matter, the reason shall be given, and such qualifications, modifications, disclaimers or emphasis of matter shall be reproduced in full. |
Item 6.3.2 | Indication of other information in the registration document, which has been audited by the auditors. |
Item 6.3.3 | 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 6.4 | Significant change in the issuer’s financial position 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, where that is not the case, a statement to that effect. |
Item 6.5 | Pro forma financial information In the case of a significant gross change, a description of how the transaction might have affected the assets and liabilities and earnings of the issuer, had the transaction been undertaken at the commencement of the period being reported on or at the date reported. This requirement will normally be satisfied by the inclusion of pro forma financial information. This pro forma financial information shall be presented as set out in Annex 20 and shall contain the information indicated therein. Pro forma financial information shall be accompanied by a report prepared by independent accountants or auditors. |
SECTION 7 | SHAREHOLDER AND SECURITY HOLDER INFORMATION |
Item 7.1 | Major shareholders |
Item 7.1.1 | 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, where there are no such persons, a statement to that effect. |
Item 7.1.2 | Whether the issuer’s major shareholders have different voting rights, or, where that is not the case, a statement to that effect. |
Item 7.1.3 | 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 7.1.4 | 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 7.2 | Legal and arbitration proceedings |
Item 7.2.1 | Information on any governmental, legal or arbitration proceedings (including any such proceedings which are pending 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, where that is not the case, a statement to that effect. |
Item 7.3 | Administrative, management and supervisory bodies’ and senior management’s conflicts of interests |
Item 7.3.1 | Potential conflicts of interests between any duties to the issuer, of the persons referred to in item 5.1.1, and their private interests and or other duties shall be clearly stated. Where there are no such conflicts, a statement to that effect shall be made. Any arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any person referred to in item 5.1.1 was selected as a member of the administrative, management or supervisory bodies or member of senior management. Details of any restrictions agreed by the persons referred to in item 5.1.1 on the disposal within a certain period of time of their holdings in the issuer’s securities. |
Item 7.4 | Related party transactions |
Item 7.4.1 | Where the International Financial Reporting Standards adopted in accordance with Regulation (EC) No 1606/2002 do not apply to the issuer, the following information shall be disclosed for the period covered by the historical financial information and up to the date of the registration document: Where the International Financial Reporting Standards adopted in accordance with Regulation (EC) No 1606/2002 apply to the issuer, the information set out in points (a) and (b) shall be disclosed only for transactions that have occurred since the end of the last financial period for which audited financial information have been published. the nature and extent of any related party transactions which are, as a single transaction or in their entirety, material to the issuer. Where such related party transactions are not concluded at arm’s length, explain why those transactions were not concluded at arm’s length. In the case of outstanding loans including guarantees of any kind, indicate the amount outstanding; the amount or the percentage to which related party transactions form part of the turnover of the issuer. |
Item 7.5 | Share capital |
Item 7.5.1 | The information in items 7.5.2 to 7.5.7 in the annual financial statements as of the date of the most recent balance sheet: |
Item 7.5.2 | The amount of issued capital, and for each class of share capital: Where more than 10 % of the capital has been paid for with assets other than cash within the period covered by the annual financial statements, state that fact. the total of the issuer’s authorised share capital; the number of shares issued and fully paid and issued but not fully paid; the par value per share, or that the shares have no par value; and a reconciliation of the number of shares outstanding at the beginning and end of the year. |
Item 7.5.2a | Where there is more than one class of existing shares: a description of the rights, preferences and restrictions attaching to each class; a description of the identity, where known to the company, of shareholders holding multiple-vote shares representing more than 5 % of the voting rights of all shares in the company, and of natural persons or legal entities entitled to exercise voting rights on behalf of such shareholders, where applicable. |
Item 7.5.3 | Where there are shares not representing capital, state the number and main characteristics of such shares. |
Item 7.5.4 | 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 7.5.5 | 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 7.5.6 | Information about and terms of any acquisition rights and or obligations over authorised but unissued capital or an undertaking to increase the capital. |
Item 7.5.7 | 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 7.6 | Memorandum and Articles of Association |
Item 7.6.1 | 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 7.7 | Material contracts |
Item 7.7.1 | 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 8 | DIVIDEND POLICY |
Item 8.1 | A description of the issuer’s policy on dividend distributions and any restrictions thereon, or, where that is not the case, a statement to that effect. The amount of the dividend per share for each financial year for the period covered by the annual financial statements adjusted, where the number of shares in the issuer has changed, to make it comparable, where not disclosed in the financial statements. |
SECTION 9 | DOCUMENTS AVAILABLE |
Item 9.1 | A statement that for the term of the registration document the following documents, where applicable, may be inspected: An indication of the website on which the documents may be inspected. the up-to-date memorandum and articles of association of the issuer; 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. |
(1) Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings, amending Directive 2006/43/EC of the European Parliament and of the Council and repealing Council Directives 78/660/EEC and 83/349/EEC (OJ L 182, 29.6.2013, p. 19, ELI: http://data.europa.eu/eli/dir/2013/34/oj). (2) Regulation (EC) No 1606/2002 of the European Parliament and of the Council of 19 July 2002 on the application of international accounting standards (OJ L 243, 11.9.2002, p. 1, ELI: http://data.europa.eu/eli/reg/2002/1606/oj). (3) Directive 2006/43/EC of the European Parliament and of the Council of 17 May 2006 on statutory audits of annual accounts and consolidated accounts, amending Council Directives 78/660/EEC and 83/349/EEC and repealing Council Directive 84/253/EEC (OJ L 157, 9.6.2006, p. 87, ELI: http://data.europa.eu/eli/dir/2006/43/oj). (4) Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC (OJ L 158, 27.5.2014, p. 77, ELI: http://data.europa.eu/eli/reg/2014/537/oj). | |