ANNEX VI
ANNEX 7
REGISTRATION DOCUMENT FOR NON-EQUITY SECURITIES
SECTION 1 | RISK FACTORS |
Item 1.1 | A description of the material risks that are specific to the issuer and that may affect the issuer’s ability to fulfil its obligations under the securities, 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. 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 competent authority], as competent authority under Regulation (EU) 2017/1129 has approved the [registration document / prospectus]; the [name of competent authority] only has approved this [registration document / 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]. |
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 issuer’s country of incorporation, 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 unless that information is incorporated by reference into the prospectus; any recent events particular to the issuer and which are to a material extent relevant to an evaluation of the issuer’s solvency; credit ratings assigned to the issuer at the request or with the cooperation of the issuer in the rating process. |
Item 3.2 | Business overview |
Item 3.2.1 | Principal Activities: a brief description of the issuer’s principal activities, stating the main categories of products sold and/or services performed. |
Item 3.3 | Organisational structure |
Item 3.3.1 | Where the issuer is part of a group, a brief description of the group and the issuer’s position within the group. That may be in the form of, or accompanied by, a diagram of the organisational structure 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 | Trend information |
Item 3.4.1 | A description of: Where neither point (a) nor (b) are applicable, the issuer shall include a statement to that effect. Other negative statements may be provided where appropriate. The information referred to in points (a) and (b) may be provided solely on a qualitative basis. Quantitative forecasts are not required. any material adverse change in the prospects of the issuer since the date of its last published audited financial statements; and any significant change in the financial performance of the group since the end of the last financial period for which financial information has been published to the date of the registration document. |
Item 3.5 | Profit forecasts or estimates |
Item 3.5.1 | Where an issuer includes on a voluntary basis a profit forecast or estimate in the prospectus, the profit forecast or estimate shall be clear and unambiguous and shall 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 3.5.2 | The prospectus shall contain a statement that the profit forecast or estimate has been compiled and prepared on a basis which is both: comparable with the annual financial statements; consistent with the issuer’s accounting policies. |
SECTION 4 | CORPORATE GOVERNANCE |
Item 4.1 | Administrative, management, and supervisory bodies and senior management |
Item 4.1.1 | 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 that issuer where those activities are significant with respect to that issuer: members of the administrative, management and/or supervisory bodies; partners with unlimited liability, in the case of a limited partnership with a share capital. |
SECTION 5 | FINANCIAL INFORMATION |
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 | 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 12 months or the entire period for which the issuer has been in operation, whichever is shorter. |
Item 5.1.3 (Wholesale-specific) | Accounting Standards (Wholesale-specific) 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. Where Regulation (EC) No 1606/2002 is not applicable, the financial information shall be prepared in accordance with: Otherwise, the following information shall be included in the registration document: 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. a prominent statement that the financial information included in the registration document has not been prepared in accordance with International Financial Reporting Standards as endorsed in the Union based on Regulation (EC) No 1606/2002 and that there may be material differences in the financial information had Regulation (EC) No 1606/2002 been applied to the historical financial information; immediately following the historical financial information, a description of the differences between Regulation (EC) No 1606/2002 as adopted by the Union and the accounting principles adopted by the issuer in preparing its annual financial statements. |
Item 5.1.3a (Retail-specific) | Accounting Standards (Retail-specific) 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. Where Regulation (EC) No 1606/2002 is not applicable, the financial information shall be prepared in accordance with either: 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 compliance with that Regulation. |
Item 5.1.4 | Audited financial information that is prepared in accordance with national accounting standards shall contain the following: the balance sheet; the income statement; the accounting policies and explanatory notes. |
Item 5.1.5 | 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 5.1.6 | Age of Financial Information The balance sheet of the last year of audited financial information shall not be older than 18 months from the date of the registration document. |
Item 5.1.7 (Retail-specific) | Interim and other financial information (Retail-specific) Where the issuer has published half-yearly financial information since the date of its last audited financial statements, that information shall be included in the registration document. Where the half-yearly financial information has been audited or reviewed, the audit or review report shall also be included. Where the 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 half-yearly 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. Half-yearly 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 half-yearly 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 5.2 | Auditing of historical annual financial information |
Item 5.2.1 | The historical annual financial information shall be independently audited. The audit report shall be prepared in accordance with Directive 2006/43/EC and Regulation (EU) No 537/2014. 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. Otherwise, the following information shall be included in the registration document: a prominent statement disclosing which auditing standards have been applied; an explanation of any significant departures from International Standards on Auditing. |
Item 5.2.1a | 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 5.2.2 | Indication of other information in the registration document, which has been audited by the auditors. |
Item 5.2.3 | 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 5.3 | 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. |
SECTION 6 | SHAREHOLDER AND SECURITY HOLDER INFORMATION |
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 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 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 6.3 | Administrative, management, and supervisory bodies’ 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 shall be clearly stated. Where there are no such conflicts, a statement to that effect shall be made. |
Item 6.4 | Material contracts |
Item 6.4.1 | A brief summary of any 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 7 | DOCUMENTS AVAILABLE |
Item 7.1 | 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. |