ANNEX XII
ANNEX 15
PROSPECTUS FOR EQUITY SECURITIES / EU IPO PROSPECTUS
(Based on Annexes 1 and 11)
SECTION 1 | SUMMARY |
Item 1.1 | A summary, in accordance with Article 7 of Regulation (EU) 2017/1129. |
SECTION 2 | RISK FACTORS |
Item 2.1 | A description of the material risks that are specific to the issuer, in a limited number of categories, and a description of the material risks that are specific to the securities being offered and/or admitted to trading, 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 securities 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 prospectus / EU IPO prospectus. |
SECTION 3 | PERSONS RESPONSIBLE, THIRD PARTY INFORMATION, EXPERTS’ REPORTS AND COMPETENT AUTHORITY APPROVAL |
Item 3.1 | Identify all persons responsible for the information or any parts of it, given in the prospectus / EU IPO prospectus 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 3.2 | A declaration by the persons responsible for the prospectus / EU IPO prospectus that to the best of their knowledge, the information contained in the prospectus / EU IPO prospectus is in accordance with the facts and that the prospectus / EU IPO prospectus makes no omission likely to affect its import. Where applicable, a declaration by the persons responsible for certain parts of the prospectus / EU IPO prospectus that, to the best of their knowledge, the information contained in those parts of the prospectus / EU IPO prospectus for which those persons are responsible is in accordance with the facts and that those parts of the prospectus / EU IPO prospectus make no omission likely to affect their import. |
Item 3.3 | Where a statement or report attributed to a person as an expert, is included in the prospectus / EU IPO prospectus, 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 prospectus / EU IPO prospectus with the consent of the person who has authorised the contents of that part of the prospectus / EU IPO prospectus for the purpose of the prospectus / EU IPO prospectus. name; business address; qualifications; material interest, where any, in the issuer. |
Item 3.4 | 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 3.5 | A statement that: the [name of the competent authority], as competent authority under Regulation (EU) 2017/1129, has approved the prospectus / EU IPO prospectus; the [name of competent authority] only has approved this 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 or of the quality of the securities that are the subject of this prospectus / EU IPO prospectus; investors should make their own assessment as to the suitability of investing in the securities; where applicable, specify that this prospectus is 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. |
Item 3.6 | Interest of natural and legal persons involved in the issue/offer |
Item 3.6.1 | 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 3.7 | Additional information |
Item 3.7.1 | Where advisors connected with an issue are referred to in the prospectus / EU IPO prospectus, a statement of the capacity in which the advisors have acted. |
Item 3.7.2 | An indication of other information in the prospectus / EU IPO prospectus which has been audited or reviewed by the statutory auditors and where the statutory auditors have produced a report. Reproduction of the report or, with permission of the competent authority, a summary of the report. |
SECTION 3a | REASONS FOR THE OFFER, USE OF PROCEEDS AND EXPENSES OF THE ISSUE/OFFER |
Item 3a.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. Where 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 shall also be given with regard to the use of the proceeds, in particular where those proceeds are 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 3a.2 | An explanation about how the proceeds from this offer align with the business strategy and strategic objectives described in the prospectus / EU IPO prospectus. |
SECTION 4 | STRATEGY, PERFORMANCE AND BUSINESS ENVIRONMENT |
Item 4.1 | 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 / EU IPO prospectus unless that information is incorporated by reference into the prospectus / EU IPO prospectus. |
Item 4.1.1 | 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 prospectus / EU IPO prospectus. Where the prospectus / EU IPO prospectus 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 prospectus / EU IPO prospectus. |
Item 4.1.2 | Information regarding the anticipated sources of funds needed to fulfil commitments referred to in item 4.4.2. |
Item 4.2 | Business overview |
Item 4.2.1 | 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 4.2.2 | 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 4.2.3 | Principal Markets A description of the principal markets in which the issuer competes. |
Item 4.3 | Organisational structure |
Item 4.3.1 | Where the issuer is part of a group and where not covered elsewhere in the prospectus / EU IPO prospectus 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 4.3.2 | A clear statement that the issuer is dependent upon other entities within the group, where applicable, together with an explanation of that dependence. |
Item 4.4 | Investments |
Item 4.4.1 | To the extent not covered elsewhere in the prospectus / EU IPO prospectus 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 prospectus / EU IPO prospectus. |
Item 4.4.2 | 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 4.5 | Trend information |
Item 4.5.1 | 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 prospectus / EU IPO prospectus. The information may be provided solely on a qualitative basis. Quantitative forecasts are not required. |
Item 4.6 | Profit forecasts or estimates |
Item 4.6.1 | 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 prospectus / EU IPO prospectus. 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 4.6.2 and 4.6.3. |
Item 4.6.2 | 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 4.6.1, 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 4.6.3 | 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 5 | MANAGEMENT REPORT, INCLUDING SUSTAINABILITY REPORTING |
Item 5.1 | 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, 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 6 | WORKING CAPITAL STATEMENT |
Item 6.1 | A statement by the issuer that, in its opinion, the working capital is sufficient for the issuer’s present requirements or, where not, how it proposes to provide the additional working capital needed. |
SECTION 7 | TERMS AND CONDITIONS OF THE SECURITIES |
Item 7.1 | Information concerning the securities |
Item 7.1.1 | A description of the type and the class of the securities, including the international security identification number (“ISIN”) |
Item 7.1.2 | Legislation under which the securities have been created. |
Item 7.1.3 | An indication whether the securities are in registered form or bearer form and whether the securities are in certificated form or book-entry form. In the case of book-entry form, the name and address of the entity in charge of keeping the records. |
Item 7.1.4 | Currency of the securities issue. |
Item 7.1.5 | A description of the rights attached to the securities, including any limitations of those rights, and procedure for the exercise of those rights: dividend rights: fixed date(s) on which the entitlement arises; time limit after which entitlement to dividend lapses and an indication of the person in whose favour the lapse operates; dividend restrictions and procedures for non-resident holders; rate of dividend or method of its calculation, periodicity and cumulative or non-cumulative nature of payments; voting rights; pre-emption rights in offers for subscription of securities of the same class; right to share in the issuer’s profits; right to share in any surplus in the event of liquidation; redemption provisions; conversion provisions. |
Item 7.1.6 | 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 7.1.7 | The issue date, or in the case of new issues the expected issue date of the securities. |
Item 7.1.8 | A description of any restrictions on the transferability of the securities. |
Item 7.1.9 | A warning that the tax legislation of the investor’s Member State and of the issuer’s country of incorporation may have an impact on the income received from the securities. |
Item 7.1.10 | Where 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 7.1.11 | Statement on the existence of national legislation or rules on takeovers applicable to the issuer and the possibility for frustrating measures, where any; a brief description of the shareholders’ rights and obligations in case of mandatory takeover bid, and/or squeeze-out or sell-out rules in relation to the securities; 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 shall also be stated. |
Item 7.1.12 | Where applicable, the potential impact on the investment in the event of resolution under Directive 2014/59/EU. |
SECTION 8 | DETAILS OF THE OFFER /ADMISSION TO TRADING |
Item 8.1 | Terms and conditions of the offer of securities to the public. Conditions, offer statistics, expected timetable and action required to apply for the offer. |
Item 8.1.1 | Conditions to which the offer is subject |
Item 8.1.2 | Total amount of the issue/offer distinguishing the securities offered for sale and those offered for subscription; where the amount is not fixed, an indication of the maximum amount of securities to be offered (where available) and a description of the arrangements and the time period for announcing to the public the definitive amount of the offer. Where the maximum amount of securities may not be provided in the prospectus / EU IPO prospectus, the prospectus / EU IPO prospectus shall specify that acceptances of the purchase or subscription of securities may be withdrawn for not less than three working days after the amount of securities to be offered to the public has been filed. |
Item 8.1.3 | The time period, including any possible amendments, during which the offer will be open and description of the application process. |
Item 8.1.4 | An indication of when, and under which circumstances, the offer may be revoked or suspended and whether revocation may occur after dealing has begun. |
Item 8.1.5 | A description of any possibility to reduce subscriptions and the manner for refunding amounts paid in excess by applicants. |
Item 8.1.6 | Details of the minimum and/or maximum amount of application (whether in number of securities or aggregate amount to invest). |
Item 8.1.7 | An indication of the period during which an application may be withdrawn, provided that investors are allowed to withdraw their subscription. |
Item 8.1.8 | Method and time limits for paying up the securities and for delivery of the securities. |
Item 8.1.9 | A full description of the manner and date in which results of the offer are to be made public. |
Item 8.1.10 | 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 8.2 | Plan of distribution and allotment |
Item 8.2.1 | The various categories of potential investors to which the securities are offered. Where the offer is being made simultaneously in the markets of two or more countries and where a tranche has been or is being reserved for certain of those, indicate any such tranche. |
Item 8.2.2 | 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 8.2.3 | Pre-allotment Disclosure: the division into tranches of the offer including the institutional, retail and issuer’s employee tranches and any other tranches; the conditions under which the claw-back may be used, the maximum size of such claw back and any applicable minimum percentages for individual tranches; the allotment method or methods to be used for the retail and issuer’s employee tranche in the event of an over-subscription of those tranches; a description of any pre-determined preferential treatment to be accorded to certain classes of investors or certain affinity groups (including friends and family programmes) in the allotment, the percentage of the offer reserved for such preferential treatment and the criteria for inclusion in such classes or groups; whether the treatment of subscriptions or bids to subscribe in the allotment may be determined on the basis of which firm those subscriptions or bids are made through or by; a target minimum individual allotment where any within the retail tranche; the conditions for the closing of the offer as well as the date on which the offer may be closed at the earliest; whether or not multiple subscriptions are admitted, and where they are not, how any multiple subscriptions will be handled. |
Item 8.3 | Process for notifying applicants of the amount allotted and an indication whether dealing may begin before notification is made |
Item 8.4 | Pricing |
Item 8.4.1 | 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 8.4.2 | Where the price is not known, then pursuant to Article 17 of Regulation (EU) 2017/1129 indicate either: Where neither point (a) nor (b) may be provided in the securities note, the securities note shall specify that acceptances of the purchase or subscription of securities may be withdrawn up to three working days after the final offer price of securities to be offered to the public has been filed. the maximum price as far as it is available; the valuation methods and criteria, and/or conditions, in accordance with which the final offer price has been or will be determined and an explanation of any valuation methods used. |
Item 8.4.3 | Process for the disclosure of the offer price Where 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 where the issue is for cash, together with the reasons for and beneficiaries of such restriction or withdrawal. 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 those members or persons in transactions during the past year, or which those members or persons 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 8.5 | Placing and Underwriting |
Item 8.5.1 | 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 8.5.2 | Name and address of any paying agents and depository agents in each country. |
Item 8.5.3 | 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 8.5.4 | When the underwriting agreement has been or will be reached. |
Item 8.6 | Admission to trading and dealing arrangements |
Item 8.6.1 | An indication as to whether the securities offered are or will be the object of an application for admission to trading on a regulated market, an SME growth Market or an MTF, with a view to their distribution in a regulated market, an SME Growth Market or an MTF with an indication of the markets in question. That circumstance shall be set out, without creating the impression that the admission to trading will necessarily be approved. Where known, the earliest dates on which the securities will be admitted to trading. |
Item 8.6.2 | All the regulated markets, SME growth markets 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 8.6.3 | Where simultaneously or almost simultaneously with the creation of the securities for which admission on a regulated market, 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 where 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 those operations relate. |
Item 8.6.4 | In case of an admission to trading on a regulated market, an SME growth market or an MTF, 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. |
Item 8.6.5 | Details of stabilisation in line with items 8.6.5.1 to 8.6.5.6 in the case of an admission to trading on a regulated market, 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 8.6.5.1 | 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 8.6.5.2 | The fact that stabilisation transactions aim at supporting the market price of the securities during the stabilisation period. |
Item 8.6.5.3 | The beginning and the end of the period during which stabilisation may occur. |
Item 8.6.5.4 | The identity of the stabilisation manager for each relevant jurisdiction unless this is not known at the time of publication. |
Item 8.6.5.5 | The fact that stabilisation transactions may result in a market price that is higher than would otherwise prevail. |
Item 8.6.5.6 | The place where the stabilisation may be undertaken including, where relevant, the name of the trading venue(s). |
Item 8.6.6 | Over-allotment and “green shoe” In the case of an admission to trading on a regulated market, an SME growth market or an MTF: the existence and size of any over-allotment facility and/or “green shoe”; the existence period of the over-allotment facility and/or “green shoe”; any conditions for the use of the over-allotment facility or exercise of the “green shoe”. |
Item 8.7 | Selling securities holders |
Item 8.7.1 | 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 person has had within the past three years with the issuer or any of its predecessors or affiliates. |
Item 8.7.2 | The number and class of securities being offered by each of the selling security holders. |
Item 8.7.3 | In relation to lock-up agreements, provide details of the following: the parties involved; the content and exceptions of the agreement; an indication of the period of the lock-up. |
Item 8.8 | Dilution |