ANNEX XIII
ANNEX 16
PROSPECTUS FOR NON-EQUITY SECURITIES
(Based on Annexes 7 and 14)
SECTION 1 | SUMMARY | |||
Item 1.1 | A summary, where required by Article 7(1) of Regulation (EU) 2017/1129. | |||
SECTION 2 | RISK FACTORS | |||
Item 2.1 | 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 prospectus. | |||
Item 2.2 | 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”. Risks to be disclosed shall include: 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. those resulting from the level of subordination of a security and the impact on the expected size or timing of payments to holders of the securities under bankruptcy, or any other similar procedure, including, where relevant, the insolvency of a credit institution or its resolution or restructuring in accordance with Directive 2014/59/EU; in cases where the securities are guaranteed, the specific and material risks related to the guarantor to the extent that those risks are relevant to the guarantor’s ability to fulfil its commitment under the guarantee. | Category A | ||
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 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 3.2 | A declaration by the persons responsible for the prospectus that to the best of their knowledge, the information contained in the prospectus is in accordance with the facts and that the prospectus makes no omission likely to affect its import. Where applicable, a declaration by the persons responsible for certain parts of the prospectus that, to the best of their knowledge, the information contained in those parts of the prospectus for which those persons are responsible is in accordance with the facts and that those parts of the prospectus make no omission likely to affect their import. | Category A | ||
Item 3.3 | Where a statement or report attributed to a person as an expert is included in the prospectus, provide the following information in relation to 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 with the consent of the person who has authorised the contents of that part of the prospectus for the purposes of the prospectus. name; business address; qualifications; material interest, where any, in the issuer. | Category A | ||
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. | Category C | ||
Item 3.5 | A statement that: the [name of competent authority], as competent authority under Regulation (EU) 2017/1129 has approved the prospectus; the [name of competent authority] only has approved this prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by Regulation (EU) 2017/1129; the approval by the competent authority 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; investors should make their own assessment as to the suitability of investing in the securities. | Category A | ||
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. | Category C | ||
Item 3.7 | Additional information | |||
Item 3.7.1 | Where advisors connected with an issue are referred to in the prospectus, a statement of the capacity in which the advisors have acted. | Category C | ||
Item 3.7.2 | An indication of other information in the 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. | Category A | ||
Item 3.7.3 | 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 where the rating provider has published such ratings. | Category C | ||
Item 3.7.4 (Retail-specific) | Where the summary is substituted in part with the information set out in Article 8(3), points (c) to (i), of Regulation (EU) No 1286/2014, all such information to the extent it is not already disclosed elsewhere in the prospectus. | Category C | ||
SECTION 3a | REASONS FOR THE OFFER, USE OF PROCEEDS AND EXPENSES OF THE ISSUE/OFFER OR ADMISSION TO TRADING (Retail-specific) | |||
Item 3a.1 (Retail-specific) | 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. Those expenses and proceeds shall be 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, state the amount and sources of other funds needed. | Category C | ||
SECTION 3b | USE OF PROCEEDS AND EXPENSES OF THE ADMISSION TO TRADING (Wholesale-specific) | |||
Item 3b.1 (Wholesale-specific) | The use and estimated net amount of the proceeds. An estimate of the total expenses related to the admission to trading. | Category C | ||
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 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 4.2 | Business overview | |||
Item 4.2.1 | Principal Activities A brief description of the issuer’s principal activities, including the main categories of products sold and/or services performed. | |||
Item 4.3 | Organisational structure | |||
Item 4.3.1 | 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 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 | Trend information | |||
Item 4.4.1 | 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 prospectus. | |||
Item 4.5 | Profit forecasts or estimates | |||
Item 4.5.1 | 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 4.5.2 | 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 5 | TERMS AND CONDITIONS OF THE SECURITIES | |||
Item 5.1 | Information concerning the securities | |||
Item 5.1.1 | A description of the type and the class of the securities. | Category B | ||
The international security identification number (“ISIN”) of the securities. | Category C | |||
Item 5.1.2 | Legislation under which the securities have been created. | Category A | ||
Item 5.1.3 | 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 5.1.4 | Currency of the securities issue. | Category C | ||
Item 5.1.5 | 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 5.1.6 | 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 5.1.7 | the nominal interest rate; | Category C | ||
the provisions relating to interest payable; | Category B | |||
the date from which interest becomes payable; | Category C | |||
the due dates for interest; | Category C | |||
the time limit on the validity of claims to interest and repayment of principal. | Category B | |||
Where the rate is not fixed: | ||||
a statement setting out the type of underlying; | Category A | |||
a description of the underlying on which the rate is based; | Category C | |||
a description of the method used to relate the rate with the underlying; | Category B | |||
an indication where information about the past and the further performance of the underlying and its volatility may be obtained by electronic means and whether or not it may be obtained free of charge (Retail-specific); | Category C | |||
a description of any market disruption or settlement disruption events that affect the underlying; | Category B | |||
any adjustment rules with relation to events concerning the underlying; | Category B | |||
the name of the calculation agent; | Category C | |||
where the security has a derivative component in the interest payment, 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 under the circumstances when the risks are most evident (Retail-specific). | Category B | |||
Item 5.1.8 | Maturity date. | Category C | ||
Details of the arrangements for the amortisation of the loan, including the repayment procedures. Where advance amortisation is contemplated, on the initiative of the issuer or of the holder, it shall be described, stipulating amortisation terms and conditions. | Category B | |||
Item 5.1.9 (Retail-specific) | An indication of yield. | Category C | ||
A description of the method whereby that yield is calculated in summary form. | Category B | |||
Item 5.1.10 | 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 those forms of representation. | Category B | ||
Item 5.1.11 | 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 5.1.12 | The issue date or in the case of new issues, the expected issue date of the securities. | Category C | ||
Item 5.1.13 | A description of any restrictions on the transferability of the securities. | Category A | ||
Item 5.1.14 (Retail-specific) | 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. | Category A | ||
Item 5.1.15 | 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. | Category C | ||
SECTION 6 | DETAILS OF THE OFFER (Retail-specific) | |||
Item 6.1 (Retail-specific) | Details of the offer of securities to the public (offer statistics, expected timetable and action required to apply for the offer) | |||
Item 6.1.1 (Retail-specific) | Total amount of the securities offered to the public. Where the amount is not fixed, an indication of the maximum amount of the 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 to be offered may not be provided in the prospectus, the 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. | Category C | ||
Item 6.1.2 (Retail-specific) | The time period, including any possible amendments, during which the offer will be open and description of the application process. | Category C | ||
Item 6.1.3 (Retail-specific) | A description of any possibility to reduce subscriptions and the manner for refunding amounts paid in excess by applicants. | Category C | ||
Item 6.1.4 (Retail-specific) | Details of the minimum and/or maximum amount of application (whether in number of securities or aggregate amount to invest). | Category C | ||
Item 6.1.5 (Retail-specific) | Method and time limits for paying up the securities and for delivery of the securities. | Category C | ||
Item 6.1.6 (Retail-specific) | A full description of the manner and date in which results of the offer are to be made public. | Category C | ||
Item 6.1.7 (Retail-specific) | 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 6.2 (Retail-specific) | Plan of distribution and allotment | |||
Item 6.2.1 (Retail-specific) | 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. | Category C | ||
Item 6.3 (Retail-specific) | Process for notifying applicants of the amount allotted and an indication whether dealing may begin before notification is made | Category C | ||
Item 6.4 (Retail-specific) | Pricing | |||
Item 6.4.1 (Retail-specific) | An indication of the expected price at which the securities will be offered; | Category C | ||
Item 6.4.2 (Retail-specific) | In the alternative to item 6.4.1, a description of the method for determining the price, pursuant to Article 17 of Regulation (EU) 2017/1129 and the process for its disclosure. | Category B | ||
Item 6.4.3 (Retail-specific) | Indicate the amount of any expenses and taxes charged to the subscriber or purchaser. | Category C | ||
Item 6.5 (Retail-specific) | Placing and underwriting | |||
Item 6.5.1 (Retail-specific) | 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 6.5.2 (Retail-specific) | Name and address of any paying agents and depository agents in each country. | Category C | ||
Item 6.5.3 (Retail-specific) | 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 6.5.4 (Retail-specific) | When the underwriting agreement has been or will be reached. | Category C | ||
SECTION 6a | DETAILS OF THE ADMISSION TO TRADING | |||
Item 6a.1 | Total amount of securities being admitted to trading. | Category C | ||
Item 6a.2 | an indication of the regulated market, or other third country market, SME Growth Market or MTF where the securities will be traded and for which a prospectus has been published. | Category B | ||
where known, give the earliest dates on which the securities will be admitted to trading. | Category C | |||
Item 6a.3 | Name and address of any paying agents and depository agents in each country. | Category C | ||
Item 6a.4 (Retail-specific) | 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 6a.5 (Retail-specific) | 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 6a.6 (Retail-specific) | The issue price of the securities. | Category C | ||
SECTION 7 | ESG-RELATED INFORMATION (Where applicable) | |||
Item 7.1 | Where applicable, ESG-related information in accordance with Section 3 of Chapter II of this Regulation. | |||
SECTION 8 | CORPORATE GOVERNANCE | |||