| SECTION 1 | SUMMARY |
| Item 1.1 | A summary drawn up in accordance with Article 7(12a) of Regulation (EU) 2017/1129. |
| SECTION 2 | RISK FACTORS |
| Item 2.1 | A description of the material risks, in a limited number of categories, that are specific to the issuer and a description of the material risks, in a limited number of categories, that are specific to the securities being offered to the public and/or admitted to trading on a regulated market, in a section headed ‘Risk Factors’. The risks shall be corroborated by the content of the EU Follow-on prospectus. |
| SECTION 3 | INFORMATION ABOUT THE ISSUER |
| Item 3.1 | Identify the company issuing securities, including: (a) its legal entity identifier (LEI); (b) its legal and commercial name; (c) its country of incorporation; (d) the website where investors can find information on the company’s business operations, the products it makes or the services it provides, the principal markets where it operates, its major shareholders, the composition of its administrative, management and supervisory bodies and of its senior management and, where applicable, information incorporated by reference; (e) a disclaimer that the information on the website does not form part of the EU Follow-on prospectus unless that information is incorporated by reference into the EU Follow-on prospectus. |
| SECTION 4 | RESPONSIBILITY STATEMENT AND STATEMENT ON THE COMPETENT AUTHORITY |
| Item 4.1 | Responsibility statement |
| Item 4.1.1 | Identify the persons responsible for the information set out in the EU Follow-on prospectus and include a statement by those responsible for the EU Follow-on prospectus that, to the best of their knowledge, the information contained in the EU Follow-on prospectus is in accordance with the facts and that the EU Follow-on prospectus makes no omission likely to affect its import. In the case of natural persons, indicate the name and function of the person; in the case of legal persons indicate the name and registered office. |
| Item 4.1.2 | Where a statement or report attributed to a person as an expert is included in the EU Follow-on prospectus, provide the following details for that person: (a) name; (b) business address; (c) qualifications; and (d) material interest (if any) in the issuer. Where information has been sourced from a third party, identify the source(s) of the information in accordance with points (a) to (d). |
| Item 4.2 | Statement on the competent authority |
| Item 4.2.1 | The statement shall: (a) indicate the competent authority that has approved, in accordance with this Regulation, the EU Follow-on prospectus; (b) specify that such approval does not constitute an endorsement of the issuer or of the quality of the securities to which the EU Follow-on prospectus relates; (c) specify that the competent authority has only approved the EU Follow-on prospectus as meeting the standards of completeness, comprehensibility and consistency required by this Regulation; and (d) specify that the EU Follow-on prospectus has been drawn up in accordance with Article 14a of Regulation (EU) 2017/1129. |
| SECTION 5 | FINANCIAL INFORMATION |
| Item 5.1 | Financial statements |
| Item 5.1.1 | Financial statements (annual and half-yearly) that are required to be published covering the period of 12 months prior to the approval of the EU Follow-on prospectus. Where both annual and half-yearly financial statements have been published, only the annual statements shall be required where they postdate the half-yearly financial statements. |
| Item 5.2 | Auditing of financial information |
| Item 5.2.1 | The annual financial statements shall be independently audited. The audit report shall be prepared in accordance with Directive 2006/43/EC and Regulation (EU) No 537/2014. |
| Item 5.2.2 | Where Directive 2006/43/EC and Regulation (EU) No 537/2014 do not apply, the annual financial statements shall be audited or reported on as to whether or not, for the purposes of the EU Follow-on prospectus, they give 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 EU Follow-on prospectus: (a) a prominent statement disclosing which auditing standards have been applied; (b) an explanation of any significant departures from the International Standards on Auditing. |
| Item 5.2.3 | Where audit reports on the annual financial statements have been refused by the statutory auditors or where they 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 5.3 | Significant change in the issuer’s financial position |
| Item 5.3.1 | 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 shall also be included, or an appropriate negative statement shall be included. |
| Item 5.4 | Pro forma financial information |
| Item 5.4.1 | In the case of a significant gross change as referred to in Article 1(e) of this Regulation, a description of how the transaction might have affected assets, 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 include the information indicated therein. Pro forma financial information shall be accompanied by a report prepared by independent accountants or auditors. |
| SECTION 6 | DIVIDEND POLICY |
| Item 6.1 | A description of the issuer’s policy on dividend distributions and any current restrictions thereon, as well as on share repurchases. |
| SECTION 7 | TREND INFORMATION |
| Item 7.1 | A description of: (a) the most significant recent trends in production, sales and inventory, and costs and selling prices since the end of the last financial year to the date of the EU Follow-on prospectus, including any events reasonably likely to have a material effect on the issuer’s prospects for at least the current financial year; (b) information on the issuer’s short and long-term financial and non-financial business strategy and objectives. If there is no significant change since the last financial year in the trends referred to in point (a) of this section, a statement to that effect is to be made. 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. |
| SECTION 8 | PROFIT FORECASTS AND ESTIMATES |
| Item 8.1 | Where an issuer has published a profit forecast or a profit estimate that remains outstanding and valid, that forecast or estimate shall be included in the EU Follow-on prospectus. |
| Item 8.2 | If a profit forecast or profit estimate has been published and remains outstanding, but is no longer valid, a statement to that effect shall be provided along with an explanation as to why such forecast or estimate is no longer valid. |
| SECTION 9 | DETAILS OF THE OFFER OR ADMISSION TO TRADING |
| Item 9.1 | Terms and conditions of the offer |
| Item 9.1.1 | Total amount of the issue or offer distinguishing between the securities offered for sale and those offered for subscription, the conditions to which the offer is subject, expected timetable, action required to apply for the offer, and the procedure for the exercise of any right of pre-emption. If the amount is not fixed, an indication of the maximum amount of the securities to be offered (if available) and a description of the arrangements and the time period for announcing to the public the definitive amount of the offer. |
| Item 9.1.2 | Provide information regarding: (a) where investors may subscribe for the securities or exercise their right of pre-emption, including the negotiability of subscription rights and the treatment of subscription rights not exercised; (b) the method and time limits for paying up the securities and for delivery of the securities; (c) the duration of the offer period, including any possible amendments thereto; (d) an indication of the period during which an application may be withdrawn, provided that investors are allowed to withdraw their subscription; and (e) a description of the application process together with the issue date of new securities. |
| Item 9.2 | Plan of distribution and allotment |
| Item 9.2.1 | Process for notifying applicants of the amount allotted and an indication whether dealing may begin before notification is made. |
| Item 9.2.2 | To the extent known to the issuer, provide information on whether major shareholders or members of the issuer’s management, supervisory or administrative bodies intend to subscribe for the offer, or whether any person intends to subscribe for more than 5 % of the offer. |
| Item 9.3 | Pricing |
| Item 9.3.1 | An indication of the price at which the securities will be offered. If the price is not known, an indication of the maximum price or a description of the method for determining the price, pursuant to Article 17 of Regulation (EU) 2017/1129 and the process for its disclosure. |
| Item 9.4 | Placing and underwriting |
| Item 9.4.1 | Present any firm commitments to subscribe for more than 5 % of the offer and all material features of the underwriting and placement agreements. Include the name and address of the entities agreeing to underwrite or place the issue on a firm commitment basis or under ‘best efforts’ arrangements. Indication of the material features of the agreements, including the quotas, as well as the name and address of coordinators of the offer. 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 9.5 | Admission to trading |
| Item 9.5.1 | 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. This circumstance shall be set out, without creating the impression that the admission to trading will necessarily be approved. If known, the earliest dates on which the securities will be admitted to trading. |
| Item 9.5.2 | Name and address of paying agents and depository agents in each country. |
| SECTION 10 | ESSENTIAL INFORMATION ON THE SECURITIES |
| Item 10.1 | Terms and condition of the securities |
| Item 10.1.1 | A description of the type and class of the securities being offered to the public or admitted to trading on a regulated market, including the international security identification number (‘ISIN’). |
| Item 10.1.2 | Legislation under which the securities have been created. |
| Item 10.1.3 | Currency of the securities issue. |
| Item 10.1.4 | A description of the rights attached to the securities, including any limitations of those rights, and the procedure for the exercise of those rights: (a) dividend rights: (i) fixed date(s) on which the entitlement arises; (ii) time limit after which entitlement to dividend lapses and an indication of the person in whose favour the lapse operates; (iii) dividend restrictions and procedures for non-resident holders; (iv) rate of dividend or method of its calculation, periodicity and cumulative or non-cumulative nature of payments; (b) voting rights; (c) pre-emption rights in offers for subscription of securities of the same class; (d) right to share in the issuer’s profits; (e) right to share in any surplus in the event of liquidation; (f) redemption provisions; (g) conversion provisions. |
| Item 10.1.5 | A description of any restrictions on the transferability of the securities. |
| Item 10.1.6 | 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 10.1.7 | Where applicable, information on the underlying securities and, where applicable, on the issuer of the underlying securities in accordance with Section 3 of Chapter II of this Regulation. |
| Item 10.1.8 | Where applicable, for depository receipts issued over shares, information in accordance with Section 1 of Annex 5 and section 1 of Annex 13 to this Regulation. |
| Item 10.1.9 | If 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 10.1.10 | Where applicable, the potential impact on the investment in the event of resolution under Directive 2014/59/EU. |
| Item 10.1.11 | In the case of new issues, provide a statement of the resolutions, authorisations and approvals by virtue of which the securities have been or will be created or issued. |
| SECTION 10A | UNITS OF CLOSED-END COLLECTIVE INVESTMENT UNDERTAKINGS (Where applicable) |
| Item 10a.1 | Where applicable, for units of closed-end collective investment undertakings, information in accordance with Annex 4. |
| SECTION 11 | REASONS FOR THE OFFER AND USE OF PROCEEDS |
| Item 11.1 | Provide information on the reasons for the offer to the public and/or the admission to trading 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. |
| Item 11.2 | Where the issuer is aware that the anticipated proceeds will not be sufficient to fund all proposed uses, 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 proceeds are being 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. |
| SECTION 12 | LOCK-UP AGREEMENTS |
| Item 12.1 | In relation to lock-up agreements, provide details on the following: (a) the parties involved; (b) the content and exceptions of the agreement; and (c) an indication of the period of the lock-up. |
| SECTION 13 | WORKING CAPITAL STATEMENT |
| Item 13.1 | Statement by the issuer that, in its opinion, the working capital is sufficient for the issuer’s present requirements or, if not, how the issuer proposes to provide the additional working capital needed. |
| SECTION 14 | CONFLICTS OF INTEREST |
| Item 14.1 | Provide information about any interests related to the issuance, including material conflicts of interest pertaining to the issue/offer, and details of the persons involved and the nature of the interests. |
| SECTION 15 | DILUTION AND SHAREHOLDING AFTER THE ISSUANCE |
| Item 15.1 | Present a comparison of participation in share capital and voting rights for existing shareholders before and after the capital increase resulting from the public offer, with the assumption that existing shareholders do not subscribe for the new securities and, separately, with the assumption that existing shareholders do take up their entitlement. |
| SECTION 16 | DOCUMENTS AVAILABLE |
| Item 16.1 | A statement that for the term of the EU Follow-on prospectus the following documents, where applicable, can be inspected: (a) the up-to-date memorandum and articles of association of the issuer; (b) all reports, letters, and other documents, valuations and statements prepared by an expert at the issuer’s request any part of which is included or referred to in the EU Follow-on prospectus. |
| Item 16.2 | An indication of the website on which the documents may be inspected. |
All texts › Delegated Prospectus
ANNEX 30 EU FOLLOW-ON PROSPECTUS FOR EQUITY SECURITIES
A30