| SECTION 1 | SUMMARY | |
| Item 1 (Retail-specific) | A summary, where required by Article 7(1) of Regulation (EU) 2017/1129, drawn up in accordance with Article 7(12a) of that Regulation. | |
| 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, in a section headed ‘Risk Factors’. The risks shall be corroborated by the content of the EU Follow-on prospectus. | |
| Item 2.2 | 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. | Category A |
| SECTION 3 | INFORMATION ABOUT THE ISSUER | |
| Item 3.1 | Identify the company issuing the 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. | Category A |
| 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). | Category A |
| 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. | Category A |
| SECTION 5 | FINANCIAL INFORMATION | |
| Item 5.1 | Financial statements | |
| Item 5.1.1 (Retail-specific) | 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 5.1.2 (Wholesale-specific) | Annual financial statements that are required to be published covering the period of 12 months prior to the approval of the EU Follow-on prospectus. | |
| 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. | |
| SECTION 6 | TREND INFORMATION | |
| Item 6.1 | A description of: (a) any material adverse change in the prospects of the issuer since the date of its last published audited financial statements; (b) 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. If there is no significant change in either of the trends referred to in point (a) or (b) 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 7 | DETAILS OF THE OFFER OR ADMISSION TO TRADING | |
| Item 7.1 | Terms and conditions of the offer (Retail-specific) | |
| Item 7.1.1 (Retail-specific) | 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. Total amount of the securities offered to the public. 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. | Category C |
| Item 7.1.2 (Retail-specific) | Provide information regarding: (a) where investors may subscribe for the securities, 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. | Category C |
| Item 7.2 | Plan of distribution and allotment (Retail-specific) | |
| Item 7.2.1 (Retail-specific) | Process for notifying applicants of the amount allotted and an indication whether dealing may begin before notification is made. | Category C |
| Item 7.3 | Pricing (Retail-specific) | |
| Item 7.3.1 (Retail-specific) | An indication of the expected price at which the securities will be offered. | Category C |
| Item 7.3.2 (Retail-specific) | If the price is not known, 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 7.3 | Placing and underwriting (Retail-specific) | |
| Item 7.3.1 (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. Where not all of the issue is underwritten, a statement of the portion not covered. | Category C |
| Item 7.3.2 (Retail-specific) | Indication of the overall amount of the underwriting commission and of the placing commission. | Category C |
| Item 7.4 | Admission to trading | |
| Item 7.4.1 | Total amount of securities being admitted to trading. | Category C |
| Item 7.4.2 | Where applicable, indicate the regulated market, the SME growth market or the MTF where the securities are to be admitted to trading and, if known, the earliest dates on which the securities will be admitted to trading. | Category C |
| Item 7.4.3 | Name and address of paying agents and depository agents in each country. | Category C |
| SECTION 8 | ESSENTIAL INFORMATION ON THE SECURITIES | |
| Item 8.1 | Terms and conditions of the securities | |
| Item 8.1.1 | A description of the type and class of the securities. | Category B |
| Item 8.1.2 | The international security identification number (ISIN). | Category C |
| Item 8.1.3 | Legislation under which the securities have been created. | Category A |
| Item 8.1.4 | Currency of the security issue. | Category C |
| Item 8.1.5 | 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 8.1.6 | A description of the rights attached to the securities, including any limitations of those rights, and the procedure for the exercise of those rights. | Category B |
| Item 8.1.7 | (a) The nominal interest rate; | Category C |
| (b) the provisions relating to interest payable; | Category B | |
| (c) the date from which interest becomes payable; | Category C | |
| (d) the due dates for interest; | Category C | |
| (e) the time limit on the validity of claims to interest and repayment of principal. | Category B | |
| Where the rate is not fixed: | ||
| (a) a statement setting out the type of underlying; | Category A | |
| (b) a description of the underlying on which the rate is based; | Category C | |
| (c) a description of the method used to relate the rate with the underlying; | Category B | |
| (d) any adjustment rules with relation to events concerning the underlying; | Category C | |
| (e) the name of the calculation agent; | Category C | |
| (f) if the security has a derivative component in the interest payment, an explanation to help investors understand how the value of their investment is affected by the value of the underlying instrument(s) (Retail-specific). | Category B | |
| Item 8.1.8 | Maturity date. | Category C |
| Item 8.1.9 | An indication of yield. | Category C |
| Item 8.1.10 | A description of any restrictions on the transferability of the securities. | Category A |
| Item 8.1.11 (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 C |
| Item 8.1.12 | 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 8.1.13 | 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. | Category C |
| SECTION 9 | REASONS FOR THE OFFER / EXPENSES OF THE ADMISSION TO TRADING, USE OF PROCEEDS AND, WHERE APPLICABLE, ESG-RELATED INFORMATION | |
| Item 9.1 (Retail-specific) | Provide information on the reasons for the offer to the public and/or for 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. Where the issuer is aware that the anticipated proceeds will not be sufficient to fund all proposed uses, it shall state the amount and sources of other funds needed. | Category C |
| Item 9.2 (Wholesale-specific) | The use and estimated net amount of the proceeds. | Category C |
| Item 9.3 (Wholesale-specific) | An estimate of the total expenses related to the admission to trading. | Category C |
| Item 9.4 | Where applicable, ESG-related information in accordance with Section 3 of Chapter II of this Regulation. | |
| SECTION 10 | CONFLICTS OF INTEREST | |
| Item 10.1 | 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. | Category C |
| SECTION 11 | DOCUMENTS AVAILABLE | |
| Item 11.1 | 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 11.2 | An indication of the website on which the documents may be inspected. |
All texts › Delegated Prospectus
ANNEX 31 EU FOLLOW-ON PROSPECTUS FOR NON-EQUITY SECURITIES
A31