| SECTION 1 | RISK FACTORS |
| Item 1.1 | 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 registration document. |
| SECTION 2 | INFORMATION ABOUT THE ISSUER |
| Item 2.1 | 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 3 | RESPONSIBILITY STATEMENT AND STATEMENT ON THE COMPETENT AUTHORITY |
| Item 3.1 | Responsibility statement |
| Item 3.1.1 | Identify the persons responsible for the information set out in the EU Follow-on registration document and include a statement by those responsible for the EU Follow-on registration document that, to the best of their knowledge, the information contained in the EU Follow-on registration document is in accordance with the facts and that the EU Follow-on registration document 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 3.1.2 | Where a statement or report attributed to a person as an expert, is included in the EU Follow-on registration document, 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 3.2 | Statement on the competent authority |
| Item 3.2.1 | The statement shall: (a) indicate the competent authority that has approved, in accordance with this Regulation, the EU Follow-on registration document; (b) specify that such approval does not constitute an endorsement of the issuer to which the EU Follow-on registration document relates; (c) specify that the competent authority has only approved the EU Follow-on registration document as meeting the standards of completeness, comprehensibility and consistency required by this Regulation; and (d) specify that the EU Follow-on registration document has been drawn up in accordance with Article 14a of Regulation (EU) 2017/1129. |
| SECTION 4 | FINANCIAL INFORMATION |
| Item 4.1 | Financial statements |
| Item 4.1.1 (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 4.1.2 (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 4.2 | Auditing of financial information |
| Item 4.2.1 | 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 4.2.2 | 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 registration document, 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 registration document: (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 4.2.3 | 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 4.3 | Significant change in the issuer’s financial position |
| Item 4.3.1 | 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 5 | TREND INFORMATION |
| Item 5.1 | 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 6 | DOCUMENTS AVAILABLE |
| Item 6.1 | A statement that for the term of the EU Follow-on registration document 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 registration document. |
| Item 6.2 | An indication of the website on which the documents may be inspected. |
All texts › Delegated Prospectus
ANNEX 32 EU FOLLOW-ON REGISTRATION DOCUMENT FOR NON-EQUITY SECURITIES
A32