| SECTION 1 | RISK FACTORS | |
| Item 1.1 | 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 securities note. | Category A |
| SECTION 2 | RESPONSIBILITY STATEMENT AND STATEMENT ON THE COMPETENT AUTHORITY | |
| Item 2.1 | Responsibility statement | |
| Item 2.1.1 | Identify the persons responsible for the information set out in the EU Follow-on securities note and include a statement by those responsible for the EU Follow-on securities note that, to the best of their knowledge, the information contained in the EU Follow-on securities note is in accordance with the facts and that the EU Follow-on securities note 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 2.1.2 | Where a statement or report attributed to a person as an expert, is included in the EU Follow-on securities note, 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 2.2 | Statement on the competent authority | |
| Item 2.2.1 | The statement shall: (a) indicate the competent authority that has approved, in accordance with this Regulation, the EU Follow-on securities note; (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 securities note relates; (c) specify that the competent authority has only approved the EU Follow-on securities note as meeting the standards of completeness, comprehensibility and consistency required by this Regulation; and (d) specify that the EU Follow-on securities note has been drawn up in accordance with Article 14a of Regulation (EU) 2017/1129. | Category A |
| SECTION 3 | DETAILS OF THE OFFER OR ADMISSION TO TRADING | |
| Item 3.1 | Terms and conditions of the offer (Retail-specific) | |
| Item 3.1.1 (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. The 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 3.1.2 (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 3.2 | Plan of distribution and allotment (Retail-specific) | |
| Item 3.2.1 (Retail-specific) | Process for notifying applicants of the amount allotted and an indication whether dealing may begin before notification is made. | Category C |
| Item 3.3 | Pricing (Retail-specific) | |
| Item 3.3.1 (Retail-specific) | An indication of the expected price at which the securities will be offered. | Category C |
| Item 3.3.2 (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 3.4 | Placing and underwriting (Retail-specific) | |
| Item 3.4.1 (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 3.4.3 (Retail-specific) | Indication of the overall amount of the underwriting commission and of the placing commission. | Category C |
| Item 3.5 | Admission to trading | |
| Item 3.5.1 | Total amount of securities being admitted to trading. | Category C |
| Item 3.5.2 | 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 3.5.3 | Name and address of paying agents and depository agents in each country. | Category C |
| SECTION 4 | ESSENTIAL INFORMATION ON THE SECURITIES | |
| Item 4.1 | Terms and conditions of the securities | |
| Item 4.1.1 | A description of the type and the class of the securities. | Category B |
| Item 4.1.2 | The international security identification number (ISIN). | Category C |
| Item 4.1.3 | Legislation under which the securities have been created. | Category A |
| Item 4.1.4 | Currency of the security issue. | Category C |
| Item 4.1.5 | 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 4.1.6 | A description of the rights attached to the securities, the procedure for the exercise of those rights and any limitations of those rights. | Category B |
| Item 4.1.7 | (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) 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 4.1.8 | Maturity date. | Category C |
| Item 4.1.9 | An indication of yield. | Category C |
| Item 4.1.10 | A description of any restrictions on the transferability of the securities. | Category A |
| Item 4.1.11 (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 4.1.12 | 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 4.1.13 | 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 5 | REASONS FOR THE OFFER / EXPENSES OF THE ADMISSION TO TRADING, USE OF PROCEEDS AND, WHERE APPLICABLE, ESG-RELATED INFORMATION | |
| Item 5.1 (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 5.2 (Wholesale-specific) | The use and estimated net amount of the proceeds. | Category C |
| Item 5.3 (Wholesale-specific) | An estimate of the total expenses related to the admission to trading. | Category C |
| Item 5.4 | Where applicable, ESG-related information in accordance with Section 3 of Chapter II of this Regulation. | |
| SECTION 6 | CONFLICTS OF INTEREST | |
| Item 6.1 | 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 |
All texts › Delegated Prospectus
ANNEX 33 EU FOLLOW-ON SECURITIES NOTE FOR NON-EQUITY SECURITIES
A33