| SECTION 1 | SUMMARY | |
| Item 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, in a section headed ‘Risk Factors’. The risks shall be corroborated by the content of the EU Growth issuance 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, in a section headed ‘Risk Factors’. The risks shall be corroborated by the content of the EU Growth issuance prospectus. | Category A |
| SECTION 3 | INFORMATION ABOUT THE ISSUER | |
| Item 3.1 | Identify the company issuing the securities, including: (a) the place of registration of the issuer; (b) its registration number and legal entity identifier (‘LEI’); (c) its legal and commercial name; (d) the legislation under which the issuer operates; (e) its country of incorporation; (f) the address, telephone number of its registered office (or principal place of business if different from its registered office); (g) the website, if any; (h) a disclaimer that the information on the website does not form part of the EU Growth issuance prospectus unless that information is incorporated by reference into the EU Growth issuance prospectus; (i) where applicable, credit ratings assigned to the issuer at the request or with the cooperation of the issuer in the rating process. | |
| Item 3.2 | Any recent events particular to the issuer and which are to a material extent relevant to an evaluation of the issuer’s solvency. | |
| 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 Growth issuance prospectus and include a statement by those responsible for the EU Growth issuance prospectus that, to the best of their knowledge, the information contained in the EU Growth issuance prospectus is in accordance with the facts and that the EU Growth issuance 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 Growth issuance 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 Growth issuance 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 Growth issuance prospectus relates; (c) specify that the competent authority has only approved the EU Growth issuance prospectus as meeting the standards of completeness, comprehensibility and consistency required by this Regulation; and (d) specify that the EU Growth issuance prospectus has been drawn up in accordance with Article 15a of Regulation (EU) 2017/1129. | Category A |
| SECTION 5 | GROWTH STRATEGY AND BUSINESS OVERVIEW | |
| Item 5.1 | A brief description of the issuer’s business strategy, including growth potential. | |
| Item 5.2 | A description of the issuer’s principal activities, including: (a) the main categories of products sold and/or services performed; (b) an indication of any significant new products, services or activities; (c) the principal markets in which the issuer operates. | |
| SECTION 6 | ORGANISATIONAL STRUCTURE | |
| Item 6.1 | If the issuer is part of a group and where not covered elsewhere in the EU Growth issuance prospectus and to the extent necessary for an understanding of the issuer’s business as a whole, a diagram of the organisational structure. | |
| SECTION 7 | CORPORATE GOVERNANCE | |
| Item 7.1 | Provide a brief description of board practices and governance. | |
| Item 7.2 | Provide the names, business addresses and functions within the issuer of the following persons and an indication of the principal activities performed by them outside of that issuer where these are significant with respect to that issuer: (a) members of the administrative, management and/or supervisory bodies; (b) partners with unlimited liability, in the case of a limited partnership with a share capital. | |
| SECTION 8 | FINANCIAL INFORMATION | |
| Item 8.1 | Financial statements | |
| Item 8.1.1 | 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 Growth issuance prospectus (or a shorter period when the issuer has been in operation for less than 12 months). 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 8.2 | Accounting standards | |
| Item 8.2.1 | The financial information shall be prepared according to International Financial Reporting Standards as endorsed in the Union based on Regulation (EC) No 1606/2002. If Regulation (EC) No 1606/2002 is not applicable the financial information shall be prepared according to: (a) a Member State’s national accounting standards for issuers from the EEA, as required by Directive 2013/34/EU; (b) a third country’s national accounting standards equivalent to Regulation (EC) No 1606/2002 for third-country issuers. If such third country’s national accounting standards are not equivalent to Regulation (EC) No 1606/2002 the financial statements shall be restated in accordance with that Regulation. | |
| Item 8.2.2 | Where the audited financial information is prepared according to national accounting standards, they shall include at least the following: (a) the balance sheet; (b) the income statement; (c) the accounting policies and explanatory notes. | |
| Item 8.2.3 | If the issuer prepares both stand-alone and consolidated financial statements, include or incorporate by reference at least the consolidated financial statements. | |
| Item 8.3 | Auditing of financial information | |
| Item 8.3.1 | 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 8.3.2 | 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 Growth issuance 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 Growth issuance 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 8.3.3 | 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 8.4 | Significant change in the issuer’s financial position | |
| Item 8.4.1 | 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 9 | DETAILS OF THE OFFER OR ADMISSION TO TRADING | |
| Item 9.1 | Terms and conditions of the offer | |
| Item 9.1.1 | 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 9.1.2 | 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 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. | Category C |
| Item 9.3 | Pricing | |
| Item 9.3.1 | An indication of the expected price at which the securities will be offered. | Category C |
| Item 9.3.2 | 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 9.4 | Placing and underwriting | |
| Item 9.4.1 | 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 9.4.2 | Indication of the overall amount of the underwriting commission and of the placing commission. | Category C |
| Item 9.5 | Admission to trading | |
| Item 9.5.1 | Where applicable, indicate 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 9.5.2 | Where applicable, details 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 9.5.3 | Name and address of paying agents and depository agents in each country. | Category C |
| SECTION 10 | ESSENTIAL INFORMATION ON THE SECURITIES | |
| Item 10.1 | Terms and conditions of the securities | |
| Item 10.1.1 | A description of the type and the class of the securities. | Category B |
| Item 10.1.2 | The international security identification number (ISIN). | Category C |
| Item 10.1.3 | Legislation under which the securities have been created. | Category A |
| Item 10.1.4 | Currency of the security issue. | Category C |
| Item 10.1.5 | 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 10.1.6 | 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 10.1.7 | (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). | Category B | |
| Item 10.1.8 | Maturity date. | Category C |
| Item 10.1.9 | An indication of yield. | Category C |
| Item 10.1.10 | A description of any restrictions on the transferability of the securities. | Category A |
| Item 10.1.11 | 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 10.1.12 | 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 10.1.13 | If different from the issuer, the identity and contact details of the offeror of the securities, including the legal entity identifier (‘LEI’) where the offeror has legal personality. | Category C |
| SECTION 11 | REASONS FOR THE OFFER, USE OF PROCEEDS AND, WHERE APPLICABLE, ESG-RELATED INFORMATION | |
| Item 11.1 | Provide information on the reasons for the offer to the public 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. | Category C |
| Item 11.2 | 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. 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. | Category C |
| Item 11.3 | Where applicable, ESG-related information in accordance with Section 3 of Chapter II of this Regulation. | |
| SECTION 12 | CONFLICTS OF INTEREST | |
| Item 12.1 | 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 13 | DOCUMENTS AVAILABLE | |
| Item 13.1 | A statement that for the term of the EU Growth issuance 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 Growth issuance prospectus. | |
| Item 13.2 | An indication of the website on which the documents may be inspected. |
All texts › Delegated Prospectus
ANNEX 35 EU GROWTH ISSUANCE PROSPECTUS FOR NON-EQUITY SECURITIES
A35