CHAPTER IVa EU FOLLOW-ON PROSPECTUS AND EU GROWTH ISSUANCE PROSPECTUS

1.An EU Follow-on prospectus for equity securities drawn up in accordance with Article 14a of Regulation (EU) 2017/1129 shall contain the information referred to in Annex 30 to this Regulation and, where applicable, any additional information referred to in Section 3 of Chapter II of this Regulation.

2.By way of derogation from paragraph 1, an EU Follow-on prospectus for the securities referred to in Articles 19(1), 19(2), 20(1) and 20(2) of this Regulation, where those securities are not shares or other transferable securities equivalent to shares, shall be drawn up in accordance with Article 28c of this Regulation.

1.An EU Growth issuance prospectus for equity securities drawn up in accordance with Article 15a of Regulation (EU) 2017/1129 shall contain the information referred to in Annex 34 to this Regulation and, where applicable, any additional information referred to in Section 3 of Chapter II of this Regulation.

2.By way of derogation from paragraph 1, an EU Growth issuance prospectus for the securities referred to in Articles 19(1), 19(2), 20(1) and 20(2) of this Regulation, where those securities are not shares or other transferrable securities equivalent to shares, shall be drawn up in accordance with Article 28d of this Regulation.

1.An EU Follow-on prospectus for non-equity securities drawn up in accordance with Article 14a of Regulation (EU) 2017/1129 shall contain the following information:

(a)where an EU Follow-on prospectus for non-equity securities is drawn up as a single document referred to in Article 14a(4), third subparagraph, of Regulation (EU) 2017/1129, it shall contain the information referred to in Annex 31 to this Regulation and, where applicable, any additional information referred to in Section 3 of Chapter II of this Regulation;

(b)where an EU Follow-on prospectus for non-equity securities is drawn up as separate documents referred to in Article 14a(4), third subparagraph, of Regulation (EU) 2017/1129, it shall divide the required information into:

(i)a registration document for an EU Follow-on prospectus (‘EU Follow-on registration document’), which shall contain the information referred to in Annex 32 to this Regulation and, where applicable, any additional information referred to in Section 3 of Chapter II of this Regulation;

(ii)a securities note for an EU Follow-on prospectus (‘EU Follow-on securities note’), which shall contain the information referred to in Annex 33 to this Regulation and, where applicable, any additional information referred to in Section 3 of Chapter II of this Regulation;

(iii)a summary where required by Article 7(1) of Regulation (EU) 2017/1129, drawn up in accordance with Article 7(12a) of that Regulation.

2.The information contained in Annexes 31, 32 and 33 shall be referred to as either of the following:

(a)wholesale-specific, where that information refers specifically to non-equity securities that comply with any of the conditions set out in Article 7(1), second subparagraph, points (a) or (b), of Regulation (EU) 2017/1129; or

(b)retail-specific, where that information refers specifically to non-equity securities other than those referred to in point (a) of this paragraph.

An EU Growth issuance prospectus for non-equity securities that is drawn up in accordance with Article 15a of Regulation (EU) 2017/1129, shall contain the information referred to in Annex 35 to this Regulation and, where applicable, any additional information referred to in Section 3 of Chapter II of this Regulation.

For equity securities referred to in Article 28a(1) of this Regulation, an EU Follow-on prospectus shall be drawn up as a single document, in accordance with Article 14a(4), second subparagraph, of Regulation (EU) 2017/1129, and shall be composed of the following elements set out in the following order:

(a)a table of contents;

(b)a summary drawn up in accordance with Article 7(12a) of Regulation (EU) 2017/1129;

(c)the risk factors referred to in Article 16 of Regulation (EU) 2017/1129;

(d)the other information referred to in Annex 30 to this Regulation based on the order of sections set out in that Annex;

(e)where relevant, any additional information referred to in Section 3 of Chapter II of this Regulation that is to be included in the EU Follow-on prospectus.

For equity securities referred to in Article 28b(1) of this Regulation, an EU Growth issuance prospectus shall be drawn up as a single document, in accordance with Article 15a(4) of Regulation (EU) 2017/1129, and shall be composed of the following elements set out in the following order:

(a)a table of contents;

(b)a summary drawn up in accordance with Article 7(12a) of Regulation (EU) 2017/1129;

(c)the risk factors referred to in Article 16 of Regulation (EU) 2017/1129;

(d)the other information referred to in Annex 34 to this Regulation based on the order of sections set out in that Annex;

(e)where relevant, any additional information referred to in Section 3 of Chapter II of this Regulation that is to be included in the EU Growth issuance prospectus.

1.For non-equity securities referred to in Article 28c and for equity securities referred to in Article 28a(2) of this Regulation, an EU Follow-on prospectus may be drawn up either as a single document or as separate documents, in accordance with Article 14a(4), third subparagraph, of Regulation (EU) 2017/1129.

2.Where an EU Follow-on prospectus, referred to in paragraph 1, is drawn up as a single document, it shall be composed of the following elements set out in the following order:

(a)a table of contents;

(b)a summary, where required by Article 7(1) of Regulation (EU) 2017/1129, drawn up in accordance with Article 7(12a) of that Regulation;

(c)the risk factors referred to in Article 16 of Regulation (EU) 2017/1129;

(d)the other information referred to in Annex 31 to this Regulation;

(e)where relevant, any additional information referred to in Section 3 of Chapter II of this Regulation that is to be included in the EU Follow-on prospectus.

Where an EU Follow-on prospectus referred to in the first subparagraph is based solely on Annex 31 to this Regulation, the order of its sections shall be the one set out in that Annex.

3.Where an EU Follow-on prospectus referred to in paragraph 1 is drawn up as separate documents, the EU Follow-on registration document and the EU Follow-on securities note shall be composed of the following elements set out in the following order:

(a)a table of contents;

(b)the risk factors referred to in Article 16 of Regulation (EU) 2017/1129;

(c)the other information referred to in Annexes 32 and 33 to this Regulation;

(d)where relevant, any additional information referred to in Section 3 of Chapter II of this Regulation that is to be included in that EU Follow-on registration document or that EU Follow-on securities note.

Where an EU Follow-on registration document and an EU Follow-on securities note are based solely on Annexes 32 and 33 to this Regulation, the order of their sections shall be the one set out in those Annexes.

For non-equity securities referred to in Article 28d and for equity securities referred to in Article 28b(2) of this Regulation, an EU Growth issuance prospectus shall be drawn up as a single document, in accordance with Article 15a(4) of Regulation (EU) 2017/1129, and shall be composed of the following elements set out in the following order:

(a)a table of contents;

(b)a summary drawn up in accordance with Article 7(12a) of Regulation (EU) 2017/1129;

(c)the risk factors referred to in Article 16 of Regulation (EU) 2017/1129;

(d)the other information referred to in Annex 35 to this Regulation;

(e)where relevant, any additional information referred to in Section 3 of Chapter II of this Regulation that is to be included in the EU Growth issuance prospectus.

Where an EU Growth issuance prospectus referred to in the first subparagraph is based solely on Annex 35 to this Regulation, the order of its sections shall be the one set out in that Annex.

1.Where an EU Follow-on prospectus consists of a base prospectus and is drawn up as a single document, it shall be composed of the following elements set out in the following order:

(a)a table of contents;

(b)a general description of the offering programme;

(c)the risk factors referred to in Article 16 of Regulation (EU) 2017/1129;

(d)the other information referred to in Annex 31 and, where relevant, any additional information referred to in Section 3 of Chapter II of this Regulation that is to be included in the EU Follow-on base prospectus.

2.Where an EU Follow-on prospectus consists of a base prospectus and is drawn up as separate documents, the EU Follow-on registration document and the EU Follow-on securities note shall be composed of the following elements set out in the following order:

(a)a table of contents;

(b)in the EU Follow-on securities note, a general description of the offering programme;

(c)the risk factors referred to in Article 16 of Regulation (EU) 2017/1129;

(d)the other information referred to in Annexes 32 and 33 and, where relevant, any additional information referred to in Section 3 of Chapter II of this Regulation that is to be included in the EU Follow-on registration document and the EU Follow-on securities note.

Where an EU Follow-on base prospectus referred to in the first subparagraph concerns a single issuer, the order of the sections of the EU Follow-on registration document shall be the one set out in Annex 32 to this Regulation.

3.An issuer, offeror or person asking for admission to trading on a regulated market may compile in a single document two or more base prospectuses.

4.Article 26 of this Regulation shall also apply to an EU Follow-on base prospectus.

1.Where an EU Growth issuance prospectus consists of a base prospectus, it shall be composed of the following elements set out in the following order:

(a)a table of contents;

(b)a general description of the offering programme;

(c)the risk factors referred to in Article 16 of Regulation (EU) 2017/1129;

(d)the other information referred to in Annex 35 and, where relevant, any additional information referred to in Section 3 of Chapter II of this Regulation that is to be included in the EU Growth issuance base prospectus.

Where an EU Growth issuance base prospectus concerns a single issuer, the order of the information set out in sections 2 to 8 of Annex 35 to this Regulation shall be followed.

2.An issuer or offeror may compile in a single document two or more base prospectuses.

3.Article 26 of this Regulation shall also apply to an EU Growth issuance base prospectus.

1.In an EU Follow-on prospectus for equity or non-equity securities, referred to in Articles 28e, 28g and 28i of this Regulation, where the requirement of a standardised format and sequence does not apply and the order of the information set out in the relevant Annexes is not followed by the issuer, offeror or person asking for admission to trading on a regulated market, competent authorities may request a list of cross references indicating the items of the relevant Annexes to which that information corresponds.

2.In an EU Growth issuance prospectus for equity or non-equity securities, referred to in Articles 28f, 28h and 28j of this Regulation, where the requirement of a standardised format and sequence does not apply and the order of the information set out in the relevant Annexes is not followed by the issuer or the offeror, competent authorities may request a list of cross references indicating the items of the relevant Annexes to which that information corresponds.

3.The list of cross references referred to in paragraphs 1 and 2 shall identify any items set out in the relevant Annexes that have not been included in the draft EU Follow-on prospectus or EU Growth issuance prospectus due to the nature or type of issuer, securities, offer or admission to trading.

4.Where no list of cross references is requested in accordance with paragraphs 1 and 2 or where no list is submitted by the issuer, offeror or, where applicable for an EU Follow-on prospectus, the person asking for admission to trading on a regulated market, it shall be indicated in the margin of the draft EU Follow-on prospectus or base prospectus, or of the draft EU Growth issuance prospectus or base prospectus, to which information in the draft prospectus or base prospectus the relevant items set out in the Annexes to this Regulation correspond.

1.An overview section of an EU Follow-on prospectus or of an EU Growth issuance prospectus shall only use the term ‘summary’ if it complies with the requirements laid down in Article 7(12a) of Regulation (EU) 2017/1129.

2.Where the summary of an EU Follow-on prospectus or of an EU Growth issuance prospectus is to be supplemented in accordance with Article 23 of Regulation (EU) 2017/1129, the new information shall be integrated in the summary of that EU Follow-on prospectus or of that EU Growth issuance prospectus in a way that enables investors to easily identify the changes.

The new information referred to in the first subparagraph shall be integrated in the summary of the EU Follow-on prospectus or of the EU Growth issuance prospectus either by producing a new summary or by supplementing the original summary.