Annex V

texts differ too much for an inline diff; shown separately

before (02017R1129-20240109)

ANNEX V
SECURITIES NOTE FOR THE EU GROWH PROSPECTUS
I. Responsibility for the securities note
The purpose is to identify the issuer and its representatives and other individuals involved in the company’s offer or admission to trading; these are the persons responsible for drawing up the prospectus.
II. Statement of capitalisation and indebtedness (only for equity securities issued by companies with market capitalisation above EUR 200000000) and working capital statement (only for equity securities).
The purpose is to provide information on the issuer’s capitalisation and indebtedness and information as to whether the working capital is sufficient to meet the issuer’s present requirements or, if not, how the issuer proposes to provide the additional working capital needed.
III. Terms and conditions of the securities
The purpose is to provide essential information regarding the terms and conditions of the securities and a description of any rights attached to the securities. Furthermore, the risk factors specific to the securities must be included.
IV. Details of the offer and expected timetable
The purpose is to provide information regarding the offer and, where applicable, the admission to trading on an MTF, including the final offer price and amount of securities (whether in number of securities or aggregate nominal amount) which will be offered, the reasons for the offer, the plan for distribution of the securities, the use of proceeds of the offer, the expenses of the issuance and offer, and dilution (for equity securities only).
V. Information on the guarantor
The purpose is to provide information on the guarantor of the securities where applicable, including essential information about the guarantee attached to the securities, the risk factors and financial information specific to the guarantor.

after (02017R1129-20241204)

ANNEX V
INFORMATION TO BE INCLUDED IN THE EU FOLLOW-ON PROSPECTUS FOR SECURITIES OTHER THAN SHARES OR TRANSFERABLE SECURITIES EQUIVALENT TO SHARES IN COMPANIES
I. Summary
Without prejudice to Article 7(1), second subparagraph, the EU Follow-on prospectus must include a summary drawn up in accordance with Article 7(12a).
II. Information about the issuer (Registration document)
Identify the company issuing the securities, including its legal entity identifier (LEI), its legal and commercial name, its country of incorporation and 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 competes, its major shareholders, the composition of its administrative, management and supervisory bodies and of its senior management and, where applicable, information incorporated by reference (with a disclaimer that the information on the website does not form part of the prospectus unless that information is incorporated by reference into the EU Follow-on prospectus).
III. Responsibility statement and statement on the competent authority
1. Responsibility statement (Registration document/Securities note)
Identify the persons responsible for drawing up the (registration document/securities note/EU Follow-on prospectus) and include a statement by those persons that, to the best of their knowledge, the information contained in the (registration document/securities note/EU Follow-on prospectus) is in accordance with the facts and that the (registration document/securities note/EU Follow-on prospectus) makes no omission likely to affect its import.
Where applicable, the statement must contain information sourced from third parties, including the source(s) of that information, and statements or reports attributed to a person as an expert and the following details of that person:
(i) name;
(ii) business address;
(iii) qualifications; and
(iv) material interest (if any) in the issuer.
2. Statement on the competent authority
The statement shall:
(i) indicate the competent authority that has approved, in accordance with this Regulation, the (registration document/securities note/EU Follow-on prospectus);
(ii) specify that such approval does not constitute an endorsement of the issuer or of the quality of the securities to which the (registration document/securities note/EU Follow-on prospectus) relates;
(iii) specify that the competent authority’s approval only attests to the (registration document/securities note/EU Follow-on prospectus)’s compliance with the standards of completeness, comprehensibility and consistency required by this Regulation;
(iv) specify that the (registration document/securities note/EU Follow-on prospectus) has been drawn up as (part of) an EU Follow-on prospectus in accordance with Article 14a.
IV. Risk factors (Registration document/Securities note)
A description of the material risks, in a limited number of categories, that are specific to the issuer (registration document/EU Follow-on prospectus) and 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 (securities note/EU Follow-on prospectus) in a section headed Risk Factors.
The risks shall be corroborated by the content of the (registration document/securities note/EU Follow-on prospectus).
V. Financial information (Registration document)
The financial statements (annual and half-yearly) published over 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 must be required where they postdate the half-yearly financial statements.
The annual financial statements must be independently audited. The audit report shall be prepared in accordance with Directive 2006/43/EC and Regulation (EU) No 537/2014.
Where Directive 2006/43/EC and Regulation (EU) No 537/2014 do not apply, the annual financial statements must 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 must be included in the EU Follow-on prospectus:
(i) a prominent statement disclosing which auditing standards have been applied;
(ii) an explanation of any significant departures from the International Standards on Auditing.
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 must be given, and such qualifications, modifications, disclaimers or emphasis of matter must be reproduced in full.
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 must also be included, or an appropriate negative statement must be included.
VI. Trend information (Registration document)
A description of:
(i) any material adverse change in the prospects of the issuer since the date of its last published audited financial statements;
(ii) 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 as referred to in point (i) or (ii) of this section, a statement to that effect is to be made.
VII. Details of the offerNot applicable to non-equity securities referred to in Article 7(1), second subparagraph, points (a) and (b). or admission to trading (Securities note)
Set out the offer price, the number of securities offered, the amount of the issue or offer and the conditions to which the offer is subject. 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.
Provide information regarding where investors may subscribe for the securities, the duration of the offer period, including any possible amendments thereto, and a description of the application process together with the issue date of new securities.
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. Indication of the material features of the agreements, including the quotas. Where not all of the issue is underwritten, a statement of the portion not covered. Indication of the overall amount of the underwriting commission and of the placing commission.
Where applicable, indicate the regulated markets, the SME growth markets or the MTFs where the securities are to be admitted to trading and, if known, the earliest dates on which the securities will be admitted to trading.
VIII. Essential information on the securities (Securities note)
The purpose of this section is to provide the following essential information about the securities offered to the public or admitted to trading on a regulated market:
(i) the international security identification number (ISIN);
(ii) the rights attached to the securities, the procedure for the exercise of those rights and any limitations of those rights;
(iii) the price at which the securities will be offered or, if the price is not known, an indication of the maximum price or a description of the method for determining the price, pursuant to Article 17 of this Regulation and the process for its disclosure;
(iv) information relating to interest payable or a description of the underlying, including the method used to relate the underlying and the rate, and an indication where information about the past and future performance of the underlying and its volatility can be obtained;
(v) a description of the type, class and amount of the securities being offered to the public or admitted to trading on a regulated market;
(vi) 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; and
(vii) where applicable, information on the underlying securities and, where applicable, the issuer of the underlying securities.
IX. Reasons for the offer, use of proceeds and, where applicable, ESG-related information (Securities note)
For non-equity securities other than those referred to in Article 7(1), second subparagraph, provide information on the reasons for the offer 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 must state the amount and sources of other funds needed.
For non-equity securities referred to in Article 7(1), second subparagraph, the use and estimated net amount of the proceeds.
Where applicable, ESG-related information in accordance with the schedule as further specified in the delegated act referred to in Article 13(1), first subparagraph, taking into account the conditions set out in Article 13(1), second subparagraph, point (g).
X. Conflicts of interest (Securities note)
Provide information about any interests related to the issuance, including conflicts of interest, and details of the persons involved and the nature of the interests.
XI. Documents available (Registration document)
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.
An indication of the website on which the documents may be inspected.