|SECTION 1||PERSONS RESPONSIBLE, THIRD PARTY INFORMATION, EXPERTS’ REPORTS AND COMPETENT AUTHORITY APPROVAL|
|Item 1.1||Identify all persons responsible for the information or any parts of it, given in the securities note with, in the latter case, an indication of such parts. In the case of natural persons, including members of the issuer’s administrative, management or supervisory bodies, indicate the name and function of the person; in the case of legal persons indicate the name and registered office.|
A declaration by those responsible for the securities note that to the best of their knowledge, the information contained in the securities note is in accordance with the facts and that the securities note makes no omission likely to affect its import.
Where applicable, a declaration by those responsible for certain parts of the securities note that, to the best of their knowledge, the information contained in those parts of the securities note for which they are responsible is in accordance with the facts and that those parts of the securities note make no omission likely to affect their import.
Where a statement or report attributed to a person as an expert, is included in the securities note, provide the following in relation to that person:
If the statement or report has been produced at the issuer’s request, state that such statement or report has been included in the securities note with the consent of the person who has authorised the contents of that part of the securities note for the purpose of the prospectus.
|Item 1.4||Where information has been sourced from a third party, provide a confirmation that this information has been accurately reproduced and that as far as the issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. In addition, identify the source(s) of the information.|
A statement that:
|SECTION 2||RISK FACTORS|
A description of the material risks that are specific to the securities being offered and/or admitted to trading in a limited number of categories, in a section headed Risk Factors.
In each category the most material risks, in the assessment of the issuer, offeror or person asking for admission to trading on a regulated market, taking into account the negative impact on the issuer and the securities and the probability of their occurrence, shall be set out first. The risks shall be corroborated by the content of the securities note.
|SECTION 3||ESSENTIAL INFORMATION|
Working capital statement
Statement by the issuer that, in its opinion, the working capital is sufficient for the issuer’s present requirements or, if not, how it proposes to provide the additional working capital needed.
Capitalisation and indebtedness
A statement of capitalisation and indebtedness (distinguishing between guaranteed and unguaranteed, secured and unsecured indebtedness) as of a date no earlier than 90 days prior to the date of the document. The term indebtedness also includes indirect and contingent indebtedness.
In the case of material changes in the capitalisation and indebtedness position of the issuer within the 90 day period, additional information shall be given through the presentation of a narrative description of such changes or through the updating of those figures.
Interest of natural and legal persons involved in the issue/offer
A description of any interest, including a conflict of interest that is material to the issue/offer, detailing the persons involved and the nature of the interest.
Reasons for the offer and use of proceeds
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. If the issuer is aware that the anticipated proceeds will not be sufficient to fund all the proposed uses, then state the amount and sources of other funds needed. Details must be also given with regard to the use of the proceeds, in particular when they 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.
|SECTION 4||INFORMATION CONCERNING THE SECURITIES TO BE OFFERED/ADMITTED TO TRADING|
|Item 4.1||A description of the type and the class of the securities being offered and/or admitted to trading, including the international security identification number (ISIN).|
|Item 4.2||Legislation under which the securities have been created.|
|Item 4.3||An indication whether the securities are in registered form or bearer form and whether the securities are in certificated form or book-entry form. In the latter case, name and address of the entity in charge of keeping the records.|
|Item 4.4||Currency of the securities issue.|
A description of the rights attached to the securities, including any limitations of those rights and procedure for the exercise of those rights:
|Item 4.6||In the case of new issues, a statement of the resolutions, authorisations and approvals by virtue of which the securities have been or will be created and/or issued.|
|Item 4.7||In the case of new issues, the expected issue date of the securities.|
|Item 4.8||A description of any restrictions on the transferability of the securities.|
Statement on the existence of any national legislation on takeovers applicable to the issuer which may frustrate such takeovers if any.
A brief description of the shareholders’ rights and obligations in case of mandatory takeover bids and/or squeeze-out or sell-out rules in relation to the securities.
|Item 4.10||An indication of public takeover bids by third parties in respect of the issuer’s equity, which have occurred during the last financial year and the current financial year. The price or exchange terms attaching to such offers and the outcome thereof must be stated.|
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.
Information on the taxation treatment of the securities where the proposed investment attracts a tax regime specific to that type of investment.
|Item 4.12||Where applicable, the potential impact on the investment in the event of resolution under Directive 2014/59/EU of the European Parliament and of the Council(1).|
|Item 4.13||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.|
|SECTION 5||TERMS AND CONDITIONS OF THE OFFER OF SECURITIES TO THE PUBLIC|
|SECTION 6||ADMISSION TO TRADING AND DEALING ARRANGEMENTS|
|Item 6.1||An indication as to whether the securities offered are or will be the object of an application for admission to trading, with a view to their distribution in a regulated market or third country market, SME Growth Market or MTF with an indication of the markets in question. This circumstance must be set out, without creating the impression that the admission to trading will necessarily be approved. If known, the earliest dates on which the securities will be admitted to trading.|
|Item 6.2||All the regulated markets, third country markets, SME Growth Market or MTFs on which, to the knowledge of the issuer, securities of the same class of the securities to be offered or admitted to trading are already admitted to trading.|
|Item 6.3||If simultaneously or almost simultaneously with the application for the admission of the securities to a regulated market, securities of the same class are subscribed for or placed privately or if securities of other classes are created for public or private placing, give details of the nature of such operations and of the number, characteristics and price of the securities to which they relate.|
|Item 6.4||In case of an admission to trading on a regulated market, details of the entities which have given a firm commitment to act as intermediaries in secondary trading, providing liquidity through bid and offer rates and a description of the main terms of their commitment.|
Over-allotment and green shoe:
In case of an admission to trading on a regulated market, SME Growth Market or an MTF:
|SECTION 7||SELLING SECURITIES HOLDERS|
|Item 7.1||Name and business address of the person or entity offering to sell the securities, the nature of any position office or other material relationship that the selling persons has had within the past three years with the issuer or any of its predecessors or affiliates.|
|Item 7.2||The number and class of securities being offered by each of the selling security holders.|
|Item 7.3||Where a major shareholder is selling the securities, the size of its shareholding both before and immediately after the issuance.|
In relation to lock-up agreements, provide details of the following:
|SECTION 8||EXPENSE OF THE ISSUE/OFFER|
|Item 8.1||The total net proceeds and an estimate of the total expenses of the issue/offer.|
A comparison of:
|Item 9.2||Where existing shareholders will be diluted regardless of whether they subscribe for their entitlement, because a part of the relevant share issue is reserved only for certain investors (e.g. an institutional placing coupled with an offer to shareholders), an indication of the dilution existing shareholders will experience shall also be presented on the basis that they do take up their entitlement (in addition to the situation in item 9.1 where they do not).|
|SECTION 10||ADDITIONAL INFORMATION|
|Item 10.1||If advisors connected with an issue are referred to in the Securities Note, a statement of the capacity in which the advisors have acted.|
|Item 10.2||An indication of other information in the securities note which has been audited or reviewed by statutory auditors and where auditors have produced a report. Reproduction of the report or, with permission of the competent authority, a summary of the report.|