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Supplementing Regulation (EU) 2017/1129 of the European Parliament and of the Council as regards the format, content, scrutiny and approval of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market
ANNEX 15

ANNEX 15

SECURITIES NOTE FOR WHOLESALE NON-EQUITY SECURITIES
SECTION 1PERSONS RESPONSIBLE, THIRD PARTY INFORMATION, EXPERTS’ REPORTS AND COMPETENT AUTHORITY APPROVAL
Item 1.1Identify 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.Category A
Item 1.2

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.

Category A
Item 1.3

Where a statement or report, attributed to a person as an expert, is included in the securities note, provide the following details for that person:

  1. name;
  2. business address;
  3. qualifications;
  4. material interest if any in the issuer.

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.

Category A
Item 1.4Where 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.Category C
Item 1.5

A statement that:

  1. this [securities note/prospectus] has been approved by the [name of competent authority], as competent authority under Regulation (EU) 2017/1129;
  2. the [name of competent authority] only approves this [securities note/prospectus] as meeting the standards of completeness, comprehensibility and consistency imposed by Regulation (EU) 2017/1129;
  3. such approval should not be considered as an endorsement of the quality of the securities that are the subject of this [securities note/prospectus]; and
  4. investors should make their own assessment as to the suitability of investing in the securities.
Category A
SECTION 2RISK FACTORS
Item 2.1

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.

Risks to be disclosed shall include:

  1. those resulting from the level of subordination of a security and the impact on the expected size or timing of payments to holders of the securities under bankruptcy, or any other similar procedure, including, where relevant, the insolvency of a credit institution or its resolution or restructuring in accordance with Directive 2014/59/EU;
  2. in cases where the securities are guaranteed, the specific and material risks related to the guarantor to the extent they are relevant to its ability to fulfil its commitment under the guarantee.

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.

Category A
SECTION 3ESSENTIAL INFORMATION
Item 3.1

Interest of natural and legal persons involved in the issue.

A description of any interest, including a conflict of interest that is material to the issue, detailing the persons involved and the nature of the interest.

Category C
Item 3.2The use and estimated net amount of the proceeds.Category C
SECTION 4INFORMATION CONCERNING THE SECURITIES TO BE ADMITTED TO TRADING
Item 4.1Total amount of securities being admitted to trading.Category C
Item 4.2
  1. A description of the type and the class of the securities being admitted to trading;
Category B
  1. The international security identification number (ISIN).
Category C
Item 4.3Legislation under which the securities have been created.Category A
Item 4.4
  1. An indication of whether the securities are in registered or bearer form and whether the securities are in certificated or book-entry form.
Category A
  1. In the case of securities registered in book-entry form, the name and address of the entity in charge of keeping the records.
Category C
Item 4.5Currency of the securities issue.Category C
Item 4.6The 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 4.7A description of the rights, including any limitations of these, attached to the securities and procedure for the exercise of said rights.Category B
Item 4.8
  1. The nominal interest rate;
Category C
  1. the provisions relating to interest payable;
Category B
  1. the date from which interest becomes payable;
Category C
  1. the due dates for interest;
Category C
  1. the time limit on the validity of claims to interest and repayment of principal.
Category B
Where the rate is not fixed:
  1. a statement setting out the type of underlying;
Category A
  1. a description of the underlying on which the rate is based;
Category C
  1. the method used to relate the rate with the underlying;
Category B
  1. a description of any market disruption or settlement disruption events that affect the underlying;
Category B
  1. any adjustment rules with relation to events concerning the underlying;
Category C
  1. the name of the calculation agent.
Category C
Item 4.9
  1. Maturity date.
Category C
  1. Details of the arrangements for the amortisation of the loan, including the repayment procedures. Where advance amortisation is contemplated, on the initiative of the issuer or of the holder, it shall be described, stipulating amortisation terms and conditions.
Category B
Item 4.10An indication of yield.Category C
Item 4.11Representation of debt security holders including an identification of the organisation representing the investors and provisions applying to such representation. Indication of the website where investors may have free access to the contracts relating to these forms of representation.Category B
Item 4.12A statement of the resolutions, authorisations and approvals by virtue of which the securities have been created and/or issued.Category C
Item 4.13The issue date of the securities.Category C
Item 4.14A description of any restrictions on the transferability of the securities.Category A
Item 4.15If 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 5ADMISSION TO TRADING AND DEALING ARRANGEMENTS
Item 5.1
  1. An indication of the regulated market, or other third country market, SME Growth Market or MTF where the securities will be traded and for which a prospectus has been published.
Category B
  1. If known, give the earliest dates on which the securities will be admitted to trading.
Category C
Item 5.2Name and address of any paying agents and depository agents in each country.Category C
SECTION 6EXPENSE OF THE ADMISSION TO TRADING
Item 6.1An estimate of the total expenses related to the admission to trading.Category C
SECTION 7ADDITIONAL INFORMATION
Item 7.1If advisors are referred to in the Securities Note, a statement of the capacity in which the advisors have acted.Category C
Item 7.2An indication of other information in the Securities Note which has been audited or reviewed by auditors and where auditors have produced a report. Reproduction of the report or, with permission of the competent authority, a summary of the report.Category A
Item 7.3Credit ratings assigned to the securities at the request or with the cooperation of the issuer in the rating process. A brief explanation of the meaning of the ratings if this has previously been published by the rating provider.Category C