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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 23

ANNEX 23

Item 1.5WarningsItem 1.5.1

Statements by the issuer with regard to the following:

  1. the summary should be read as an introduction to the EU Growth prospectus and that any decision to invest in the securities should be based on a consideration of the EU Growth prospectus as a whole by the investor;
  2. where applicable, that the investor could lose all or part of the invested capital and, where the investor’s liability is not limited to the amount of the investment, a warning that the investor could lose more than the invested capital and the extent of such potential loss;
  3. where a claim relating to the information contained in an EU Growth prospectus is brought before a court, the plaintiff investor may, under the national law of the Member States, have to bear the costs of translating the EU Growth prospectus before the legal proceedings are initiated;
  4. the fact that civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only where the summary is misleading, inaccurate or inconsistent when read together with the other parts of the EU Growth prospectus, or where it does not provide, when read together with the other parts of the EU Growth prospectus, key information in order to aid investors when considering whether to invest in such securities;
  5. where applicable, the comprehension alert required in accordance with point (b) of Article 8(3) of Regulation (EU) No 1286/2014.
Item 2.1Who is the issuer of the securities?Item 2.1.1

Information about the issuer:

  1. its legal form, the law under which it operates and its country of incorporation;
  2. its principal activities;
  3. its controlling shareholder(s), including whether it is directly or indirectly controlled;
  4. name of the Chief Executive Officer (or equivalent).
Item 2.2What is the key financial information regarding the issuer?Item 2.2.1

Key financial information presented for each financial year of the period covered by the historical financial information, and if included in the prospectus any subsequent interim financial period accompanied by comparative data from the same period in the prior financial year. The requirement for comparative balance sheet information shall be satisfied by presenting the year-end balance sheet information.

The key financial information shall include financial measures, which appear in the prospectus. These financial measures should provide information on:

  1. revenue, profitability, assets, capital structure and, where included in the prospectus, cash flows; and
  2. key performance indicators, where included in the prospectus.

The key financial information shall, where applicable, include:

  1. condensed pro forma financial information and a brief explanation of what the pro forma financial information illustrates and the material adjustments done;
  2. a brief description of any qualifications in the audit report relating to the historical financial information.
Item 2.3What are the key risks that are specific to the issuer?Item 2.3.1A brief description of the most material risk factors specific to the issuer contained in the EU Growth prospectus, while not exceeding the total number of risk factors set out in Article 33(8) of this Regulation.Item 3.1What are the main features of the securities?Item 3.1.1

Information about the securities:

  1. their type and class;
  2. where applicable, their currency, denomination, the number of securities issued and the term of the securities;
  3. the rights attached to the securities;
  4. 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;
  5. where applicable, the dividend or pay-out policy.
Item 3.2Where will the securities be traded?Item 3.2.1Where applicable, information as to whether the securities are or will be the subject to an application for admission to trading on an MTF or an SME Growth market, the identity of all the markets where the securities are or are to be traded and the details of the admission to trading on an MTF or an SME Growth market.Item 3.4What are the key risks that are specific to the securities?Item 3.4.1A brief description of the most material risk factors specific to the securities contained in the EU Growth prospectus, while not exceeding the total number of risk factors set out in Article 33(8) of this Regulation.Item 4.2Why is this EU Growth prospectus being produced?Item 4.2.1

A brief description of the reasons for the offer as well as, where applicable:

  1. the use and estimated net amount of the proceeds;
  2. where the offer is subject to an underwriting agreement on a firm commitment basis, state any portion not covered;
  3. a description of any material conflict of interest pertaining to the offer or the admission to trading that are described in the prospectus.
Item 4.3Who is the offeror and/or the person asking for admission to trading?Item 4.3.1If different from the issuer, a brief description of the offeror of the securities and/or the person asking for admission to trading on an MTF or an SME Growth Market, including its domicile and legal form, the law under which it operates and its country of incorporation.
SPECIFIC SUMMARY FOR THE EU GROWTH PROSPECTUS
SECTION 1INTRODUCTION
Item 1.1Name and international securities identification number (ISIN) of the securities.
Item 1.2Identity and contact details of the issuer, including its legal entity identifier (LEI).
Item 1.3Identity and contact details of the competent authority that approved the prospectus and, where different, the competent authority that approved the registration document.
Item 1.4Date of approval of the EU Growth prospectus.
SECTION 2KEY INFORMATION ON THE ISSUER
SECTION 3KEY INFORMATION ON THE SECURITIES
Item 3.3

Is there a guarantee attached to the securities?

  1. A brief description of the nature and scope of the guarantee;
  2. a brief description of the guarantor, including its legal entity identifier (LEI);
  3. the relevant key financial information for the purpose of assessing the guarantor’s ability to fulfil its commitments under the guarantee;
  4. a brief description of the most material risk factors pertaining to the guarantor contained in the EU Growth prospectus in accordance with Article 16(3) of Regulation (EU) 2017/1129, while not exceeding the total number of risk factors set out in Article 33(8) of this Regulation.
SECTION 4KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC
Item 4.1

Under which conditions and timetable can I invest in this security?

Where applicable, the general terms, conditions and expected timetable of the offer, the plan for distribution, the amount and percentage of immediate dilution resulting from the offer and an estimate of the total expenses of the issue and/or offer, including estimated expenses charged to the investor by the issuer or the offeror.