|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 registration document 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 registration document that to the best of their knowledge, the information contained in the registration document is in accordance with the facts and that the registration document makes no omission likely to affect its import.
Where applicable, a declaration by those responsible for certain parts of the registration document that, to the best of their knowledge, the information contained in those parts of the registration document for which they are responsible is in accordance with the facts and that those parts of the registration document make no omission likely to affect their import.
Where a statement or report attributed to a person as an expert is included in the Registration Document, provide the following details for 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 registration document with the consent of the person who has authorised the contents of that part of the registration document 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||STATUTORY AUDITORS|
|Item 2.1||Names of the issuer’s auditors for the period covered by the historical financial information (together with their membership in a professional body).|
|SECTION 3||RISK FACTORS|
A description of the material risks that are specific to the issuer, in a limited number of categories, in a section headed Risk Factors.
In each category, the most material risks, in the assessment undertaken by 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 probability of their occurrence shall be set out first. The risks shall be corroborated by the content of the registration document.
|SECTION 4||INFORMATION ABOUT THE ISSUER|
|Item 4.1||The legal and commercial name of the issuer.|
|Item 4.2||The domicile and legal form of the issuer, legal entity identifier (LEI), the legislation under which the issuer operates, its country of incorporation, the address, telephone number of its registered office (or principal place of business if different from its registered office) and website of the issuer, if any, 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 prospectus.|
|SECTION 5||BUSINESS OVERVIEW|
A brief description of:
|SECTION 6||TREND INFORMATION|
A description of:
|SECTION 7||PROFIT FORECASTS OR ESTIMATES|
|Item 7.1||Where an issuer has published a profit forecast or a profit estimate (which is still outstanding and valid), that forecast or estimate shall be included in the registration document. If a profit forecast or profit estimate has been published and is still outstanding, but no longer valid, then provide a statement to that effect and an explanation of why such forecast or estimate is no longer valid. Such an invalid forecast or estimate is not subject to the requirements in items 7.2 and 7.3.|
Where an issuer chooses to include a new profit forecast or a new profit estimate, or where the issuer includes a previously published profit forecast or a previously published profit estimate pursuant to item 7.1, the profit forecast or estimate shall be clear and unambiguous and shall contain a statement setting out the principal assumptions upon which the issuer has based its forecast, or estimate.
The forecast or estimate shall comply with the following principles:
The prospectus shall include a statement that the profit forecast or estimate has been compiled and prepared on a basis which is both:
|SECTION 8||ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES AND SENIOR MANAGEMENT|
Names, business addresses and functions within the issuer of the following persons and an indication of the principal activities performed by them outside of that issuer where these are significant with respect to that issuer:
Details of the nature of any family relationship between any of the persons referred to in points (a) to (d).
To the extent not already disclosed, and in the case of new members of the administrative, management or supervisory bodies of the issuer (since the date of the latest audited annual financial statements) and of each person referred to in points (b) and (d) of the first subparagraph the following information:
If there is no such information required to be disclosed, a statement to that effect is to be made.
Potential conflicts of interest between any duties carried out on behalf of the issuer by the persons referred to in item 8.1 and their private interests or other duties must be clearly stated. In the event that there are no such conflicts a statement to that effect must be made.
Any arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any person referred to in item 8.1 was selected as a member of the administrative, management or supervisory bodies or member of senior management.
Details of any restrictions agreed by the persons referred to in item 8.1 on the disposal within a certain period of time of their holdings in the issuer’s securities.
|SECTION 9||MAJOR SHAREHOLDERS|
|Item 9.1||In so far as is known to the issuer, the name of any person other than a member of the administrative, management or supervisory bodies who, directly or indirectly, has an interest in the issuer’s capital or voting rights which is notifiable under the issuer’s national law, together with the amount of each such person’s interest, as of the date of the registration document or, if there are no such persons, an appropriate statement to that that effect that no such person exists.|
|Item 9.2||Whether the issuer’s major shareholders have different voting rights, or an appropriate statement to the effect that no such voting rights exist.|
|Item 9.3||To the extent known to the issuer, state whether the issuer is directly or indirectly owned or controlled and by whom and describe the nature of such control and describe the measures in place to ensure that such control is not abused.|
|Item 9.4||A description of any arrangements, known to the issuer, the operation of which may at a subsequent date result in a change in control of the issuer.|
|SECTION 10||RELATED PARTY TRANSACTIONS|
Details of related party transactions (which for these purposes are those set out in the Standards adopted in accordance with Regulation (EC) No 1606/2002), that the issuer has entered into since the date of the last financial statements, must be disclosed in accordance with the respective standard adopted under Regulation (EC) No 1606/2002 if applicable.
If such standards do not apply to the issuer the following information must be disclosed:
|SECTION 11||FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS, AND LOSSES|
Financial statements (annual and half-yearly) are required to be published covering the period of 12 months prior to the approval of the prospectus.
Where both annual and half-yearly financial statements have been published, only the annual statements shall be required where they postdate the half-yearly financial statements.
Legal and arbitration proceedings
Information on any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the issuer is aware), during a period covering at least the previous 12 months which may have, or have had in the recent past significant effects on the issuer and/or group’s financial position or profitability, or provide an appropriate negative statement.
Significant change in the issuer’s financial position
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, or provide an appropriate negative statement.
Pro forma financial information
In the case of a significant gross change, a description of how the transaction may have affected the assets and liabilities and earnings of the issuer, had the transaction been undertaken at the commencement of the period being reported on or at the date reported.
This requirement will normally be satisfied by the inclusion of pro forma financial information. This pro forma financial information must be presented as set out in Annex 20 and must include the information indicated therein.
Pro forma financial information must be accompanied by a report prepared by independent accountants or auditors.
|SECTION 12||ADDITIONAL INFORMATION|
|SECTION 13||REGULATORY DISCLOSURES|
A summary of the information disclosed under Regulation (EU) No 596/2014 over the last 12 months which is relevant as at the date of the prospectus. The summary shall be presented in an easily analysable, concise and comprehensible form and shall not be a replication of information already published under Regulation (EU) No 596/2014.
The summary shall be presented in a limited number of categories depending on their subject.
|SECTION 14||MATERIAL CONTRACTS|
A brief summary of each material contract, other than contracts entered into in the ordinary course of business, to which the issuer or any member of the group is a party, for the two years immediately preceding publication of the registration document.
A brief summary of any other contract (not being a contract entered into in the ordinary course of business) entered into by any member of the group which contains any provision under which any member of the group has any obligation or entitlement which is material to the group as at the date of the registration document.
|SECTION 15||DOCUMENTS AVAILABLE|
A statement that for the term of the registration document the following documents, where applicable, can be inspected:
An indication of the website on which the documents may be inspected.