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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 9

ANNEX 9

Item 8.2

    Historical Financial Information

    Where, since the date of incorporation or establishment, an issuer has commenced operations and financial statements have been drawn up, the registration document must contain audited historical financial information covering the latest two financial years (at least 24 months or such shorter period as the issuer has been in operation) and the audit report in respect of each year.

Item 8.2.1

    Change of accounting reference date

    If the issuer has changed its accounting reference date during the period for which historical financial information is required, the historical financial information shall cover at least 24 months, or the entire period for which the issuer has been in operation, whichever is the shorter.

Item 8.2.2

    Accounting standards

    The financial information must be prepared according to International Financial Reporting Standards as endorsed in the Union based on Regulation (EC) No 1606/2002.

    If Regulation (EC) No 1606/2002 is not applicable the financial statements must be prepared in accordance with:

    1. a Member State’s national accounting standards for issuers from the EEA as required by Directive 2013/34/EU;
    2. a third country’s national accounting standards equivalent to Regulation (EC) No 1606/2002 for third country issuers. If such third country’s national accounting standards are not equivalent to Regulation (EC) No 1606/2002 the financial statements shall be restated in compliance with Regulation (EC) No 1606/2002.
Item 8.2.3

    Change of accounting framework

    The last year’s historical financial information, containing comparative information for the previous year, must be presented and prepared in a form consistent with the accounting standards framework that will be adopted in the issuer’s next annual published financial statements having regard to accounting standards and policies and legislation applicable to such annual financial statements.

    Changes within the issuer’s existing accounting framework do not require the audited financial statements to be restated. However, if the issuer intends to adopt a new accounting standards framework in its next published financial statements, at least one complete set of financial statements, (as defined by IAS 1 Presentation of Financial Statements), including comparatives, must be presented in a form consistent with that which will be adopted in the issuer’s next published annual financial statements, having regard to accounting standards and policies and legislation applicable to such annual financial statements.

Item 8.2.4

Where the audited financial information is prepared according to national accounting standards, financial information required under this heading must include at least the following:

  1. the balance sheet;
  2. the income statement;
  3. the accounting policies and explanatory notes.
Item 8.2.a

This paragraph (items 8.2.a, 8.2.a.1, 8.2.a.2 and 8.2.a.3) may be used only for issues of asset-backed securities having a denomination per unit of at least EUR 100000 or which are to be traded only on a regulated market, and/or a specific section thereof, to which only qualified investors have access for the purpose of trading in the securities.

    Historical financial information

    Where, since the date of incorporation or establishment, an issuer has commenced operations and financial statements have been drawn up, the registration document must contain historical financial information covering the latest two financial years (at least 24 month or such shorter period as the issuer has been in operation) and the audit report in respect of each year.

Item 8.2.a.1

    Accounting standards

    The financial information must be prepared according to International Financial Reporting Standards as adopted by the Union based on Regulation (EC) No 1606/2002.

    If Regulation (EC) No 1606/2002 is not applicable, the financial statements must be prepared in accordance with:

    1. a Member State’s national accounting standards for issuers from the EEA as required by the Directive 2013/34/EU;
    2. a third country’s national accounting standards equivalent to Regulation (EC) No 1606/2002 for third country issuers.

    Otherwise the following information must be included in the registration document:

    1. a prominent statement that the financial information included in the registration document has not been prepared in accordance with Regulation (EC) No 1606/2002 as adopted by the Union and that there may be material differences in the financial information had Regulation (EC) No 1606/2002 been applied to the historical financial information;
    2. immediately following the historical financial information a narrative description of the differences between Regulation (EC) No 1606/2002 as adopted by the Union and the accounting principles adopted by the issuer in preparing its annual financial statements.
Item 8.2.a.2

Where the audited financial information is prepared according to national accounting standards, it must include at least the following:

  1. the balance sheet;
  2. the income statement;
  3. the accounting policies and explanatory notes.
Item 8.2.a.3

Audit report

The historical annual financial information 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 historical financial information must be audited or reported on as to whether or not, for the purposes of the registration document, it gives 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 registration document:

  1. a prominent statement disclosing which auditing standards have been applied;
  2. an explanation of any significant departures from International Standards on Auditing.
Item 8.2.a.4A statement that the historical financial information has been audited. Where audit reports on the historical financial information 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.
REGISTRATION DOCUMENT FOR ASSET-BACKED 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 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.
Item 1.2

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.

Item 1.3

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:

  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 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 1.4Where 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, the issuer shall identify the source(s) of the information.
Item 1.5

A statement that:

  1. the [registration document/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 [registration document/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 issuer that is the subject of this [registration document/prospectus].
SECTION 2STATUTORY AUDITORS
Item 2.1Names and addresses of the issuer’s auditors for the period covered by the historical financial information (together with any membership in a professional body).
SECTION 3RISK FACTORS
Item 3.1

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 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 probability of their occurrence, shall be set out first. The risk factors shall be corroborated by the content of the registration document.

SECTION 4INFORMATION ABOUT THE ISSUER
Item 4.1A statement whether the issuer has been established as a special purpose vehicle or entity for the purpose of issuing asset backed securities.
Item 4.2The legal and commercial name of the issuer and the legal entity identifier (LEI).
Item 4.3The place of registration of the issuer and its registration number.
Item 4.4The date of incorporation and the length of life of the issuer, except where the period is indefinite.
Item 4.5The domicile and legal form of the issuer, the legislation under which the issuer operates, its country of incorporation, the address and telephone number of its registered office (or principal place of business if different from its registered office) and website of the issuer, if any, or website of a third party or guarantor, 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.
Item 4.6Description of the amount of the issuer’s authorised and issued capital and the amount of any capital agreed to be issued, the number and classes of the securities of which it is composed.
SECTION 5BUSINESS OVERVIEW
Item 5.1A brief description of the issuer’s principal activities.
SECTION 6ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES
Item 6.1

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:

  1. members of the administrative, management or supervisory bodies;
  2. partners with unlimited liability, in the case of a limited partnership with a share capital.
SECTION 7MAJOR SHAREHOLDERS
Item 7.1To 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.
SECTION 8FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION, AND PROFITS AND LOSSES
Item 8.1Where, since the date of incorporation or establishment, an issuer has not commenced operations and no financial statements have been drawn up as at the date of the registration document, a statement to that effect shall be provided in the registration document.
Item 8.3

    Legal and arbitration proceedings

    Information on any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the company 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.

Item 8.4

    Material adverse change in the issuer’s financial position

    Where an issuer has prepared financial statements, include a statement that there has been no material adverse change in the financial position or prospects of the issuer since the date of its last published audited financial statements. Where a material adverse change has occurred, this must be disclosed in the registration document.

SECTION 9DOCUMENTS AVAILABLE
Item 9.1

A statement that for the term of the registration document the following documents, where applicable, may be inspected:

  1. the memorandum and up to date articles of association of the issuer;
  2. all reports, letters, and other documents, historical financial information, valuations and statements prepared by any expert at the issuer’s request any part of which is included or referred to in the registration document.

An indication of the website on which the documents may be inspected.