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Regulation (EU) 2021/337 of the European Parliament and of the Council of 16 February 2021 amending Regulation (EU) 2017/1129 as regards the EU Recovery prospectus and targeted adjustments for financial intermediaries and Directive 2004/109/EC as regards the use of the single electronic reporting format for annual financial reports, to support the recovery from the COVID-19 crisis (Text with EEA relevance)
ANNEX

ANNEX

ANNEX Va

MINIMUM INFORMATION TO BE INCLUDED IN THE EU RECOVERY PROSPECTUS

    I.Summary

    The EU Recovery prospectus must include a summary drawn up in accordance with Article 7(12a).

    II.Name of the issuer, country of incorporation, link to the issuer’s website

    Identify the company issuing shares, including its legal entity identifier (LEI), its legal and commercial name, its country of incorporation and the website where investors can find information on the company’s business operations, the products it makes or the services it provides, the principal markets where it competes, its major shareholders, the composition of its administrative, management and supervisory bodies and of its senior management and, where applicable, information incorporated by reference (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).

    III.Responsibility statement and statement on the competent authority

      1.Responsibility statement

      Identify the persons responsible for drawing up the EU Recovery prospectus and include a statement by those persons that, to the best of their knowledge, the information contained in the EU Recovery prospectus is in accordance with the facts and that the EU Recovery prospectus makes no omission likely to affect its import.

      Where applicable, the statement must contain information sourced from third parties, including the source(s) of that information, and statements or reports attributed to a person as an expert and the following details of that person:

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

      2.Statement on the competent authority

      The statement must indicate the competent authority that has approved, in accordance with this Regulation, the EU Recovery prospectus, specify that such approval is not an endorsement of the issuer nor of the quality of the shares to which the EU Recovery prospectus relates, that the competent authority has only approved the EU Recovery prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by this Regulation, and specify that the EU Recovery prospectus has been drawn up in accordance with Article 14a.

    IV.Risk factors

    A description of the material risks that are specific to the issuer and a description of the material risks that are specific to the shares being offered to the public and/or admitted to trading on a regulated market, 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 as well as on the shares being offered to the public and/or admitted to trading on a regulated market and the probability of their occurrence, shall be set out first. The risks shall be corroborated by the content of the EU Recovery prospectus.

    V.Financial statements

    The EU Recovery prospectus must include the financial statements (annual and half-yearly) published over the period of 12 months prior to the approval of the EU Recovery prospectus. Where both annual and half-yearly financial statements have been published, only the annual statements must be required where they postdate the half-yearly financial statements.

    The annual financial statements must be independently audited. The audit report must be prepared in accordance with Directive 2006/43/EC of the European Parliament and of the Council(1) and Regulation (EU) No 537/2014 of the European Parliament and of the Council(2).

    Where Directive 2006/43/EC and Regulation (EU) No 537/2014 do not apply, the annual financial statements must be audited or reported on as to whether or not, for the purposes of the EU Recovery prospectus, they give 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 EU Recovery prospectus:

    1. a prominent statement disclosing which auditing standards have been applied;
    2. an explanation of any significant departures from International Standards on Auditing.

    Where audit reports on the annual financial statements 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.

    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, must also be included, or an appropriate negative statement must be included.

    Where applicable, pro forma information must also be included.

    VI.Dividend policy

    A description of the issuer’s policy on dividend distributions and any current restrictions thereon, as well as on share repurchases.

    VII.Trend information

    A description of:

    1. the most significant recent trends in production, sales and inventory, and costs and selling prices since the end of the last financial year to the date of the EU Recovery prospectus;
    2. information on any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the issuer’s prospects for at least the current financial year;
    3. information on the issuer’s short and long-term financial and non-financial business strategy and objectives, including, if applicable, a specific reference of not less than 400 words to the business and financial impact of the COVID-19 pandemic on the issuer and the anticipated future impact of the same.

    If there is no significant change in either of the trends referred to in points (a) or (b) of this section, a statement to that effect is to be made.

    VIII.Terms and conditions of the offer, firm commitments and intentions to subscribe and key features of the underwriting and placement agreements

    Set out the offer price, the number of shares offered, the amount of the issue/offer, the conditions to which the offer is subject, and the procedure for the exercise of any right of pre-emption.

    To the extent known to the issuer, provide information on whether major shareholders or members of the issuer’s management, supervisory or administrative bodies intend to subscribe for the offer, or whether any person intends to subscribe for more than 5 % of the offer.

    Present any firm commitments to subscribe for more than 5 % of the offer and all material features of the underwriting and placement agreements, including the name and address of the entities agreeing to underwrite or place the issue on a firm commitment basis or under best efforts arrangements and the quotas.

    IX.Essential information on the shares and on their subscription

    Provide the following essential information about the shares offered to the public or admitted to trading on a regulated market:

    1. the international security identification number (ISIN);
    2. the rights attached to the shares, the procedure for the exercise of those rights and any limitations of those rights;
    3. where the shares can be subscribed as well as on the time period, including any possible amendments, during which the offer will be open and a description of the application process together with the issue date of new shares.

    X.Reasons for the offer and use of proceeds

    Provide information on the 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.

    Where the issuer is aware that the anticipated proceeds will not be sufficient to fund all the proposed uses, it must state the amount and sources of other funds needed. Details must also be given with regard to the use of the proceeds, in particular where proceeds 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.

    XI.Receipt of state aid support

    Provide a statement with information as to whether the issuer has benefited from state aid in whatever form in the context of the recovery as well as the purpose of the aid, type of instrument and amount of the aid received and conditions attached to it, if any.

    The statement as to whether the issuer received state aid must contain a declaration that the information is provided solely under the responsibility of the persons responsible for the prospectus, as referred to in Article 11(1), that the competent authority’s role in approving the prospectus is to scrutinise its completeness, comprehensibility and consistency, and that therefore in respect of the statement on state aid the competent authority is not obliged to independently verify that statement.

    XII.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 the issuer proposes to provide the additional working capital needed.

    XIII.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 EU Recovery prospectus. 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 must be given through the presentation of a narrative description of such changes or through the updating of those figures.

    XIV.Conflicts of interest

    Provide information about any interests related to the issuance, including conflicts of interest, and details of the persons involved and the nature of the interests.

    XV.Dilution and shareholding after the issuance

    Present a comparison of participation in share capital and voting rights for existing shareholders before and after the capital increase resulting from the public offer, with the assumption that existing shareholders do not subscribe for the new shares and, separately, with the assumption that existing shareholders do take up their entitlement.

    XVI.Documents available

    A statement that for the term of the EU Recovery prospectus the following documents, where applicable, can be inspected:

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

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