Changes from report parliamentary committee draft to plenary report

AddedIII. Risk factors

AddedThe purpose of this section is to describe the main risks which are specific to the securities offered to the public or to be admitted to trading on a regulated market.

AddedIV. Terms and conditions of the securities

AddedThe purpose of this section is to set out the terms and conditions of the securities and provides a detailed description of their characteristics.

AddedV. Details of the offer/admission to trading

AddedThe purpose is to provide information regarding the offer or the admission to trading on a regulated market or an MTF, including the final offer price and amount of securities (whether in number of securities or aggregate nominal amount) which will be offered, the reasons for the offer, the plan for distribution of the securities, the use of proceeds of the offer, the expenses of the issuance and offer, and dilution (for equity securities only).

AddedVI. ESG-related information (non-equity securities only, where applicable)

AddedWhere applicable, ESG-related information in accordance with the delegated act referred to in Article 13(1), second subparagraph, point (g).

AddedVII. Information on the guarantor (non-equity securities only, where applicable)

AddedThe purpose is to provide information on the guarantor of the securities, where applicable, including essential information about the guarantee attached to the securities, the risk factors and financial information specific to the guarantor.

AddedVIII. Information on the underlying securities and the issuer of the underlying securities (where applicable)

AddedThe purpose is to provide, where applicable, information on the underlying securities and, where applicable, on the issuer of the underlying securities.

AddedIX. Information on consent (where applicable)

AddedThe purpose is to provide information on the consent where the issuer or the person responsible for drawing up a prospectus consents to its use in accordance with Article 5(1).

AddedINFORMATION TO BE INCLUDED IN THE EU FOLLOW-ON PROSPECTUS FOR SHARES AND OTHER TRANSFERABLE SECURITIES EQUIVALENT TO SHARES IN COMPANIES

AddedI. Summary

AddedThe EU Follow-on prospectus must include a summary drawn up in accordance with Article 7(12b).

AddedII. Name of the issuer, Member State of incorporation, link to the issuer’s website

AddedIdentify 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).

AddedIII. Responsibility statement and statement on the competent authority

Added1. Responsibility statement

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

AddedWhere 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:

Added(a) name;

Added(b) business address;

Added(c) qualifications; and

Added(d) material interest (if any) in the issuer.

Added2. Statement on the competent authority

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

AddedIV. Risk factors

AddedA 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’.

AddedThe risks shall be corroborated by the content of the EU Follow-on prospectus.

AddedV. Financial statements

AddedThe financial statements (annual and half-yearly) published over the period of 12 months prior to the approval of the EU Follow-on 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.

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

AddedWhere 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 Follow-on 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 Follow-on prospectus:

Added(a) a prominent statement disclosing which auditing standards have been applied;

Added(b) an explanation of any significant departures from International Standards on Auditing.

AddedWhere 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.

AddedA 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.

AddedWhere applicable, pro forma information must also be included.

AddedVI. Dividend policy

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

AddedVII. Trend information

AddedA description of:

Added(a) 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 Follow-on prospectus;

Added(b) 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;

Added(c) information on the issuer’s short and long-term financial and non-financial business strategy and objectives.

AddedIf 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.

AddedVIIa. Profit forecasts and estimates

AddedProvide information on any profit forecast or estimate previously published by the issuer that remains outstanding, indicating whether it is still valid and, if not, why not. The issuer may also choose to include a new profit forecast or estimate accompanied by the principal assumptions attached to it.

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

AddedSet 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.

AddedTo 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.

AddedPresent 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.

AddedIX. Essential information on the shares and on their subscription

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

Added(a) the international security identification number (ISIN);

Added(b) the rights attached to the shares, the procedure for the exercise of those rights and any limitations of those rights;

Added(c) 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.