Changes from report parliamentary committee draft to plenary report

AddedProvide the following essential information about the securities 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 securities, the procedure for the exercise of those rights and any limitations of those rights;

Added(c) provide information on where the securities 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 securities;

Added(d) An indication of the expected price at which the securities will be offered or, in alternative, a description of the method of for determining the price, pursuant to Article 17 of Regulation (EU) 2017/1129 and the process for its disclosure;

Added(e) information relating to interest payable or a description of the underlying, including the method used to relate the underlying and the rate, and an indication where information about the past and future performance of the underlying and its volatility can be obtained.

AddedWhere applicable, information on the underlying securities and, where applicable, the issuer of the underlying securities.

AddedA warning that the tax legislation of the investor’s Member State and of the issuer’s country of incorporation may have an impact on the income received from the securities.

AddedIX. Reasons for the offer, use of proceeds and, where applicable, ESG-related information

AddedProvide 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.

AddedWhere 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.

AddedWhere applicable, ESG-related information in accordance with the schedule as further specified in the delegated act referred to in Article 13(1), first subparagraph, taking into account the conditions set out in Article 13(1), second subparagraph, point (g).

AddedX. Conflicts of interest

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

AddedXI. Documents available

AddedA statement that for the term of the EU Follow-on prospectus the following documents, where applicable, can be inspected:

Added(a) the up to date memorandum and articles of association of the issuer;

Added(b) 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 Follow-on prospectus.

AddedAn indication of the website on which the documents may be inspected.’

Added‘ANNEX VII

AddedINFORMATION TO BE INCLUDED IN THE EU GROWTH ISSUANCE DOCUMENT FOR SHARES AND OTHER TRANSFERABLE SECURITIES EQUIVALENT TO SHARES IN COMPANIES

AddedI. Summary

AddedThe EU Growth issuance document must include a summary drawn up in accordance with Article 7(12b).

AddedII. Information about the issuer

AddedIdentify the company issuing the shares, including the place of registration of the issuer, its registration number and legal entity identifier (‘LEI’), its legal and commercial name, 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 the website, if any, with a disclaimer that the information on the website does not form part of the EU Growth issuance document unless that information is incorporated by reference into the EU Growth issuance document.

AddedIII. Responsibility statement and statement on the competent authority

Added1. Responsibility statement

AddedIdentify the persons responsible for drawing up the EU Growth issuance document and include a statement by those persons that, to the best of their knowledge, the information contained in the EU Growth issuance document is in accordance with the facts and that the EU Growth issuance document 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 Growth issuance document, specify that such approval is not an endorsement of the issuer nor of the quality of the shares to which the EU Growth issuance document relates, that the competent authority has only approved the EU Growth issuance document as meeting the standards of completeness, comprehensibility and consistency imposed by this Regulation, and specify that the EU Growth issuance document has been drawn up in accordance with Article 15a.

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 Growth issuance document.

AddedV. Growth strategy and business overview

Added1. Growth Strategy and objectives

AddedA description of the issuer’s business strategy, including growth potential and expectations for the future, and strategic objectives (both financial and non-financial, if any). This description shall take into account the issuer’s future challenges and prospects.

Added2. Principal activities and markets

AddedA description of the issuer’s principal activities, including: (a) the main categories of products sold and/or services performed; (b) an indication of any significant new products, services or activities that have been introduced since the publication of the latest audited financial statements. A description of the principal markets in which the issuer competes, including market growth, trends and competitive situation.

Added3. Investments

AddedTo the extent not covered elsewhere in the EU Growth issuance document a description, (including the amount) of the issuer’s material investments from the end of the period covered by the historical financial information included in the EU Growth issuance document up to the date of the EU Growth issuance document and, if relevant, a description of any material investments of the issuer’s that are in progress or for which firm commitments have already been made.

Added3a. 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.

AddedVI. Organisational structure

AddedIf the issuer is part of a group and where not covered elsewhere in the EU Growth issuance document and to the extent necessary for an understanding of the issuer’s business as a whole, a diagram of the organisational structure.

AddedVII. Corporate Governance

AddedProvide the following information for the members of the administrative, management and/or supervisory bodies, any senior manager who is relevant to establishing that the issuer has the appropriate expertise and experience for the management of the issuer’s business, and, in the case of a limited partnership with a share capital, partners with unlimited liability:

Added(a) names, business addresses and functions within the issuer of the following persons, details on their relevant management expertise and experience and an indication of the principal activities performed by them outside of the issuer where these are significant with respect to that issuer;

Added(b) details of the nature of any family relationship between any of those persons;

Added(c) details, for at least the last five years, of any convictions in relation to fraudulent offences and details of any official public incrimination and/or sanctions involving such persons by statutory or regulatory authorities (including designated professional bodies) and whether they have ever been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of an issuer or from acting in the management or conduct of the affairs of any issuer. If there is no such information required to be disclosed, a statement to that effect is to be made.

AddedVIII. Financial statements

AddedThe financial statements (annual and half-yearly) published over the period of 12 months prior to the approval of the EU Growth issuance document. 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 must 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 Growth issuance document 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 Growth issuance document:

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.