[X1ANNEX IX U.K. Minimum disclosure requirements for the debt and derivative securities registration document (schedule) (Debt and derivative securities with a denomination per unit of at least EUR [F1100 000] )
Editorial Information
X1 Substituted by Corrigendum to Commission Regulation (EC) No 809/2004 of 29 April 2004 implementing Directive 2003/71/EC of the European Parliament and of the Council as regards information contained in prospectuses as well as the format, incorporation by reference and publication of such prospectuses and dissemination of advertisements (Official Journal of the European Union L 149 of 30 April 2004).
Textual Amendments
F1 Substituted by Commission Delegated Regulation (EU) No 486/2012 of 30 March 2012 amending Regulation (EC) No 809/2004 as regards the format and the content of the prospectus, the base prospectus, the summary and the final terms and as regards the disclosure requirements (Text with EEA relevance).
1. PERSONS RESPONSIBLE U.K.
1.1. All persons responsible for the information given in the registration document and, as the case may be, for certain parts of it, 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 case of legal persons indicate the name and registered office. U.K.
1.2. A declaration by those responsible for the registration document that, having taken all reasonable care to ensure that such is the case, the information contained in the registration document is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import. As the case may be, declaration by those responsible for certain parts of the registration document that, having taken all reasonable care to ensure that such is the case, the information contained in the part of the registration document for which they are responsible is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import. U.K.
2. STATUTORY AUDITORS U.K.
2.1. Names and addresses of the issuer’s auditors for the period covered by the historical financial information (together with their membership in a professional body). U.K.
2.2. If auditors have resigned, been removed or not been re-appointed during the period covered by the historical financial information, details if material. U.K.
3. RISK FACTORS U.K.
3.1. Prominent disclosure of risk factors that may affect the issuer’s ability to fulfil its obligations under the securities to investors in a section headed ‘ Risk Factors ’ . U.K.
4. INFORMATION ABOUT THE ISSUER U.K.
4.1. History and development of the Issuer U.K.
4.1.1. the legal and commercial name of the issuer; U.K.
4.1.2. the place of registration of the issuer and its registration number; U.K.
4.1.3. the date of incorporation and the length of life of the issuer, except where indefinite; U.K.
4.1.4. the domicile and legal form of the issuer, the legislation under which the issuer operates, its country of incorporation, and the address and telephone number of its registered office (or principal place of business if different from its registered office; U.K.
4.1.5. any recent events particular to the issuer and which are to a material extent relevant to the evaluation of the issuer’s solvency. U.K.
5. BUSINESS OVERVIEW U.K.
5.1. Principal activities: U.K.
5.1.1. A brief description of the issuer’s principal activities stating the main categories of products sold and/or services performed; U.K.
5.1.2. The basis for any statements in the registration document made by the issuer regarding its competitive position. U.K.
6. ORGANISATIONAL STRUCTURE U.K.
6.1. If the issuer is part of a group, a brief description of the group and of the issuer's position within it. U.K.
6.2. If the issuer is dependent upon other entities within the group, this must be clearly stated together with an explanation of this dependence. U.K.
7. TREND INFORMATION U.K.
7.1. Include a statement that there has been no material adverse change in the prospects of the issuer since the date of its last published audited financial statements. U.K.
In the event that the issuer is unable to make such a statement, provide details of this material adverse change.
8. PROFIT FORECASTS OR ESTIMATES U.K.
If an issuer chooses to include a profit forecast or a profit estimate, the registration document must contain the information items 8.1 and 8.2 the following: U.K.
8.1. A statement setting out the principal assumptions upon which the issuer has based its forecast, or estimate. U.K.
There must be a clear distinction between assumptions about factors which the members of the administrative, management or supervisory bodies can influence and assumptions about factors which are exclusively outside the influence of the members of the administrative, management or supervisory bodies; be readily understandable by investors; be specific and precise; and not relate to the general accuracy of the estimates underlying the forecast.
8.2. Any profit forecast set out in the registration document must be accompanied by a statement confirming that the said forecast has been properly prepared on the basis stated and that the basis of accounting is consistent with the accounting policies of the issuer. U.K.
8.3. The profit forecast or estimate must be prepared on a basis comparable with the historical financial information. U.K.
9. ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES U.K.
9.1. Names, business addresses and functions in the issuer of the following persons, and an indication of the principal activities performed by them outside the issuer where these are significant with respect to that issuer: U.K.
members of the administrative, management or supervisory bodies;
partners with unlimited liability, in the case of a limited partnership with a share capital.
9.2. Administrative, Management, and Supervisory bodies' conflicts of interests U.K.
Potential conflicts of interests between any duties to the issuing entity of the persons referred to in item 9.1 and their private interests and or other duties must be clearly stated. In the event that there are no such conflicts, a statement to that effect.
10. MAJOR SHAREHOLDERS U.K.
10.1. 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. U.K.
10.2. 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. U.K.
11. FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES U.K.
11.1. Historical Financial Information U.K.
Audited historical financial information covering the latest two financial years (or such shorter period that the issuer has been in operation), and the audit report in respect of each year. [F2If the issuer has changed its accounting reference date during the period for which historical financial information is required, the audited historical information shall cover at least 24 months, or the entire period for which the issuer has been in operation, whichever is the shorter.] Such financial information must be prepared according to Regulation (EC) No 1606/2002, or if not applicable to a Member’s State national accounting standards for issuers from the Community. For third country issuers, such financial information must be prepared according to the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 or to a third country’s national accounting standards equivalent to these standards. Otherwise, the following information must be included in the registration document:
Textual Amendments
F2 Inserted by Commission Regulation (EC) No 211/2007 of 27 February 2007 amending Regulation (EC) No 809/2004 implementing Directive 2003/71/EC of the European Parliament and of the Council as regards financial information in prospectuses where the issuer has a complex financial history or has made a significant financial commitment (Text with EEA relevance).
a prominent statement that the financial information included in the registration document has not been prepared in accordance with the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 and that there may be material differences in the financial information had Regulation (EC) No 1606/2002 been applied to the historical financial information.
immediately following the historical financial information a narrative description of the differences between the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 and the accounting principles adopted by the issuer in preparing its annual financial statements.
The most recent year's historical financial information must be presented and prepared 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.
If the audited financial information is prepared according to national accounting standards, the financial information required under this heading must include at least the following:
the balance sheet;
the income statement;
the accounting policies and explanatory notes.
The historical annual financial information must be independently 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:
a prominent statement disclosing which auditing standards have been applied;
an explanation of any significant departures from international standards on auditing.
11.2. Financial statements U.K.
If the issuer prepares both own and consolidated financial statements, include at least the consolidated financial statements in the registration document.
11.3. Auditing of historical annual financial information U.K.
11.3.1. A statement that the historical financial information has been audited. If audit reports on the historical financial information have been refused by the statutory auditors or if they contain qualifications or disclaimers, such refusal or such qualifications or disclaimers must be reproduced in full and the reasons given. U.K.
11.3.2. An indication of other information in the registration document which has been audited by the auditors. U.K.
11.3.3. Where financial data in the registration document is not extracted from the issuer's audited financial statements, state the source of the data and state that the data is unaudited. U.K.
11.4. Age of latest financial information U.K.
11.4.1. The last year of audited financial information may not be older than 18 months from the date of the registration document. U.K.
11.5. Legal and arbitration proceedings U.K.
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.
11.6. Significant change in the issuer’s financial or trading position U.K.
A description of any significant change in the financial or trading position of the group which has occurred since the end of the last financial period for which either audited financial information or interim financial information have been published, or an appropriate negative statement.
12. MATERIAL CONTRACTS U.K.
A brief summary of all material contracts that are not entered into in the ordinary course of the issuer's business, which could result in any group member being under an obligation or entitlement that is material to the issuer’s ability to meet its obligation to security holders in respect of the securities being issued.
13. THIRD PARTY INFORMATION AND STATEMENT BY EXPERTS AND DECLARATIONS OF ANY INTEREST U.K.
13.1. Where a statement or report attributed to a person as an expert is included in the registration document, provide such person’s name, business address, qualifications and material interest if any in the issuer. If the report has been produced at the issuer’s request a statement to that effect that such statement or report is included, in the form and context in which it is included, with the consent of that person who has authorised the contents of that part of the registration document. U.K.
13.2. Third party information U.K.
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.
14. DOCUMENTS ON DISPLAY U.K.
A statement that for the life of the registration document the following documents (or copies thereof), where applicable, may be inspected:
the memorandum and articles of association of the issuer;
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;
the historical financial information of the issuer or, in the case of a group, the historical financial information of the issuer and its subsidiary undertakings for each of the two financial years preceding the publication of the registration document.
An indication of where the documents on display may be inspected, by physical or electronic means.]