Commission regulation (EC) No 809/2004 (repealed)Show full title

[X1 ANNEX V U.K. Minimum disclosure requirements for the securities note related to debt securities (schedule) (Debt securities with a denomination per unit of less than EUR  [F1 100 000] )

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 prospectus 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 prospectus that, having taken all reasonable care to ensure that such is the case, the information contained in the prospectus 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 prospectus that the information contained in the part of the prospectus 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. RISK FACTORS U.K.

2.1. Prominent disclosure of risk factors that are material to the securities being offered and/or admitted to trading in order to assess the market risk associated with these securities in a section headed ‘ Risk Factors ’ . U.K.

[F2 3. ESSENTIAL INFORMATION] U.K.

3.1. Interest of natural and legal persons involved in the issue/offer U.K.

A description of any interest, including conflicting ones, that is material to the issue/offer, detailing the persons involved and the nature of the interest.

3.2. Reasons for the offer and use of proceeds U.K.

Reasons for the offer if different from making profit and/or hedging certain risks. Where applicable, disclosure of the estimated total expenses of the issue/offer and the estimated net amount of the proceeds. These expenses and proceeds shall be broken into each principal intended use and presented by order of priority of such uses. If the issuer is aware that the anticipated proceeds will not be sufficient to fund all the proposed uses, state the amount and sources of other funds needed.

Textual Amendments

F2 Substituted by Commission Delegated Regulation (EU) No 862/2012 of 4 June 2012 amending Regulation (EC) No 809/2004 as regards information on the consent to use of the prospectus, information on underlying indexes and the requirement for a report prepared by independent accountants or auditors (Text with EEA relevance).

4. INFORMATION CONCERNING THE SECURITIES TO BE OFFERED/ADMITTED TO TRADING U.K.

4.1. A description of the type and the class of the securities being offered and/or admitted to trading, including the ISIN (International Security Identification Number) or other such security identification code. U.K.

4.2. Legislation under which the securities have been created. U.K.

4.3. An indication of whether the securities are in registered form or bearer form and whether the securities are in certificated form or book-entry form. In the latter case, name and address of the entity in charge of keeping the records. U.K.

4.4. Currency of the securities issue. U.K.

4.5. Ranking of the securities being offered and/or admitted to trading, including summaries of any clauses that are intended to affect ranking or subordinate the security to any present or future liabilities of the issuer. U.K.

4.6. A description of the rights attached to the securities, including any limitations of those rights, and procedure for the exercise of those rights. U.K.

[F1 4.7. The nominal interest rate and provisions relating to interest payable: U.K.

• the date from which interest becomes payable and the due dates for interest,

• the time limit on the validity of claims to interest and repayment of principal.

Where the rate is not fixed, a statement setting out the type of underlying and a description of the underlying on which it is based and of the method used to relate the underlying and the rate and an indication where information about the past and the further performance of the underlying and its volatility can be obtained.

• a description of any market disruption or settlement disruption events that affect the underlying,

• adjustment rules with relation to events concerning the underlying,

• name of the calculation agent.

If the security has a derivative component in the interest payment, provide a clear and comprehensive explanation to help investors understand how the value of their investment is affected by the value of the underlying instrument(s), especially under the circumstances when the risks are most evident.]

4.8. Maturity date and arrangements for the amortisation of the loan, including the repayment procedures. Where advance amortisation is contemplated, on the initiative of the issuer or of the holder, it shall be described, stipulating amortisation terms and conditions. U.K.

4.9. An indication of yield. Describe the method whereby that yield is calculated in summary form. U.K.

4.10. Representation of debt security holders including an identification of the organisation representing the investors and provisions applying to such representation. Indication of where the public may have access to the contracts relating to these forms of representation. U.K.

4.11. In the case of new issues, a statement of the resolutions, authorisations and approvals by virtue of which the securities have been or will be created and/or issued. U.K.

4.12. In the case of new issues, the expected issue date of the securities. U.K.

4.13. A description of any restrictions on the free transferability of the securities. U.K.

4.14. In respect of the country of registered office of the issuer and the country(ies) where the offer being made or admission to trading is being sought: U.K.

• information on taxes on the income from the securities withheld at source;

• indication as to whether the issuer assumes responsibility for the withholding of taxes at the source.

5. TERMS AND CONDITIONS OF THE OFFER U.K.

5.1. Conditions, offer statistics, expected timetable and action required to apply for the offer U.K.

5.1.1. Conditions to which the offer is subject. U.K.

5.1.2. Total amount of the issue/offer; if the amount is not fixed, description of the arrangements and time for announcing to the public the definitive amount of the offer. U.K.

5.1.3. The time period, including any possible amendments, during which the offer will be open and description of the application process. U.K.

5.1.4. A description of the possibility to reduce subscriptions and the manner for refunding excess amount paid by applicants. U.K.

5.1.5. Details of the minimum and/or maximum amount of application, (whether in number of securities or aggregate amount to invest). U.K.

5.1.6. Method and time limits for paying up the securities and for delivery of the securities. U.K.

5.1.7. A full description of the manner and date in which results of the offer are to be made public. U.K.

5.1.8. The procedure for the exercise of any right of pre-emption, the negotiability of subscription rights and the treatment of subscription rights not exercised. U.K.

5.2. Plan of distribution and allotment U.K.

5.2.1. The various categories of potential investors to which the securities are offered. If the offer is being made simultaneously in the markets of two or more countries and if a tranche has been or is being reserved for certain of these, indicate any such tranche. U.K.

5.2.2. Process for notification to applicants of the amount allotted and indication whether dealing may begin before notification is made. U.K.

5.3. Pricing U.K.

5.3.1. An indication of the expected price at which the securities will be offered or the method of determining the price and the process for its disclosure. Indicate the amount of any expenses and taxes specifically charged to the subscriber or purchaser. U.K.

5.4. Placing and Underwriting U.K.

5.4.1. Name and address of the co-ordinator(s) of the global offer and of single parts of the offer and, to the extend known to the issuer or to the offeror, of the placers in the various countries where the offer takes place. U.K.

5.4.2. Name and address of any paying agents and depository agents in each country. U.K.

5.4.3. Name and address of the entities agreeing to underwrite the issue on a firm commitment basis, and name and address of the entities agreeing to place the issue without a firm commitment or under ‘ best efforts ’ arrangements. Indication of the material features of the agreements, including the quotas. Where not all of the issue is underwritten, a statement of the portion not covered. Indication of the overall amount of the underwriting commission and of the placing commission. U.K.

5.4.4. When the underwriting agreement has been or will be reached. U.K.

6. ADMISSION TO TRADING AND DEALING ARRANGEMENTS U.K.

6.1. An indication as to whether the securities offered are or will be the object of an application for admission to trading, with a view to their distribution in a regulated market or other equivalent markets with indication of the markets in question. This circumstance must be mentioned, without creating the impression that the admission to trading will necessarily be approved. If known, give the earliest dates on which the securities will be admitted to trading. U.K.

6.2. All the regulated markets or equivalent markets on which, to the knowledge of the issuer, securities of the same class of the securities to be offered or admitted to trading are already admitted to trading. U.K.

6.3. Name and address of the entities which have a firm commitment to act as intermediaries in secondary trading, providing liquidity through bid and offer rates and description of the main terms of their commitment. U.K.

7. ADDITIONAL INFORMATION U.K.

7.1. If advisors connected with an issue are mentioned in the Securities Note, a statement of the capacity in which the advisors have acted. U.K.

7.2. An indication of other information in the Securities Note which has been audited or reviewed by statutory auditors and where auditors have produced a report. Reproduction of the report or, with permission of the competent authority, a summary of the report. U.K.

7.3. Where a statement or report attributed to a person as an expert is included in the Securities Note, provide such persons' 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 Securities Note. U.K.

7.4. 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. U.K.

7.5. Credit ratings assigned to an issuer or its debt securities at the request or with the co-operation of the issuer in the rating process. A brief explanation of the meaning of the ratings if this has previously been published by the rating provider.] U.K.