Ares(2020)3028878

EXPLANATORY MEMORANDUM

1.CONTEXT OF THE DELEGATED ACT

1.1.General background

The Prospectus Regulation 1 creates a new and harmonised set of rules that (i) helps companies raising money on capital markets to invest and grow; (ii) helps investors to make better and more informed decisions; and (iii) fosters supervisory convergence throughout the Union. The Prospectus Regulation also delegates the power to the Commission to lay down some details of the new rules.

In this context, Article 1(7) of the Prospectus Regulation empowers the Commission to adopt delegated acts to set out the minimum information content of the documents to be published to benefit from the exemption to publish a prospectus in connection with a takeover by means of an exchange offer, a merger or a division. To that effect, the Commission sent a mandate to ESMA on 27 February 2017 to request technical advice on the minimum information content of the above-mentioned documents.

In May 2018, the European Commission launched an initiative aiming to adopt proportionate rules to support the promotion of SME Growth markets while safeguarding investor protection and market integrity. The initiative included a proposal for a regulation amending MiFID II 2 , the Market Abuse Regulation 3 and the Prospectus Regulation.

ESMA’s technical advice for the delegated act under Article 1(7) was delivered to the Commission on 26 March 2019. Being aware that the co-legislators had reached a political agreement on the SME Growth markets legislative initiative amending the Prospectus Regulation, ESMA highlighted that some parts of the technical advice would require adaptation to take into account those amendments.

Regulation (EU) 2019/2115 of the European Parliament and of the Council 4 was published in the Official Journal of the European Union on 11 December 2019. Article 2 of that Regulation, which entered into application on 31 December 2019, amended Article 1 of the Prospectus Regulation, restricting the scope of the exemption in connection with a takeover by means of an exchange offer, a merger or a division.

Therefore the Delegated Regulation reflects both the main elements from ESMA’s technical advice as well as further adjustments meant to reflect the changes introduced by Regulation (EU) 2019/2115. The following are the main changes compared to ESMA’s technical advice:

·Appendix II and Article B of the technical advice were deleted and Article C was amended due to the change in scope for the exemptions in connection with a takeover by means of an exchange document, a merger or a division introduced by Regulation (EU) 2019/2115;

·the definitions set out in Article A of the technical advice were revised in accordance with the indications from the advice received under the Commission’s internal consultation;

·in Article D of the technical advice, points (a) and (c) to (k) were replaced by a dynamic reference to the list of the information that can be incorporated by reference set out in Article 19(1) of the Prospectus Regulation;

·the language regime set out in Article E of the technical advice was revised as Article 27 of the Prospectus Regulation cannot apply to the exemption document (i.e. it is impossible to define the home and the host Member State, since the exemption document is not subject to the approval of a competent authority as defined in Article 20 of the Prospectus Regulation);

·Article F of the technical advice was simplified by inserting references to the definitions of complex financial history and significant financial commitment set out in Articles 18(3) and 18(4) of Commission Delegated Regulation (EU) 2019/980 5 ;

·the disclosure requirements set out in appendices I, III and IV were further streamlined, proportionate to the size of the transaction, and combined in a single annex, to make the exemption document user friendly and in line with the objectives of the Prospectus Regulation that no longer requires a document ‘equivalent to a prospectus’ as under the previous regime.

1.2.Objective of the Delegated Regulation

The objective of this Delegated Regulation is to lay down the minimum information content of the documents to be published to benefit from an exemption to publish a prospectus in connection with a takeover by means of an exchange offer, a merger or a division.

1.3.Legal Background

This Delegated Regulation is based on the empowerment set out in Article 1(7) of the Prospectus Regulation.

2.CONSULTATIONS PRIOR TO THE ADOPTION OF THE ACT

On 13 July 2018 ESMA published a consultation paper in order to seek the views of stakeholders on the proposed technical advice. The consultation closed on 6 October 2018. ESMA remarked that only five entities responded to the consultation and that none of those entities represented the interests and views of investors. ESMA also sought the advice of the Securities and Markets Stakeholder Group, which, however, did not send a formal response on the consultation.

The Delegated Regulation will be published on the Better Regulation portal for a 4-week feedback period and submitted to the Expert Group of the European Securities Committee (EGESC) for consultation, in accordance with the principles laid down in the Interinstitutional Agreement on Better Law-Making.

3.LEGAL ELEMENTS OF THE DELEGATED ACT

The right to adopt delegated acts is provided for under Article 44 of the Prospectus Regulation.

·Article 1 lays down the definitions applicable in this Delegated Regulation.

·Article 2 sets out the minimum information content for the exemption document.

·Article 3 lays down the rules for the incorporation by reference.

·Article 4 lays down the rules applicable where the issuer of the equity securities has a complex financial history or has undertaken a significant financial commitment.

·Article 5 sets out the language regime applicable.

COMMISSION DELEGATED REGULATION (EU) …/...

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supplementing Regulation (EU) 2017/1129 of the European Parliament and of the Council as regards the minimum information content of the document to be published for a prospectus exemption in connection with a takeover by means of an exchange offer, a merger or a division

(Text with EEA relevance)

THE EUROPEAN COMMISSION,

Having regard to the Treaty on the Functioning of the European Union,

Having regard to Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC 6 , and in particular Article 1(7) thereof,

Whereas:

(1)In order to provide the highest standards of investor protection across the Union and to enable investors to make an informed investment decision, the document referred to in Article 1(4), points (f) and (g), and Article 1(5), first subparagraph, points (e) and (f), of Regulation (EU) 2017/1129 (‘exemption document’) should contain sufficient, objective and comprehensible information on the companies involved in the transaction, the rights attaching to the equity securities, the prospects of the issuer of those securities and, depending on the type of transaction, of the offeree company, the company being acquired or the company being divided. Furthermore, the exemption document should not be used by an unlisted company to seek for the first time admission to trading on a regulated market following a takeover by means of an exchange offer, a merger or a division.

(2)To limit unnecessary costs for issuers, an exemption document should be lighter where the equity securities offered in connection with a transaction and to be admitted to trading on a regulated market are fungible with securities already admitted to trading on the same regulated market, and represent a small percentage of those securities. The reduced content of the exemption document in such situation should be specified.

(3)To simplify drafting and reduce costs of producing an exemption document, issuers should be allowed to incorporate by reference into that document certain information that previously has been published in electronic form, provided such information is easily accessible and is written in the same language as the exemption document.

(4)Investors should be able to understand the situation of an issuer with a complex financial history or that has made a significant financial commitment. To that extent, disclosure of information about an entity other than the issuer may be necessary. Issuers should therefore be obliged to describe in the exemption document their complex financial history or the effects on the issuer or on the issuer’s business of the significant financial commitment undertaken.

(5)In order to ensure that an exemption document is a workable document for investors, it is necessary to specify that it is for the national competent authority to determine in what language that document will be drafted,

HAS ADOPTED THIS REGULATION:

Article 1
Definitions

For the purposes of this Regulation, the following definitions shall apply:

(a)‘transaction’ means a takeover by means of an exchange offer, a merger or a division as referred to in Article 1(4), points (f) and (g), and Article 1(5), first subparagraph, points (e) and (f), of Regulation (EU) 2017/1129, in respect of which the conditions laid down in Article 1(6a) and Article 1(6b) of that Regulation have been fulfilled;

(b)‘exemption document’ means a document to be made available to the public in accordance with Article 21(2) of Regulation (EU) 2017/1129, to be entitled to an exemption from the obligation to publish a prospectus in the case of a transaction;

(c)‘offeree company’ means an offeree company as defined in Article 2(1), point (b), of Directive 2004/25/EC of the European Parliament and of the Council 7 ;

(d)‘company being acquired’ means a company transferring assets and liabilities to an acquiring company as a result of any merger in respect of which the conditions laid down in Article 1(6b) of Regulation (EU) 2017/1129 have been fulfilled;

(e)‘company being divided’ means a company transferring assets and liabilities to a company receiving contributions as a result of any division in respect of which the conditions laid down in Article 1(6b) of Regulation (EU) 2017/1129 have been fulfilled;

(f)‘offeror’ means an offeror as defined in Article 2(i) of Regulation (EU) 2017/1129.

Article 2
Minimum information content of the exemption document

1.An exemption document shall contain the relevant information which is necessary to enable investors to understand:

(a)the prospects of the issuer, and, depending on the type of transaction, of the offeree company, target company or company being divided, and any significant changes in the business and financial position of each of those companies that have occurred since the end of the previous financial year;

(b)the rights attaching to the equity securities;

(c)the description of the transaction and its impact on the issuer.

The information contained in an exemption document shall be written and presented in an easily analysable, concise and comprehensible form and shall enable investors to make an informed investment decision.

An exemption document shall include the minimum information referred to in the Annex.

2.By way of derogation from paragraph 1, where the equity securities offered in connection with a transaction are to be admitted to trading on a regulated market and are fungible with and represent no more than 10% of equity securities already admitted to trading on the same regulated market, the exemption document shall only contain the information referred to in sections 1, 3 and 5 of the Annex.

Article 3
Incorporation by reference

1.Information may be incorporated by reference in an exemption document where it has been previously or simultaneously published electronically, drawn up in a language fulfilling the requirements of Article 5 and where it is contained in one of the following documents:

(a)documents as referred to in Article 19(1) of Regulation (EU) 2017/1129;

(b)documents required by national law transposing Directive 2004/25/EC;

(c)documents required by national law transposing Directive (EU) 2017/1132 of the European Parliament and of the Council 8 ;

(d)other documents that are published in accordance with national law where those documents are relevant to the transaction.

The information referred to in the first subparagraph shall be the most recent that is available to the issuer, offeree company, target company, or company being divided.

2.Where only certain items of information are incorporated by reference, the exemption document shall contain a statement that the non-incorporated parts are either not relevant for the investor or are included elsewhere in the exemption document.

3.Persons responsible for the exemption document shall ensure that information incorporated by reference in that exemption document is easily accessible.

4.An exemption document that contains information incorporated by reference shall contain a cross-reference list that enables investors to easily identify specific items of information and shall contain hyperlinks to all documents containing information that is incorporated by reference.

Article 4
Complex financial history and significant financial commitment

1.Where the issuer of equity securities has a complex financial history as referred to in Article 18(3) of Commission Delegated Regulation (EU) 2019/980 9 , or has made a significant financial commitment as referred to in Article 18(4) of that Regulation, the exemption document shall contain all information referred to in the Annex to this Regulation about the entity other than the issuer as if that entity were the issuer of the equity securities, to the extent that investors need that information to make an informed investment decision as referred to in Article 2(1) of this Regulation.

Such additional information shall include a statement specifying the anticipated effects of the transaction on the issuer or on the issuer’s business, and the effects of the complex financial history or of the significant financial commitment on the issuer or on the issuer’s business.

2.The additional information referred to in paragraph 1 shall be accompanied by a clear explanation why investors need that information to make an informed investment decision.

3.An issuer that is unable to provide the additional information referred to in paragraph 1 shall explain in the exemption document why that is the case.

Article 5
Use of languages

An exemption document shall be drawn up in a language accepted by the competent authority as defined in point (o) of Article 2 of Regulation (EU) 2017/1129.

Article 6
Entry into force

This Regulation shall enter into force on the twentieth day following that of its publication in the Official Journal of the European Union.

This Regulation shall be binding in its entirety and directly applicable in all Member States.

Done at Brussels,

For the Commission

The President
Ursula von der Leyen

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ANNEX
MINIMUM INFORMATION CONTENT OF THE EXEMPTION DOCUMENT

SECTION 1	PERSONS RESPONSIBLE FOR DRAWING UP THE EXEMPTION DOCUMENT, THIRD PARTY INFORMATION AND EXPERTS REPORT
Item 1.1	Identification of persons responsible for drawing up the exemption document
Item 1.1.1	Identify all persons responsible for the information or any parts of it, given in the exemption document 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 the case of legal persons indicate the name and registered office.
Item 1.2	Responsibility statement
Item 1.2.1	A declaration by those responsible for the exemption document that, to the best of their knowledge, the information contained in the exemption document is in accordance with the facts and that the exemption document makes no omission likely to affect its import. Where applicable, a declaration by those responsible for certain parts of the exemption document that, to the best of their knowledge, the information contained in those parts of the exemption document for which they are responsible is in accordance with the facts and that those parts of the exemption document make no omission likely to affect their import.
Item 1.3	Expert’s statement or report
Item 1.3.1	Where a statement or report attributed to a person as an expert is included in the exemption document, provide the following details for that person: (a)name; (b)business address; (c)qualifications; (d)material interest, if any, in the issuer. If the statement or report has been produced at the issuer’s request, state that such statement or report has been included in the exemption document with the consent of the person who has authorised the contents of that part of the exemption document.
Item 1.4	Information sourced by a third party
Item 1.4.1	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.
Item 1.5	Regulatory statements
Item 1.5.1	A statement that: (a)the exemption document does not constitute a prospectus within the meaning of Regulation (EU) 2017/1129; (b)the exemption document has not been subject to the scrutiny and approval by the relevant competent authority in accordance with Article 20 of Regulation (EU) 2017/1129; (c)where applicable, the supervisory authority that has the competence to review the offer document under Directive 2004/25/EC of the European Parliament and of the Council has issued a prior approval of the exemption document.
SECTION 2	INFORMATION ON THE ISSUER AND ON THE OFFEREE COMPANY, COMPANY BEING ACQUIRED OR COMPANY BEING DIVIDED
Unless stated otherwise, the items listed in Section 2 shall be provided for the issuer and, depending on the type of transaction, the offeree company, the company being acquired or the company being divided. Where one of the aforementioned entities is a group, the information listed in this section shall be presented on a consolidated basis.
Item 2.1	General information
Item 2.1.1	Legal and commercial name
Item 2.1.2	(a)domicile and legal form; (b)legal entity identifier (‘LEI’); (c)the law of the country of incorporation; (d)country of incorporation, and the address, telephone number of registered office (or principal place of business if different from registered office); (e)hyperlink to the website with a disclaimer that the information on the website does not form part of the exemption document unless that information is incorporated by reference into the exemption document.
Item 2.1.3	Names of the auditors for the period covered by the historical financial information and the name of the professional body(ies) which they are members of.
Item 2.2	Business overview
Item 2.2.1	Key principal activities, including the main categories of products sold and/or services performed in the last financial year.
Item 2.2.2	Any significant changes impacting the operations and principal activities since the end of the period covered by the latest published audited financial statements.
Item 2.2.3	A brief description of the principal markets including a breakdown of total revenues by operating segment and geographic market for the last financial year. In the case of a division, the description referred to in the first paragraph shall refer to the principal markets where the main assets and liabilities of the company being divided are located.
Item 2.3	Investments
Item 2.3.1	A description of the material investments made since the date of the last published financial statements and which are in progress and/or for which firm commitments have already been made, together with the anticipated source of funds.
Item 2.4	Corporate governance
Item 2.4.1	Names, business addresses and functions within the issuer or, depending on the type of transaction, the offeree company, company being acquired or company being divided, of the members of the administrative, management or supervisory bodies and, in the case of a limited partnership with a share capital, of partners with unlimited liability.
Item 2.4.2	Identity of major shareholders
Item 2.4.3	Number of employees
Item 2.5	Financial information
Item 2.5.1	Financial statements (annual and half-yearly) are required to be published covering the period of 12 months prior to the publication of the exemption document. Where both annual and half-yearly financial statements have been published, only the annual statements shall be required where they postdate the half-yearly financial statements. Where the company being acquired does not have securities already admitted to trading on a regulated market, audited historical financial information covering the latest two financial years (or such shorter period as the issuer has been in operation) and the audit report in respect of each year. The financial information must be prepared according to International Financial Reporting Standards as endorsed in the Union based on Regulation (EC) No 1606/2002 of the European Parliament and of the Council 1 . If Regulation (EC) No 1606/2002 is not applicable, the financial information must be prepared in accordance with: (a)Member State’s national accounting standards for issuers from the EEA, as required by Directive 2013/34/EU of the European Parliament and of the Council 2 ; (b)a third country’s national accounting standards equivalent to Regulation (EC) No 1606/2002 for third country issuers. If such third country’s national accounting standards are not equivalent to Regulation (EC) No 1606/2002 the financial statements shall be restated in compliance with that Regulation; Where the company being acquired does not have securities already admitted to trading on a regulated market and does not have audited financial information, historical financial information and a negative statement stating that the financial historical information has not been reviewed or audited.
Item 2.5.2	Where audit reports on the historical financial information have been refused by statutory auditors or contain qualifications, modifications of opinion, disclaimers or an emphasis of matter, the reason for this must be given and such qualifications, modifications, disclaimers or emphasis of matter must be reproduced in full.
Item 2.5.3	A description of any significant change in the financial position which has occurred since the end of the last financial period for which either audited financial statements or interim financial information have been published, or provide an appropriate negative statement. Where applicable, information on any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the prospects for at least the current financial year.
Item 2.5.4	Where applicable, the management report referred to in Articles 19 and 29 of Directive 2013/34/EU.
Item 2.6	Legal and arbitration proceedings
Item 2.6.1	Information on any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the issuer, offeree company or company being acquired 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, offeree company or company being acquired, or the group and/or group’s financial position or profitability, or provide an appropriate negative statement. In the case of a division, the information on legal and arbitration proceedings should refer to the assets and liabilities object of the division.
Item 2.7	Summary of information disclosed under Regulation (EU) No 596/2014
Item 2.7.1	For entities within the scope of Regulation (EU) No 596/2014, a summary of the information disclosed under Regulation (EU) No 596/2014 over the last 12 months, which is relevant as at the date of the exemption document. The summary shall be presented in an easily analysable, concise and comprehensible form and shall not be a replication of information already published under Regulation (EU) No 596/2014. The summary shall be presented in a limited number of categories depending on their subject.
SECTION 3	DESCRIPTION OF THE TRANSACTION
Item 3.1	Purpose and objectives of the transaction
Item 3.1.1	Purpose of the transaction for the issuer and its shareholders.
Item 3.1.2	Purpose of the transaction for the offeree company, company being acquired or company being divided and its shareholders.
Item 3.1.3	Description of any anticipated benefits resulting from the transaction.
Item 3.2	Conditions of the transaction
Item 3.2.1	Information on the procedures and terms of the transaction and the governing law of the agreement executing the transaction. In the case of a takeover by means of an exchange offer, the exemption document shall contain the information required by Article 6(3) of Directive 2004/25/EC, or an indication of where this information may be inspected. In the case of a merger, the exemption document shall contain the information required by Article 91(2) or Article 122 of Directive (EU) 2017/1132, depending on the type of merger, or an indication of where this information may be found for perusal. In the case of a division, the exemption document shall contain the information required by Article 137(2) of Directive (EU) 2017/1132 or an indication of where this information may be inspected.
Item 3.2.2	Where applicable, any conditions to which the effectiveness of the transaction is subject to, including any guarantee.
Item 3.2.3	Where applicable, any information on break-up fees or other penalties which may be payable if the transaction is not completed.
Item 3.2.4	Where the transaction is subject to any notifications and/or requests for authorisations, a description of those notifications and/or requests for authorisations.
Item 3.2.5	Where applicable, all information necessary to fully understand the financing structure of the transaction.
Item 3.2.6	Timetable of the transaction.
Item 3.3	Risk factors
Item 3.3.1	A description of the material risks that are specific to the transaction in a limited number of categories, in a section headed ‘Risk factors relating to the transaction’. In each category, the most material risk factors in the assessment of the issuer, taking into account the negative impact on the issuer and the probability of their occurrence, shall be mentioned first. The risk factors shall be corroborated by the content of the exemption document.
Item 3.4	Conflict of interests
Item 3.4.1	Details on any conflict of interests that the issuer, offeree company, company being acquired or company being divided and any of its shareholders may have in respect of the transaction.
Item 3.5	Consideration of the offer
Item 3.5.1	The addressees of the offer or allotment of the securities connected with the transaction.
Item 3.5.2	The consideration offered for each security or class of securities in particular the share exchange ratio and the amount of any cash payment.
Item 3.5.3	Information concerning any contingent consideration agreed in the context of the transaction (e.g. any obligation of the acquiring company to transfer additional securities or cash to the former owners of the company being acquired if future events occur or conditions are met).
Item 3.5.4	The valuation methods and the assumptions employed to determine the consideration offered for each security or class of securities in particular regarding the exchange ratio.
Item 3.5.5	Indication of any appraisals/reports prepared by independent experts and information where these reports may be found for perusal. In the case of mergers, the exemption document shall contain the information required by Articles 96 or Article 125 of Directive (EU) 2017/1132, depending on the type of merger, or an indication of where this information may be found for perusal. In the case of divisions, the exemption document shall contain the information required by Article 142 of Directive (EU) 2017/1132 or an indication of where this information may be found for perusal.
SECTION 4	EQUITY SECURITIES OFFERED TO THE PUBLIC OR ADMITTED TO TRADING ON A REGULATED MARKET FOR THE PURPOSE OF THE TRANSACTION
For equities securities other than shares, the information given shall be comprehensive and include the information listed below for the underlying shares and the issuer of those underlying shares.
Item 4.1	Risk factors
Item 4.1.1	A description of the material risks that are specific to the equity securities being offered and/or admitted to trading in a limited number of categories, in a section headed ‘Risk factors relating to the equity securities’. In each category the most material risks, in the assessment of the issuer, offeror or person asking for admission to trading on a regulated market, taking into account the negative impact on the issuer and the equity securities and the probability of their occurrence, shall be set out first. The risk factors shall be corroborated by the content of the exemption document.
Item 4.2	Working capital statement
Item 4.2.1	Statement by the issuer that, in its opinion, the working capital is sufficient for the issuer's present requirements or, if not, how it proposes to provide the additional working capital needed. For the purpose of the working capital statement, the issuer should count in its working capital all amounts which are reasonably expected to be received or fall due to be paid for a minimum of the next 12 months from the date of publication of the exemption document when calculating its present requirements. In the case of a takeover by means of an exchange offer or a merger, the issuer should include the impact of the acquisition when calculating its present requirements.
Item 4.3	Information concerning the equity securities to be offered/admitted to trading
Item 4.3.1	General information to be provided (a)A description of the type, class and amount of the securities being offered and/or admitted to trading, including the international security identification number (‘ISIN’). (b)Currency of the securities issued.
Item 4.3.2	Information to be provided only where the securities are not fungible with securities already admitted to trading on regulated market.
Item 4.3.2.1	A statement of the resolutions, authorisations and approvals by virtue of which the securities have been or will be created and/or issued.
Item 4.3.2.2	A description of any restrictions on the free transferability of the securities.
Item 4.3.2.3	An indication 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.
Item 4.3.2.4	A 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. Information on the taxation treatment of the securities where the proposed investment attracts a tax regime specific to that type of investment.
Item 4.3.2.5	A description of the rights attached to the securities, including any limitations applying to those rights, and the procedure for their exercise: (a)dividend rights: (i)fixed date(s) on which the entitlement arises; (ii)time limit after which entitlement to dividend lapses and an indication of the person in whose favour the lapse occurs; (iii)dividend restrictions and procedures for non-resident holders; (iv)rate of dividend or method of its calculation, periodicity and cumulative or non-cumulative nature of payments; (b)voting rights; (c)pre-emption rights in offers for subscription of securities of the same class; (d)rights to share in the issuer’s profits; (e)rights to share in any surplus in the event of liquidation; (f)redemption provisions; (g)conversion provisions.
Item 4.3.3	An indication of public takeover bids by third parties in respect of the issuer’s equity which have occurred during the last financial year and the current financial year. The price or exchange terms attaching to such offers and the outcome thereof must be stated.
Item 4.4	Admission to trading and dealing arrangements
Item 4.4.1	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 third country markets as defined in Article 1, point (b) of Delegated Regulation (EU) 2019/980, with an indication of the markets in question. If known, the earliest dates on which the securities will be admitted to trading.
Item 4.4.2	All the regulated markets, or equivalent third country markets as defined in Article 1, point (b), of Delegated Regulation (EU) 2019/980, on which, to the knowledge of the issuer, securities of the same class of the securities (e.g. depository receipts and underlying shares) to be offered or admitted to trading are already admitted to trading.
Item 4.4.3	Details of the entities that have given a firm commitment to act as intermediaries in secondary trading, providing liquidity through bid and offer rates and a description of the main terms of their commitment.
Item 4.4.4	Lock-up agreements: (a)the parties involved; (b)content and exceptions of the agreement; (c)indication of the period of the lock-up.
Item 4.5	Expense of the issue
Item 4.5.1	The total net proceeds and an estimate of the total expenses of the issue
Item 4.6	Dilution
Item 4.6.1	A comparison of the net asset value per share as of the date of the latest balance sheet before the transaction and the issue price per share within that transaction.
Item 4.6.2	An indication of the dilution (including the dilution in voting rights) that existing shareholders of the issuer will experience as a result of the offer.
Item 4.6.3	Additional information where there is a simultaneous or almost simultaneous offer or admission to trading of the same class.
Item 4.6.4	A table presenting the number of securities and voting rights as well as the share capital for both before and after the transaction. In the case of a merger, and to the extent applicable, the merger premium before and after the transaction.
Item 4.7	Advisors
Item 4.7.1	If advisors connected with an issue are referred to in the exemption document, a statement of the capacity in which the advisors have acted.
SECTION 5	IMPACT OF THE TRANSACTION ON THE ISSUER
Item 5.1	Strategy and objectives
Item 5.1.1	The issuer shall provide a description of its intentions with regard to the future business following the transaction, including an indication of any significant changes impacting the operations, principal activities as well as the products and services as a result of the transaction. Where applicable, this information shall include a description of the business prospects, any restructuring and/or reorganisation as well as details of the plans drawn up by the companies participating in the transaction, with particular reference to which part of these plans is due to be implemented in whole or in part in the next 12 months.
Item 5.2	Risk factors
Item 5.2.1	Risk factors on the issuer’ activities, governance and/or financial information immediately after the transaction.
Item 5.3	Material contracts
Item 5.2.1	A brief summary of all material contracts of the issuer, offeree company, company being acquired or company being divided, which are affected by the transaction.
Item 5.4	Disinvestment
Item 5.4.1	To the extent known, information on material disinvestments such as material sales of subsidiaries or any major line(s) of business after the transaction becomes effective, together with a description of possible impacts on the transaction.
Item 5.4.2	Information on any material cancellation of future investments or disinvestments previously announced.
Item 5.5	Corporate governance
Item 5.5.1	Immediately after the transaction: (a)names, business addresses and functions within the issuer of the members of the administrative, management or supervisory bodies and, in the case of a limited partnership with a share capital, of partners with unlimited liability; (b)any potential conflicts of interest that may arise as a result of the carrying out by the persons referred to in point (a) of any duties on behalf of the issuer and their private interests or other duties must be clearly stated. In the event that there are no such conflicts a statement to that effect must be made. Details of any restrictions agreed by the persons referred to in point (a) on the disposal within a certain period of time of their holdings in the issuer’s securities after the transaction.
Item 5.6	Shareholding
Item 5.6.1	The shareholding structure immediately after the transaction
Item 5.7	Pro forma financial information
Item 5.7.1	In the case of a significant gross change as defined in Article 1, point (e), of Delegated Regulation (EU) 2019/980, a description of how the transaction might have affected the assets and liabilities and earnings of the issuer, had the transaction been undertaken at the commencement of the period being reported on or at the date reported. This requirement will normally be satisfied by the inclusion of pro forma financial information. Such pro forma financial information is to be presented as set out in items 5.8 to 5.10 and shall include the information indicated therein. Pro forma financial information must be accompanied by a report prepared by independent accountants or auditors.
Item 5.7.2	Where pro forma financial information is not applicable, the issuer shall provide narrative and financial information about the material impacts that the transaction will have in the issuer’s financial statements. This narrative and financial information does not require auditing. The narrative and financial information must be prepared in a manner consistent with the applicable financial reporting framework and accounting policies adopted by the issuer in its last or next financial statements. Where this information is audited, this indication shall be given as well as information about the auditor.
Item 5.8	Contents of the pro forma financial information
Item 5.8.1	Pro forma financial information shall consist of: (a)an introduction setting out: (i)the purpose for which the pro forma financial information has been prepared, including a description of the takeover, merger and division or significant commitment and businesses or entities involved; (ii)the period and/or date covered by the pro forma financial information; (iii)the fact that the pro forma financial information has been prepared for illustrative purposes only; (iv)an explanation that: (i)the pro forma financial information illustrates the impact of the transaction as if the transaction had been undertaken at an earlier date; (ii)the hypothetical financial position or results included in the pro forma financial may differ from the entity’s actual financial position or results; (b)a profit and loss account, a balance sheet or both, depending on the circumstances, presented in a columnar format composed of: (i)historical unadjusted information; (ii)accounting policies adjustments, where necessary; (iii)pro forma adjustments; (iv)the results of the pro forma financial information in the final column; (c)accompanying notes explaining: (i)the sources from which the unadjusted financial information has been extracted and whether or not an audit or review report on the source has been published; (ii)the basis upon which the pro forma financial information is prepared; (iii)the source and explanation for each adjustment; (iv)whether each adjustment in respect of a pro forma profit and loss statement is expected to have a continuing impact on the issuer or not. (d)Where applicable, the financial information and interim financial information of the (to be) acquired businesses or entities used in the preparation of the pro-forma information must be included in the exemption document. Similarly, in the case of a division, the financial information of the company being divided should be included.
Item 5.9	Principles in preparing and presenting pro forma financial information
Item 5.9.1	The pro forma financial information shall be identified in order to distinguish it from historical financial information. The pro forma financial information must be prepared in a manner consistent with the accounting policies adopted by the issuer in its last or next financial statements.
Item 5.9.2	Pro forma information may only be published in respect of: (a)the last completed financial period; and/or (b)the most recent interim period for which relevant unadjusted information has been published or are included in the exemption document.
Item 5.9.3	Pro forma adjustments must comply with the following: (a)be clearly shown and explained; (b)present all significant effects directly attributable to the transaction; (c)be factually supportable.
Item 5.10	Requirements for additional information
Item 5.10.1	The exemption document shall include a report prepared by the independent accountants or auditors stating that in their opinion: (a)the pro forma financial information has been properly compiled on the basis stated; (b)that the basis referred to in (a) is consistent with the accounting policies of the issuer.
SECTION 6	DOCUMENTS AVAILABLE
Item 6.1	Information on where the following documents, where applicable, can be perused in the 12 months following the publication of the exemption document: (a)the up to date memorandum and articles of association of the issuer; (b)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 exemption document; (c)all reports, letters, and other documents, valuations and statements not covered by points (a) or (b) above or by any other points in this Annex, prepared in accordance with Directive 2004/25/EC or Directive (EU) 2017/1132. An indication of the website on which the documents may be perused.

(1) Regulation (EC) No 1606/2002 of the European Parliament and of the Council of 19 July 2002 on the application of international accounting standards (OJ L 243, 11.9.2002, p. 1).

(2) Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings, amending Directive 2006/43/EC of the European Parliament and of the Council and repealing Council Directives 78/660/EEC and 83/349/EEC (OJ L 182, 29.6.2013, p. 19).

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