Download annex xvi

REFERENCE TABLE Annex XVI Prospectus Regulation
Minimum Disclosure Requirements for the Registration Document for securities issued by Member States,
third countries and their regional and local authorities (schedule)
Please fill in general details below and per item detailed page and paragraph references to the (base) prospectus, or
‘not applicable’ (including a short explanation why you feel this item is not applicable). In case a compare version of
the prospectus will be provided, then we request to provide references to the compare.
Name issuing/offering entity:
Nature of transaction / (base)prospectus:
Date of submitted draft of (base)prospectus:
Other annexes applied for the (Base) Prospectus:
1.
1.1
Draft number:
General points of attention drafting a prospectus
Layout of the prospectus
Please be aware that the prospectus has to be structured strictly in accordance with Article 25 of the
Prospectus Regulation (PR).
Please note that the summary chapter has to comply with the requirements set-out in article 5:14 Wet
op het financieel toezicht (Wft) implementing article 5(2) of the Prospectus Directive (PD)
The issuer may include a brief cover note which has general information about the issuer and the issue,
but this cover note is not a substitute for the summary or the disclosure requirements under the PR.
Further information:
- Prospectus Directive 2003/71/EC → Article 5(2)
- European Commission’s Regulation on Prospectuses no. 809/2004 → Article 25
- ESMA Faq →Order of the information in the prospectus
2.
2.1
Documents incorporated by reference
Article 28(1) PR provides a non-exhaustive list with documents containing information that could be
incorporated by reference, taking into account article 28(5) PR prohibiting the use of incorporation by
way of reference should this endanger investor protection in terms of comprehensibility and
accessibility of the information.
Also, please include specific references to where and how the documents incorporated by reference can
be obtained. If appropriate, a cross reference list should be provided to enable investors to easily
identify specific items of information (article 11(2) PD).
Please note that the language rules of the Prospectus Directive 2003/71/EG also apply to documents
incorporated by reference.
In case only certain parts of a document are incorporated by reference in the prospectus, a statement
is required that the non-incorporated parts are either not relevant for the investor or covered elsewhere
in the prospectus (article 28(3) PR).
Further information:
- ESMA Faq → Incorporation by reference of information contained in a former base prospectus that is no longer valid
- ESMA Faq → Incorporation by reference: language requirements
- European Commission’s Regulation on Prospectuses no. 809/2004 → Article 28
3.
3.1
Specialist Issuer
Please note that if the issuer is considered a specialist issuer within the meaning of ESMA update of the
CESR recommendations (i.e. either a property company, a mineral company, a scientific research
based company, a start-up company or a shipping company) additional disclosure requirements apply.
The AFM has prepared additional reference tables for each type of company which can be
downloaded from the AFM website.
Further information:
- AFM Website for downloading the additional reference tables
- ESMA Faq →Disclosure for Mineral Companies in the ESMA Recommendations
Netherlands Authority for the Financial Markets (AFM) - V.1.2 January 2012
Page 1 of 4
Item #
Item contents of Annex XVI
1.
1.1
PERSONS RESPONSIBLE
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.
Reference to page
and paragraph
a.
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;
a.──────────
b.
in case of legal persons indicate the name and registered office.
b.──────────
Further information:
- ESMA Faq → Responsibility statement: selling shareholders
- ESMA Faq → Guarantor’s responsibility for the content of a prospectus
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1.2
a.
b.
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.
a.──────────
b.──────────
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2
RISK FACTORS
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".
───────────
Further information:
- ESMA Faq → Risk Factors section
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3
3.1
INFORMATION ABOUT THE ISSUER
a.
b.
- the legal name of the issuer and
- a brief description of the issuer’s position within the national governmental
framework
a.──────────
- the domicile or geographical location and
- legal form of the issuer and
- its contact address and telephone number;
a.──────────
b.──────────
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3.2
a.
b.
c.
Netherlands Authority for the Financial Markets (AFM) - V.1.2 January 2012
b.──────────
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Item #
Item contents of Annex XVI
Reference to page
and paragraph
c.──────────
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any recent events relevant to the evaluation of the issuer’s solvency.
3.3
───────────
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3.4
i.
a description of the issuer’s economy including:
i.──────────
ii.
iii.
a) the structure of the economy with details of the main sectors of the economy,
b) gross domestic product with a breakdown by the issuer’s economic sectors
over for the previous two fiscal years.
ii.──────────
iii──────────
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a general description of the issuer’s political system and government including
details of the governing body of the issuer.
3.5
───────────
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4
a.
b.
c.
d.
e.
f.
g.
PUBLIC FINANCE AND TRADE
Information on the following for the two fiscal years prior to the date of the
registration document:
a) the tax and budgetary systems,
b) gross public debt including a summary of the debt, the maturity structure of
outstanding debt (particularly noting debt with a residual maturity of less than
one year) and debt payment record, and of the parts of debt denominated in the
domestic currency of the issuer and in foreign currencies.
c) foreign trade and balance of payment figures,
d) foreign exchange reserves including any potential encumbrances to such
foreign exchange reserves as forward contracts or derivatives.
e) financial position and resources including liquid deposits available in
domestic currency.
f) Income and expenditure figures
Description of any auditing or independent review procedures on the accounts
of the issuer.
a.──────────
b.──────────
c.──────────
d.──────────
e.──────────
f.──────────
g.──────────
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5.
5.1
SIGNIFICANT CHANGE
Details of any significant changes to the information provided pursuant to item
4 which have occurred since the end of the last fiscal year,
or an appropriate negative statement.
───────────
or
───────────
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6.
LEGAL AND ARBITRATION PROCEEDINGS
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 financial
position,
───────────
or provide an appropriate negative statement.
───────────
or
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6.2
Information on any immunity the issuer may have from legal proceedings.
Netherlands Authority for the Financial Markets (AFM) - V.1.2 January 2012
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Item #
Item contents of Annex XVI
Reference to page
and paragraph
───────────
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7.
a.
b.
c.
d.
e.
STATEMENT BY EXPERTS AND DECLARATIONS OF ANY INTEREST
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 and
- qualifications.
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.
To the extent known to the issuer, provide information in respect of any interest
relating to such expert which may have an effect on the independence of the
expert in the preparation of the report.
a.──────────
b.──────────
c.──────────
d.──────────
e.──────────
Further information:
- ESMA Recommendations →2h - Statements by experts - §156-159
- ESMA Faq → Valuations and statements prepared by an expert
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8.
a.
b.
DOCUMENTS ON DISPLAY
A statement that for the life of the registration document the following
documents (or copies thereof), where applicable, may be inspected:
(a) financial and audit reports for the issuer covering the last two fiscal years and
the budget for the current fiscal year;
(b) all reports, letters, and other documents, , 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
An indication of where the documents on display may be inspected, by physical
or electronic means.
a.──────────
b.──────────
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-= End of Reference table =-
Netherlands Authority for the Financial Markets (AFM) - V.1.2 January 2012
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