REFERENCE TABLE Annex XIII Prospectus Regulation
(including Annex XX for base prospectuses)
Minimum Disclosure Requirements for the securities note for debt securities with a denomination per unit of at least EUR 100 000
Please fill in general details below and per item detailed page and paragraph references to the prospectus, or ‘not applicable’ (including an explanation as to why you feel this item is not applicable). In case a compare version of the prospectus is provided, then please use this version for reference.
Name issuing/offering entity:Nature of transaction / (base)prospectus:
Date of submitted draft of (base)prospectus: / Draft number:
Date of AFM reply
Other annexes applied for the (Base) Prospectus:
General points of attention drafting a prospectus /
1. / Layout of the prospectus
1.1 / 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[1] 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) and with the requirements of Annex XXII to the PR.
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. / Documents incorporated by reference
2.1 / 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(4) 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. / Specialist Issuer
3.1 / Please note that if the issuer is considered a specialist issuer within the meaning of ESMA’s 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
Item # / Item contents of Annex XIII / Reference to page and paragraph /
1. / PERSONS RESPONSIBLE
1.1
a.
b. / 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 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.
Further information:
- ESMA Faq → Responsibility statement: selling shareholders
- ESMA Faq → Guarantor’s responsibility for the content of a prospectus
Cat. A /
a.──────────
b.──────────
Please leave open for AFM Reply
1.2 a.
b. / 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.
Cat. A / a.──────────
b.──────────
Please leave open for AFM Reply
2. / RISK FACTORS
2.1 / Prominent disclosure of risk factors that are material to the securities admitted to trading in order to assess the market risk associated with these securities in a section headed “Risk Factors”.
Further information:
- ESMA Faq → Risk Factors section
Cat. A / ───────────
Please leave open for AFM Reply
3. / ESSENTIAL INFORMATION
Interest of natural and legal persons involved in the issue
A description of any interest, including conflicting ones,
- that is material to the issue,
- detailing the persons involved and
- the nature of the interest.
Further information:
- ESMA Recommendations → Interests of natural and legal persons involved in the issue/offer §166
Cat. C / ───────────
Please leave open for AFM Reply
4. / INFORMATION CONCERNING THE SECURITIES TO BE ADMITTED TO TRADING
4.1 / Total amount of securities being admitted to trading.
Cat. C / ───────────
Please leave open for AFM Reply
4.2 a.
b. / A description of the type and the class of the securities being admitted to trading, Cat. B
including the ISIN (International Security Identification Number) or other such security identification code. Cat. C / a.──────────
b.──────────
Please leave open for AFM Reply
4.3 / Legislation under which the securities have been created.
Cat. A / ───────────
Please leave open for AFM Reply
4.4 a.
b.
c. / An indication of whether the securities are in registered or bearer form and Cat. A
whether the securities are in certificated or book-entry form. Cat. A
In the latter case, name and address of the entity in charge of keeping the records. Cat. C / a.──────────
b.──────────
c.──────────
Please leave open for AFM Reply
4.5 / Currency of the securities issue.
Cat. C / ───────────
Please leave open for AFM Reply
4.6 a.
b. / Ranking of the securities being 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
Cat. A / a.──────────
b.──────────
Please leave open for AFM Reply
4.7 / A description of the rights, including any limitations of these, attached to the securities and procedure for the exercise of said rights.
Cat. B / ───────────
Please leave open for AFM Reply
4.8 a.
b.
c.
d.
e.
f.
g.
h.
i.
j. / The nominal interest rate and Cat. C
provisions relating to interest payable: Cat. B
- The date from which interest becomes payable and the due dates for interest. Cat. C
- The time limit on the validity of claims to interest and repayment of principal. Cat. B
Where the rate is not fixed,
- a statement setting out the type of underlying and a Cat. A
- description of the underlying on which it is based and Cat. C
- of the method used to relate the underlying and the rate. Cat. B
- A description of any market disruption or settlement disruption events that affect the underlying. Cat. B
- Adjustment rules with relation to events concerning the underlying. Cat. B
- Name of the calculation agent. Cat. C / a.──────────
b.──────────
c.──────────
d.──────────
e.──────────
f.──────────
g.──────────
h.──────────
i.──────────
j.──────────
Please leave open for AFM Reply
4.9 a.
b. / Maturity date and Cat. C
arrangements for the amortization of the loan, including the repayment procedures. Where advance amortization is contemplated, on the initiative of the issuer or of the holder, it must be described, stipulating amortization terms and conditions. Cat. B / a.──────────
b.──────────
Please leave open for AFM Reply
4.10 / An indication of yield.
Cat. C / ───────────
Please leave open for AFM Reply
4.11 a.
b. / Representation of debt security holders including
- an identification of the organisation representing the investors and
- provisions applying to such representation.
Indication of where investors may have access to the contracts relating to these forms of representation
Cat. B / a.──────────
b.──────────
Please leave open for AFM Reply
4.12 / A statement of the resolutions, authorisations and approvals by virtue of which the securities have been created and/or issued.
Further information:
- ESMA Faq → Item 4.6 of Annex III of Regulation 809/2004
Cat. C / ───────────
Please leave open for AFM Reply
4.13 / The issue date of the securities.
Cat. C / ───────────
Please leave open for AFM Reply
4.14 / A description of any restrictions on the free transferability of the securities.
Cat. A
Please leave open for AFM Reply
5 / ADMISSION TO TRADING AND DEALING ARRANGEMENTS
5.1 a.
b. / Indication of the market where the securities will be traded and for which prospectus has been published. Cat. B
If known, give the earliest dates on which the securities will be admitted to trading. Cat. C / a.──────────
b.──────────
Please leave open for AFM Reply
5.2 / Name and address of any paying agents and depository agents in each country.
Cat. C / ───────────
Please leave open for AFM Reply
6 / EXPENSE OF THE ADMISSION TO TRADING
An estimate of the total expenses related to the admission to trading.
Cat. C / ───────────
Please leave open for AFM Reply
7. / ADDITIONAL INFORMATION
7.1 / If advisors are mentioned in the Securities Note, a statement of the capacity in which the advisors have acted
Cat. C / ───────────
Please leave open for AFM Reply
7.2 a.
b. / An indication of other information in the Securities Note which has been audited or reviewed by auditors and where auditors have produced a report.
Reproduction of the report or, with permission of the competent authority, a summary of the report.
Cat. A / a.──────────
b.──────────
Please leave open for AFM Reply
7.3
a.
b.
c.
d.
e. / Where a statement or report attributed to a person as an expert is included in the Securities Note, 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 Securities Note.
Cat. A / a.──────────
b.──────────
c.──────────
d.──────────
e.──────────
Please leave open for AFM Reply
7.4 a.
b. / 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.
Cat. C / a.──────────
b.──────────
Please leave open for AFM Reply
7.5 a.
b. / Credit ratings assigned to an issuer at the request or with the co-operation of the issuer in the rating process. Cat. A
Credit ratings assigned to the issuer’s debt securities at the request or with the co-operation of the issuer in the rating process. Cat. C / a.──────────
b.──────────
Please leave open for AFM Reply
-= End of Reference table =-
Netherlands Authority for the Financial Markets (AFM) - V.1.6 October 2012 Page 2 of 5
[1] Please note that a summary is not required for this type of securities, but can be included on a voluntary basis.