Share Securities Note - Annex III
Share Securities Note – Annex III
Name of Company[1]Nature of Transaction:
Name of Sponsor[2]/Adviser:
Date Submitted:
Rule / Page / Proof Number / Comment (where applicable)
1.1 / Persons responsible
1.2 / Responsibility Statement
2 / Risk factors for the securities
3.1 / Working Capital statement
3.2 / Capitalization and indebtedness
3.3 / Material interests
3.4 / Reasons and use of proceeds
4.1 / Type and class of securities (including ISIN)
4.2 / Legislation under which securities created
4.3 / Registered or bearer
Certificated or book entry
4.4 / Currency
4.5 / Rights
4.6 / Resolutions, approvals and approvals creating securities
4.7 / Expected date of issue
4.8 / Restrictions on free transferability
4.9 / Mandatory takeover, squeeze-out and sell out rules
4.10 / Details of third party takeover bids
4.11 / Income taxes withheld at source
Issuers responsibility for withholding taxes
5.1.1 / Conditions to which offer subject
5.1.2 / Amount of offer
5.1.3 / Time period when offer open and application process
5.1.4 / Revocation of offer and whether revocation can occur after dealings have commenced
5.1.5 / Reduced subscriptions and refunds
5.1.6 / Minimum/maximum subscriptions
5.1.7 / Withdrawal period if any
5.1.8 / Method and time limit for paying up and delivery
5.1.9 / Results of offer
5.1.10 / Pre-emption rights, negotiability of subscription rights and rights not exercised
5.2.1 / Categories of potential investors
Tranche reservation by country
5.2.2 / Major shareholders etc to subscribe, or any person to subscribe for over 5%
5.2.3 a) / Division of tranches
5.2.3 b) / Claw-back provisions
5.2.3 c) / Allotment method for retail and employee tranches if over subscribed
5.2.3 d) / Preferential allotment
5.2.3 e) / Determination of allotment by firm
5.2.3 f) / Target minimum allotment if any within retail tranche
5.2.3 g) / Conditions for closing and earliest closing date
5.2.3 h) / Whether multiple applications permitted
5.2.4 / Allotment notification
Dealing before notification
5.2.5 a) / Over allotment facility and/or green shoe
5.2.5 b) / Existence period of over allotment facility and/or green shoe
5.2.5 c) / Conditions of over allotment facility and/or green shoe
5.3.1 / Price or criteria for establishing the price
Expenses and taxes charged to subscriber or purchaser
5.3.2 / Process for disclosure of offer price
5.3.3 / Restriction or removal of pre-emption rights.
5.3.4 / Price disparity
5.4.1 / Global co-ordinator and placees
5.4.2 / Paying agents and depository agents
5.4.3 / Underwriters, underwriting agreements, commission and any portion not covered
5.4.4 / When underwriting agreement has been or will be reached
6.1 / Application statement
6.2 / Markets on which securities already traded
6.3 / Simultaneous subscription or placing
6.4 / Secondary trading intermediaries commitments
6.5.1 / Stabilization
6.5.2 / Stabilization period
6.5.3 / Stabilization managers if known
6.5.4 / Stabilization may result in higher market price
7.1 / Selling persons or entities and relationship to issuer
7.2 / Number and class offered by each selling holders
7.3 / Lock-up agreements
8.1 / Net proceeds and expenses
9.1 / Dilution resulting from the offer
9.2 / Dilution resulting from non subscription in offer to existing holders
10.1 / Capacity of advisers mentioned
10.2 / Other audited or reviewed information. Reproduction of report or summary
10.3 / Details of persons including expert reports or statements.
Consent
10.4 / Third party information
CONVERTIBLES
Where shares with warrants give the right to acquire the issuer’s shares and these shares[3] are not admitted to trading on a regulated market:
A12 / Annex XII information and cross reference list, except item 4.2.2.
A14 / Annex XIV information and cross reference list
March 2016
[1] Name of Issuer or Guarantor as appropriate
[2] Where a Sponsor is appointed under LR 8.2.1R
[3]‘These shares’ does not refer to the whole class of shares admitted to a regulated market: it refers tothe actual shares that will be issued pursuant to the warrants being exercised