sou · GSB395d2 · 2005-01-01 00:00:00 — 20.6.1.If the issuer has published quarterly or half yearly financial information since the date of its last audited financial statements, these must be included in the registration document. If the quarterly or half yearly financial information has been reviewed or audited, the audit or review report must also be included. If the quarterly or half yearly financial information is unaudited or has not been reviewed state that fact. 20.6.2.If the registration document is dated more than nine months after the end of the last audited financial year, it must contain interim financial information, which may be unaudited (in which case that fact must be stated) covering at least the first six months of the financial year. The interim financial information must include comparative statements for the same period in the prior financial year, except that the requirement for comparative balance sheet information may be satisfied by presenting the years end balance sheet. A description of the issuers policy on dividend distributions and any restrictions thereon. 20.7.1.The amount of the dividend per share for each financial year for the period covered by the historical financial information adjusted, where the number of shares in the issuer has changed, to make it comparable. 20.8.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 and/or groups financial position or profitability, or provide an appropriate negative statement. 20.9.Significant change in the issuers financial or trading position A description of any significant change in the financial or trading position of the group which has occurred since the end of the last financial period for which either audited financial information or interim financial information have been published, or provide an appropriate negative statement. The following information as of the date of the most recent balance sheet included in the historical financial information: The amount of issued capital, and for each class of share capital: (a) the number of shares authorised; (b) the number of shares issued and fully paid and issued but not fully paid; (c) the par value per share, or that the shares have no par value; and (d) a reconciliation of the number of shares outstanding at the beginning and end of the year. If more than of capital has been paid for with assets other than cash within the period covered by the historical financial information, state that fact. 21.1.2.If there are shares not representing capital, state the number and main characteristics of such shares. 21.1.3.The number, book value and face value of shares in the issuer held by or on behalf of the issuer itself or by subsidiaries of the issuer. 21.1.4.The amount of any convertible securities, exchangeable securities or securities with warrants, with an indication of the conditions governing and the procedures for conversion, exchange or subscription. 21.1.5.Information about and terms of any acquisition rights and or obligations over authorised but unissued capital or an undertaking to increase the capital. 21.1.6.Information about any capital of any member of the group which is under option or agreed conditionally or unconditionally to be put under option and details of such options including those persons to whom such options relate. 21.1.7.A history of share capital, highlighting information about any changes, for the period covered by the historical financial information. 21.2.Memorandum and Articles of Association 21.2.1.A description of the issuers objects and purposes and where they can be found in the memorandum and articles of association. 21.2.2.A summary of any provisions of the issuers articles of association, statutes, charter or bylaws with respect to the members of the administrative, management and supervisory bodies. 21.2.3.A description of the rights, preferences and restrictions attaching to each class of the existing shares. 21.2.4.A description of what action is necessary to change the rights of holders of the shares, indicating where the conditions are more significant than is required by law. 21.2.5.A description of the conditions governing the in which annual general meetings and extraordinary general meetings of shareholders are called including the conditions of admission. 21.2.6.A brief description of any provision of the issuers articles of association, statutes, charter or bylaws that would have an effect of delaying, deferring or preventing a change in control of the issuer. 21.2.7.An indication of the articles of association, statutes, charter or bylaw provisions, if any, governing the ownership threshold above which shareholder ownership must be disclosed. 21.2.8.A description of the conditions imposed by the memorandum and articles of association statutes, charter or bylaw governing changes in the capital, where such conditions are more stringent than is required by law. A summary of each material contract, other than contracts entered into in the ordinary course of business, to which the issuer or any member of the group is a party, for the two years immediately preceding publication of the registration document. A summary of any other contract (not being a contract entered into in the ordinary course of business) entered into by any member of the group which contains any provision under which any member of the group has any obligation or entitlement which is material to the group as at the date of the registration document. 23.THIRD PARTY INFORMATION AND STATEMENT BY EXPERTS AND DECLARATIONS OF 23.1.Where a statement or report attributed to a person as an expert is included in the registration document, provide such persons name, business address, qualifications and material interest if any in the issuer. If the report has been produced at the issuers request a statement to the effect that such statement or report is included, in the form and context in which it is included, with the consent of the person who has authorised the contents of that part of the registration document. 23.2.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. A statement that for the life of the registration document the following documents (or copies thereof), where applicable, may be inspected: (a)the 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 issuers request any part of which is included or referred to in the registration document; (c)the historical financial information of the issuer or, in the case of a group, the historical financial information for the issuer and its subsidiary undertakings for each of the two financial years preceding the publication of the registration document. An indication of where the documents on display may be inspected, by physical or electronic means. Information relating to the undertakings in which the issuer holds a proportion of the capital likely to have a significant effect on the assessment of its own assets and liabilities, financial position or profits and losses. Pro forma financial information block 1.The pro forma information must include a description of the transaction, the businesses or entities involved and the period to which it refers, and must clearly state the following: (a)the purpose to which it has been prepared; (b)the fact that it has been prepared for illustrative purposes only; (c)the fact that because of its nature, the pro forma financial information addresses a hypothetical situation and, therefore, does not represent the companys actual financial position or results. 2.In order to present pro forma financial information, a balance sheet and profit and loss account, and accompanying explanatory notes, depending on the circumstances may be included. 3.Pro forma financial information must normally be presented in columnar format, composed of: (a)the historical unadjusted information; (b)the pro forma adjustments; (c)the resulting pro forma financial information in the final column. The sources of the pro forma financial information have to be stated and, if applicable, the financial statements of the acquired businesses or entities must be included in the prospectus 4.The pro forma information must be prepared in a consistent with the accounting policies adopted by the issuer in its last or next financial statements and shall identify the following: (a)the basis upon which it is prepared; (b)the source of each item of information and adjustment. 5.Pro forma information may only be published in respect of: (a)the current financial period; (b)the most recently completed financial period; (c)the most recent interim period for which relevant unadjusted information has been or will be published or is being published in the same document. 6.Pro forma adjustments related to the pro forma financial information must be: (a)clearly shown and explained; (b)directly attributable to the transaction; (c)factually supportable. In addition, in respect of a pro forma profit and loss or cash flow statement, they must be clearly identified as to those expected to have a continuing impact on the issuer and those which are not. 7.The report prepared by the independent accountants or auditors must state that in their opinion: (a)the pro forma financial information has been properly compiled on the basis stated; (b)that basis is consistent with the accounting policies of the issuer. Minimum disclosure requirements for the share securities note (schedule) 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 issuers administrative, management or supervisory bodies indicate the name and function of the person; in case of legal persons indicate the name and registered office. 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, having taken all reasonable care to ensure that such is the case 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. 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. Statement Statement by the issuer that, in its opinion, the working capital is sufficient for the issuers present requirements or, if not, how it proposes to provide the additional working capital needed. A statement of capitalisation and indebtedness (distinguishing between guaranteed and unguaranteed, secured and unsecured indebtedness) as of a date no earlier than 90 days prior to the date of the document. Indebtedness also includes indirect and contingent indebtedness. 3.3.Interest of natural and legal persons involved in the issue/offer 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. 3.4.Reasons for the offer and use of proceeds Reasons for the offer and, where applicable, the estimated net amount of the proceeds 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. Details must be given with regard to the use of the proceeds, in particular when they are being used to acquire assets, other than in the ordinary course of business, to finance announced acquisitions of other business, or to discharge, reduce or retire indebtedness. 4.INFORMATION CONCERNING THE SECURITIES TO BE OFFERED/ADMITTED TO TRADING 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. 4.2.Legislation under which the securities have been created. 4.3.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 the records. 4.4.Currency of the securities issue. 4.5.A description of the rights attached to the securities, including any limitations of those rights, and procedure for the exercise of those rights. –Dividend rights: –fixed date(s) on which the entitlement arises, –time limit after which entitlement to dividend lapses and an indication of the person in whose favour the lapse operates, –dividend restrictions and procedures for non-resident holders, –rate of dividend or method of its calculation, periodicity and cumulative or non-cumulative nature of payments. –Voting rights. –Pre-emption rights in offers for subscription of securities of the same class. –to share in the issuers profits. –Rights to share in any surplus in the event of liquidation. –Redemption provisions. –Conversion provisions. 4.6.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. 4.7.In the case of new issues, the expected issue date of the securities. 4.8.A description of any restrictions on the free transferability of the securities. 4.9.An indication of the existence of any mandatory takeover bids and/or squeeze- out and sell-out rules in relation to the securities. 4.10.An indication of public takeover bids by third parties in respect of the issuers 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. 4.11.In respect of the country of registered office of the issuer and the country(ies) where the offer is being made or admission to trading is being sought: –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 5.1.Conditions, offer statistics, expected timetable and action required to apply for the offer 5.1.1.Conditions to which the offer is subject. 5.1.2.Total amount of the issue/offer, distinguishing the securities offered for sale and those offered for subscription; if the amount is not fixed, description of the arrangements and time for announcing to the public the definitive amount of the offer. 5.1.3.The time period, including any possible amendments, during which the offer will be open and description of the application process. 5.1.4.An indication of when, and under which circumstances, the offer may be revoked or suspended and whether revocation can occur after dealing has begun. 5.1.5.A description of the possibility to reduce subscriptions and the for refunding excess amount paid by applicants. 5.1.6.Details of the minimum and/or maximum amount of application (whether in number of securities or aggregate amount to invest). 5.1.7.An indication of the period during which an application may be withdrawn, provided that investors are allowed to withdraw their subscription. 5.1.8.Method and time limits for paying up the securities and for delivery of the securities. 5.1.9.A full description of the and date in which results of the offer are to be made public. 5.1.10.The procedure for the exercise of any right of pre-emption, the negotiability of subscription rights and the treatment of subscription rights not exercised. 5.2.Plan of distribution and allotment 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. 5.2.2.To the extent known to the issuer, an indication of whether major shareholders or members of the issuers management, supervisory or administrative bodies intended to subscribe in the offer, or whether any person intends to subscribe for more than five per cent of the offer. (a)the division into tranches of the offer including the institutional, retail and issuers employee tranches and any other tranches; (b)the conditions under which the clawback may be used, the maximum size of such claw back and any applicable minimum percentages for individual tranches; (c)the allotment method or methods to be used for the retail and issuers employee tranche in the event of an over-subscription of these tranches; (d)a description of any pre-determined preferential treatment to be accorded to certain of investors or certain affinity groups (including friends and family programmes) in the allotment, the percentage of the offer reserved for such preferential treatment and the criteria for inclusion in such or groups; (e)whether the treatment of subscriptions or bids to subscribe in the allotment may be determined on the basis of which firm they are made through or by; (f)a target minimum individual allotment if any within the retail tranche; (g)the conditions for the closing of the offer as well as the date on which the offer may be closed at the earliest; (h)whether or not multiple subscriptions are admitted, and where they are not, how any multiple subscriptions will be handled. 5.2.4.Process for notification to applicants of the amount allotted and indication whether dealing may begin before notification is made. 5.2.5.Over-allotment and green shoe: (a)the existence and size of any over-allotment facility and/or green shoe. (b)the existence period of the over-allotment facility and/or green shoe. (c)any conditions for the use of the over-allotment facility or exercise of the green shoe. 5.3.1.An indication of the price at which the securities will be offered. If the price is not known or if there is no established and/or liquid market for the securities, indicate the method for determining the offer price, including a statement as to who has set the criteria or is formally responsible for the determination. Indication of the amount of any expenses and taxes specifically charged to the subscriber or purchaser. 5.3.2.Process for the disclosure of the offer price. 5.3.3.If the issuers equity holders have pre-emptive purchase rights and this right is restricted or withdrawn, indication of the basis for the issue price if the issue is for cash, together with the reasons for and beneficiaries of such restriction or 5.3.4Where there is or could be a material disparity between the public offer price and the effective cash cost to members of the administrative, management or supervisory bodies or senior management, or affiliated persons, of securities acquired by them in transactions during the past year, or which they have the right to acquire, include a comparison of the public contribution in the proposed public offer and the effective cash contributions of such persons. 5.4.1Name and address of the coordinator(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. 5.4.2Name and address of any paying agents and depository agents in each country. 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. 5.4.4.When the underwriting agreement has been or will be reached. 6.ADMISSION TO TRADING AND DEALING ARRANGEMENTS 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, the earliest dates on which the securities will be admitted to trading. 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. 6.3.If simultaneously or almost simultaneously with the creation of the securities for which admission to a regulated market is being sought securities of the same class are subscribed for or placed privately or if securities of other are created for public or private placing, give details of the nature of such operations and of the number and characteristics of the securities to which they relate. 6.4.Details 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. 6.5.Stabilisation: where an issuer or a selling shareholder has granted an over- allotment option or it is otherwise proposed that price stabilising activities may be entered into in connection with an offer: 6.5.1.The fact that stabilisation may be undertaken, that there is no that it will be undertaken and that it may be stopped at any time, 6.5.2.The beginning and the end of the period during which stabilisation may occur, 6.5.3.The identity of the stabilisation manager for each relevant jurisdiction unless this is not known at the time of publication, 6.5.4.The fact that stabilisation transactions may result in a market price that is higher than would otherwise prevail. 7.1.Name and business address of the person or entity offering to sell the securities, the nature of any position office or other material relationship that the selling persons has had within the past three years with the issuer or any of its predecessors or affiliates. 7.2.The number and class of securities being offered by each of the selling security holders. The parties involved. Content and exceptions of the agreement. Indication of the period of the lock up. EXPENSE OF THE ISSUE/OFFER The total net proceeds and an estimate of the total expenses of the issue/offer. 9.1.The amount and percentage of immediate dilution resulting from the offer. 9.2.In the case of a subscription offer to existing equity holders, the amount and percentage of immediate dilution if they do not subscribe to the new offer. 10.1.If advisors connected with an issue are mentioned in the Securities Note, a statement of the capacity in which the advisors have acted.