sou · GSB395d2 · 2005-01-01 00:00:00 — 10.2.An indication of other information in the Securities Note which has been audited or reviewed by statutory auditors and where auditors have produced a report. Reproduction of the report or, with permission of the competent authority, a summary of the report. 10.3.Where a statement or report attributed to a person as an expert is included in the Securities Note, 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 Securities Note. 10.4.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. Minimum disclosure requirements for the debt and derivative securities registration document (schedule) (Debt and derivative securities with a denomination per unit of less than 000) 1.1.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. 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 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. 2.1.Names and addresses of the issuers auditors for the period covered by the historical financial information (together with their membership in a professional body). 2.2.If auditors have resigned, been removed or not been re-appointed during the period covered by the historical financial information, details if material. 3.1.Selected historical financial information regarding the issuer, presented, for each financial year for the period covered by the historical financial information, and any subsequent interim financial period, in the same currency as the financial information. The selected historical financial information must provide key figures that summarise the financial condition of the issuer. 3.2.If selected financial information for interim periods is provided, comparative data from the same period in the prior financial year must also be provided, except that the requirement for comparative balance sheet data is satisfied by presenting the year end balance sheet information. Prominent disclosure of risk factors that may affect the issuers ability to fulfil its obligations under the securities to investors in a section headed Risk Factors. 5.INFORMATION ABOUT THE ISSUER 5.1.History and development of the Issuer 5.1.1.the legal and commercial name of the issuer; 5.1.2.the place of registration of the issuer and its registration number; 5.1.3.the date of incorporation and the length of life of the issuer, except where indefinite; 5.1.4.the domicile and legal form of the issuer, the legislation under which the issuer operates, its country of incorporation, and the address and telephone number of its registered office (or principal place of business if different from its registered office); 5.1.5.any recent events particular to the issuer which are to a material extent relevant to the evaluation of the issuers solvency. 5.2.1.A description of the principal investments made since the date of the last published financial statements. 5.2.2.Information concerning the issuers principal future investments, on which its management bodies have already made firm commitments. 5.2.3.Information regarding the anticipated sources of funds needed to fulfil commitments referred to in item 5.2.2. 6.1.1.A description of the issuers principal activities stating the main categories of products sold and/or services performed; 6.1.2.an indication of any significant new products and/or activities. A brief description of the principal markets in which the issuer competes. 6.3.The basis for any statements made by the issuer regarding its competitive position. 7.1.If the issuer is part of a group, a brief description of the group and of the issuers position within it. 7.2.If the issuer is dependent upon other entities within the group, this must be clearly stated together with an explanation of this dependence. 8.1.Include a statement that there has been no material adverse change in the of the issuer since the date of its last published audited financial statements. In the event that the issuer is unable to make such a statement, provide details of this material adverse change. 8.2.Information on any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the issuers for at least the current financial year. 9.PROFIT FORECASTS OR ESTIMATES If an issuer chooses to include a profit forecast or a profit estimate, the registration document must contain the information items 9.1 and 9.2: 9.1.A statement setting out the principal assumptions upon which the issuer has based its forecast, or estimate. There must be a clear distinction between assumptions about factors which the members of the administrative, management or supervisory bodies can influence and assumptions about factors which are exclusively outside the influence of the members of the administrative, management or supervisory bodies; the assumptions must be readily understandable by investors, be specific and precise and not relate to the general accuracy of the estimates underlying the forecast. 9.2.A report prepared by independent accountants or auditors must be included stating that in the opinion of the independent accountants or auditors the forecast or estimate has been properly compiled on the basis stated and that the basis of accounting used for the profit forecast or estimate is consistent with the accounting policies of the issuer. 9.3.The profit forecast or estimate must be prepared on a basis comparable with the historical financial information. 10.ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES 10.1.Names, business addresses and functions in the issuer of the following persons, and an indication of the principal activities performed by them outside the issuer where these are significant with respect to that issuer: (a)members of the administrative, management or supervisory bodies; (b)partners with unlimited liability, in the case of a limited partnership with a share capital. 10.2.Administrative, Management, and Supervisory bodies conflicts of interests Potential conflicts of interests between any duties to the issuing entity of the persons referred to in item 10.1 and their private interests and or other duties must be clearly stated. In the event that there are no such conflicts, make a statement to that effect. 11.1.Details relating to the issuers audit committee, including the names of committee members and a summary of the terms of reference under which the committee operates. 11.2.A statement as to whether or not the issuer complies with its countrys of incorporation corporate governance regime(s). In the event that the issuer does not comply with such a regime a statement to that effect must be included together with an explanation regarding why the issuer does not comply with such regime. 12.1.To the extent known to the issuer, state whether the issuer is directly or indirectly owned or controlled and by whom and describe the nature of such control, and describe the measures in place to ensure that such control is not abused. 12.2.A description of any arrangements, known to the issuer, the operation of which may at a subsequent date result in a change in control of the issuer. 13.FINANCIAL INFORMATION CONCERNING THE ISSUERS ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES Audited historical financial information covering the latest 2 financial years (or such shorter period that the issuer has been in operation), and the audit report in respect of each year. Such financial information must be prepared according to Regulation (EC) No 1606/2002, or if not applicable to a Member States national accounting standards for issuers from the Community. For third country issuers, such financial information must be prepared according to the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 or to a third countrys national accounting standards equivalent to these standards. If such financial information is not equivalent to these standards, it must be presented in the form of restated financial statements. The most recent years historical financial information must be presented and prepared in a form consistent with that which will be adopted in the issuers next published annual financial statements having regard to accounting standards and policies and legislation applicable to such annual financial statements. If the issuer has been operating in its current sphere of economic activity for less than one year, the audited historical financial information covering that period must be prepared in accordance with the standards applicable to annual financial statements under the Regulation (EC) No 1606/2002, or if not applicable to a Member States national accounting standards where the issuer is an issuer from the Community. For third country issuers, the historical financial information must be prepared according to the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 or to a third countrys national accounting standards equivalent to these standards. This historical financial information must be audited. If the audited financial information is prepared according to national accounting standards, the financial information required under this heading must include at least: (a)balance sheet; (b)income statement; (c)cash flow statement; (d)accounting policies and explanatory notes The historical annual financial information must have been independently audited or reported on as to whether or not, for the purposes of the registration document, it gives a true and fair view, in accordance with auditing standards applicable in a or an equivalent standard. If the issuer prepares both own and consolidated financial statements, include at least the consolidated financial statements in the registration document. 13.3.Auditing of historical annual financial information 13.3.1.A statement that the historical financial information has been audited. If audit reports on the historical financial information have been refused by the statutory auditors or if they contain qualifications or disclaimers, such refusal or such qualifications or disclaimers must be reproduced in full and the reasons given. 13.3.2.An indication of other information in the registration document which has been audited by the auditors. 13.3.3.Where financial data in the registration document is not extracted from the issuers audited financial statements state the source of the data and state that the data is unaudited. of latest financial information The last year of audited financial information may not be older than 18 months from the date of the registration document. Interim and other financial information 13.5.1.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. 13.5.2.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, covering at least the first six months of the financial year. If the interim financial information is un-audited state that fact. 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. 13.6.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 and/or groups financial position or profitability, or provide an appropriate negative statement. 13.7.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 an appropriate negative statement. 14.1.1.The amount of the issued capital, the number and of the shares of which it is composed with details of their principal characteristics, the part of the issued capital still to be paid up, with an indication of the number, or total nominal value, and the type of the shares not yet fully paid up, broken down where applicable according to the extent to which they have been paid up. 14.2.Memorandum and Articles of Association 14.2.1.The register and the entry number therein, if applicable, and a description of the issuers objects and purposes and where they can be found in the memorandum and articles of association. A brief summary of all material contracts that are not entered into in the ordinary course of the issuers business, which could result in any group member being under an obligation or entitlement that is material to the issuers ability to meet its obligation to security holders in respect of the securities being issued. 16.THIRD PARTY INFORMATION AND STATEMENT BY EXPERTS AND DECLARATIONS OF 16.1.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 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. 16.2.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, the issuer shall 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 of 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. Minimum disclosure requirements for the securities note related to debt securities (schedule) (Debt securities with a denomination per unit of less than 000) 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 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. 3.1.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. 3.2.Reasons for the offer and use of proceeds Reasons for the offer if different from making profit and/or hedging certain risks. Where applicable, disclosure of the estimated total expenses of the issue/offer and the estimated net amount of the proceeds. These expenses and proceeds shall be 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. 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 (Identification Number) or other such security identification code. 4.2.Legislation under which the securities have been created. 4.3.An indication of 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.Ranking of the securities being offered and/or admitted to trading, including summaries of any that are intended to affect ranking or subordinate the security to any present or future liabilities of the issuer. 4.6.A description of the rights attached to the securities, including any limitations of those rights, and procedure for the exercise of those rights. 4.7.The nominal interest rate and provisions relating to interest payable. –The date from which interest becomes payable and the due dates for interest –The time limit on the validity of claims to interest and repayment of principal. Where the rate is not fixed, description of the underlying on which it is based and of the method used to relate the two and an indication where information about the past and the further performance of the underlying and its volatility can be obtained. –A description of any market disruption or settlement disruption events that affect the underlying –Adjustment rules with relation to events concerning the underlying –Name of the calculation agent. If the security has a derivative component in the interest payment, provide a clear and comprehensive explanation to help investors understand how the value of their investment is affected by the value of the underlying instrument( s), especially under the circumstances when the risks are most evident. 4.8.Maturity date and arrangements for the amortisation of the loan, including the repayment procedures. Where advance amortisation is contemplated, on the initiative of the issuer or of the holder, it shall be described, stipulating amortisation terms and conditions. 4.9.An indication of yield. Describe the method whereby that yield is calculated in summary form. 4.10.Representation of debt security holders including an identification of the organisation representing the investors and provisions applying to such representation. Indication of where the public may have access to the contracts relating to these forms of representation. 4.11.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. 4.12.In the case of new issues, the expected issue date of the securities. 4.13.A description of any restrictions on the free transferability of the securities. 4.14.In respect of the country of registered office of the issuer and the country(ies) where the offer 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; 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.A description of the possibility to reduce subscriptions and the for refunding excess amount paid by applicants. 5.1.5.Details of the minimum and/or maximum amount of application, (whether in number of securities or aggregate amount to invest). 5.1.6.Method and time limits for paying up the securities and for delivery of the securities. 5.1.7.A full description of the and date in which results of the offer are to be made public. 5.1.8.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 Process for notification to applicants of the amount allotted and indication whether dealing may begin before notification is made. An indication of the expected price at which the securities will be offered or the method of determining the price and the process for its disclosure. amount of any expenses and taxes specifically charged to the subscriber or