sou · GSB395d2 · 2005-01-01 00:00:00 — 11.5.1 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. 11.5.2.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. 11.6.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. 11.7.Significant change in the issuers financial position A description of any significant change in the financial 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. 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. 13.THIRD PARTY INFORMATION AND STATEMENT BY EXPERTS AND DECLERATIONS OF 13.1.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. 13.2.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 for derivative securities (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. This must include a risk warning to the effect that investors may lose the value of their entire investment or part of it, as the case may be, and/or, if the investors liability is not limited to the value of his investment, a statement of that fact, together with a description of the circumstances in which such additional liability arises and the likely financial effect. 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 when different from making profit and/or hedging certain risks If reasons for the offer and use of proceeds are disclosed provide the total net proceeds and an estimate of the total expenses of the issue/offer. 4.INFORMATION CONCERNING THE SECURITIES TO BE OFFERED/ADMITTED TO TRADING 4.1.Information concerning the securities 4.1.1.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. 4.1.2.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 unless the securities have a denomination per unit of at least 000 or can only be acquired for at least 000 per security. 4.1.3.Legislation under which the securities have been created. 4.1.4.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. 4.1.5.Currency of the securities issue. 4.1.6.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. 4.1.7.A description of the rights, including any limitations of these, attached to the securities and procedure for the exercise of said rights. 4.1.8.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. 4.1.9.The issue date of the securities. 4.1.10.A description of any restrictions on the free transferability of the securities. 4.1.11.– The expiration or maturity date of the derivative securities. –The exercise date or final reference date. 4.1.12.A description of the settlement procedure of the derivative securities. 4.1.13.A description of how any return on derivative securities takes place, the payment or delivery date, and the way it is calculated. 4.1.14.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: (a)information on taxes on the income from the securities withheld at source; (b)indication as to whether the issuer assumes responsibility for the withholding of taxes at the source. 4.2.Information concerning the underlying 4.2.1.The exercise price or the final reference price of the underlying. 4.2.2.A statement setting out the type of the underlying and details of where information on the underlying can be obtained: –an indication where information about the past and the further performance of the underlying and its volatility can be obtained, –where the underlying is a security, –the name of the issuer of the security, –the ISIN (international security identification number) or other such security identification code, –where the underlying is an index, –the name of the index and a description of the index if it is composed by the issuer. If the index is not composed by the issuer, where information about the index can be obtained, –where the underlying is an interest rate, –a description of the interest rate, –Where the underlying does not fall within the categories specified above the securities note shall contain equivalent information. –where the underlying is a basket of underlyings, –disclosure of the relevant weightings of each underlying in the basket. 4.2.3.A description of any market disruption or settlement disruption events that affect the underlying. 4.2.4.Adjustment rules with relation to events concerning the underlying. 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 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.Details of the minimum and/or maximum amount of application, (whether in number of securities or aggregate amount to invest). 5.1.5.Method and time limits for paying up the securities and for delivery of the securities. 5.1.6.A full description of the and date in which results of the offer are to be made public. 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.Process for notification to applicants of the amount allotted and indication whether dealing may begin before notification is made. 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. Indicate the amount of any expenses and taxes specifically charged to the subscriber or purchaser. 5.4.1.Name 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. 5.4.2.Name and address of any paying agents and depository agents in each country. 5.4.3.Entities agreeing to underwrite the issue on a firm commitment basis, and entities agreeing to place the issue without a firm commitment or under best efforts arrangements. Where not all of the issue is underwritten, a statement of the portion not covered. 5.4.4.When the underwriting agreement has been or will be reached. 5.4.5.Name and address of a calculation agent. 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 shall be mentioned, without creating the impression that the admission to trading necessarily will be approved. If known, the earliest dates on which the securities will be admitted to trading shall be given. 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.Name and address 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. 7.1.If advisors connected with an issue are mentioned in the Securities Note, a statement of the capacity in which the advisors have acted. 7.2.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. 7.3.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 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. 7.4.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, the issuer shall identify the source(s) of the information. 7.5.An indication in the prospectus whether or not the issuer intends to provide post- issuance information. Where the issuer has indicated that it intends to report such information, the issuer shall specify in the prospectus what information will be reported and where such information can be obtained. Minimum Disclosure Requirements for the Securities Note for debt securities with a denomination per unit of at least 000 (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 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 admitted to trading in order to assess the market risk associated with these securities in a section headed Risk factors. 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. 4.INFORMATION CONCERNING THE SECURITIES TO BE ADMITTED TO TRADING 4.1.Total amount of securities being admitted to trading. 4.2.A description of the type and the class of the securities being admitted to trading, including the ISIN (international security identification number) or other such security identification code. 4.3.Legislation under which the securities have been created. 4.4.An indication of whether the securities are in registered or bearer form and whether the securities are in certificated or book-entry form. In the latter case, name and address of the entity in charge of the records. 4.5.Currency of the securities issue. 4.6.Ranking of the securities being 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. 4.7.A description of the rights, including any limitations of these, attached to the securities and procedure for the exercise of said rights. 4.8.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: –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. 4.9.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 must be described, stipulating amortisation terms and conditions. 4.10.An indication of yield. 4.11.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. 4.12.A statement of the resolutions, authorisations and approvals by virtue of which the securities have been created and/or issued. 4.13.The issue date of the securities. 4.14.A description of any restrictions on the free transferability of the securities. 5.ADMISSION TO TRADING AND DEALING ARRANGEMENTS 5.1.Indication of the market where the securities will be traded and for which prospectus has been published. If known, give the earliest dates on which the securities will be admitted to trading. 5.2.Name and address of any paying agents and depository agents in each country. 6.EXPENSE OF THE ADMISSION TO TRADING An estimate of the total expenses related to the admission to trading. 7.1.If advisors are mentioned in the Securities Note, a statement of the capacity in which the advisors have acted. 7.2.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. 7.3.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 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. 7.4.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. 7.5.Credit ratings assigned to an issuer or its debt securities at the request or with the co-operation of the issuer in the rating process. Additional information block on underlying share for some equity securities Description of the underlying share 1.1.Describe the type and the class of the shares 1.2.Legislation under which the shares have been or will be created 1.3.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 1.4.Indication of the currency of the shares issue 1.5.A description of the rights, including any limitations of these, attached to the securities 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. 1.6.In the case of new issues, a statement of the resolutions, authorisations and approvals by virtue of which the shares have been or will be created and/or issued and indication of the issue date. 1.7.Where and when the shares will be or have been admitted to trading. 1.8.Description of any restrictions on the free transferability of the shares. 1.9.Indication of the existence of any mandatory takeover bids/or squeeze-out and sell-out rules in relation to the shares. 1.10.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. 1.11.Impact on the issuer of the underlying share of the exercise of the right and potential dilution effect for the shareholders. 2.When the issuer of the underlying is an entity belonging to the same group, the information to provide on this issuer is the one required by the share registration document schedule. Minimum disclosure requirements for the registration document for securities issued by collective investment undertakings of the closed-end type (schedule) In addition to the information required in this schedule, the collective investment undertaking must provide the following information as required under paragraphs and items 1, 2, 3, 4, 5.1, 7, 9.1, 9.2.1, 9.2.3, 10.4, 13, 14, 15, 16, 17.2, 18, 19, 20, 21, 22, 23, 24, 25 in (minimum disclosure requirements for the share registration document schedule). 1.Investment objective and policy 1.1.A detailed description of the investment objective and policy which the collective investment undertaking will pursue and a description of how that investment objectives and policy may be varied including any circumstances in which such variation requires the approval of investors. A description of any techniques and instruments that may be used in the management of the collective investment undertaking. 1.2.The borrowing and/or leverage limits of the collective investment undertaking. If there are no such limits, include a statement to that effect. 1.3.The regulatory status of the collective investment undertaking together with the name of any regulator in its country of incorporation. 1.4.The profile of a typical investor for whom the collective investment undertaking is designed.