sou · GSB395d2 · 2005-01-01 00:00:00 — Registration document schedule for public international bodies and for issuers of debt securities guaranteed by a member state of the 1For the registration document for securities issued by public international bodies and for securities unconditionally and irrevocably guaranteed, on the basis of national legislation, by a state which is member of the information shall be given in accordance with the schedule set out in . 2The schedule shall apply to: –all types of securities issued by public international bodies, –to debt securities unconditionally and irrevocably guaranteed, on the basis of national legislation, by a state which is member of the . Combination of schedules and blocks 1The use of the combinations provided for in the table set out in be mandatory when drawing up prospectuses for the types of securities to which those combinations correspond according to this table. However, for securities not covered by those combinations further combinations may be used. 2The most comprehensive and stringent registration document schedule, i.e. the most demanding schedule in term of number of information items and the extent of the information included in them, may always be used to issue securities for which a less comprehensive and stringent registration document schedule is provided for, according to the following ranking of schedules: 1.share registration document schedule; 2.debt and derivative securities registration document schedule for securities with a denomination per unit of less than 000; 3.debt and derivative securities registration document schedule for securities with a denomination per unit at least 000. Minimum information to be included in a base prospectus and its related final terms 1A base prospectus shall be drawn up by using one or a combination of schedules and blocks provided for in Articles 4 to 20 according to the combinations for various types of securities set out in . A base prospectus shall contain the information items required in Annexes I to XVII depending on the type of issuer and securities involved, provided for in the schedules and blocks set out in Articles 4 to 20. A competent authority shall not request that a base prospectus contains information items which are not included in Annexes I to XVII. In order to ensure conformity with the obligation referred to in Article 5(1) of Directive 2003/71/EC, the competent authority of the home , when approving a base prospectus in accordance with Article 13 of that Directive, may require that the information provided by the issuer, the offeror or the person asking for admission to trading on a regulated market be completed, for each of the information items, on a case by case basis. 2The issuer, the offeror or the person asking for admission to trading on a regulated market may omit information items which are not known when the base prospectus is approved and which can only be determined at the time of the individual issue. 3The use of the combinations provided for in the table in be mandatory when drawing up base prospectuses for the types of securities to which those combinations correspond according to this table. However, for securities not covered by those combinations further combinations may be used. 4The final terms attached to a base prospectus shall only contain the information items from the various securities note schedules according to which the base prospectus is drawn up. 5In addition to the information items set out in the schedules and blocks referred to in Articles 4 to 20 the following information shall be included in a base prospectus: 1.indication on the information that will be included in the final terms; 2.the method of publication of the final terms; if the issuer is not in a position to determine, at the time of the approval of the prospectus, the method of publication of the final terms, an indication of how the public will be informed about which method will be used for the publication of the final terms; 3.in the case of issues of non equity securities according to point (a) of Article 5(4) of Directive 2003/71/EC, a general description of the programme. 6Only the following categories of securities may be contained in a base prospectus and its related final terms covering issues of various types of securities: 1.asset backed securities; 2.warrants falling under Article 17; 3.non-equity securities provided for under point (b) of Article 5(4) of Directive 2003/71/EC; 4.all other non-equity securities including warrants with the exception of those mentioned in (2). In drawing up a base prospectus the issuer, the offeror or the person asking for admission to trading on a regulated market shall clearly segregate the specific information on each of the different securities included in these categories. 7Where an event envisaged under Article 16(1) of Directive 2003/71/EC occurs between the time that the base prospectus has been approved and the final closing of the offer of each issue of securities under the base prospectus or, as the case may be, the time that trading on a regulated market of those securities begins, the issuer, the offeror or the person asking for admission to trading on a regulated market shall publish a supplement prior to the final closing of the offer or the admission of those securities to trading. Adaptations to the minimum information given in prospectuses and base prospectuses 1Notwithstanding Articles 3 second paragraph and 22(1) second subparagraph, where the issuers activities fall under one of the categories included in , the competent authority of the home , taking into consideration the specific nature of the activities involved, may ask for adapted information, in addition to the information items included in the schedules and blocks set out in Articles 4 to 20, including, where appropriate, a valuation or other experts report on the assets of the issuer, in order to comply with the obligation referred to in Article 5(1) of Directive 2003/71/EC. The competent authority shall forthwith inform the Commission thereof. In order to obtain the inclusion of a new category in a notify its request to the Commission. The Commission shall update this list following the Committee procedure provided for in Article 24 of Directive 2003/71/EC. 2By way of derogation of Articles 3 to 22, where an issuer, an offeror or a person asking for admission to trading on a regulated market applies for approval of a prospectus or a base prospectus for a security which is not the same but comparable to the various types of securities mentioned in the table of combinations set out in , the issuer, the offeror or the person asking for admission to trading on a regulated market shall add the relevant information items from another securities note schedule provided for in Articles 4 to 20 to the main securities note schedule chosen. This addition shall be done in accordance with the main characteristics of the securities being offered to the public or admitted to trading on a regulated market. 3By way of derogation of Articles 3 to 22, where an issuer, an offeror or a person asking for admission to trading on a regulated market applies for approval of a prospectus or a base prospectus for a new type of security, the issuer, the offeror or the person asking for admission to trading on a regulated market shall notify a draft prospectus or base prospectus to the competent authority of the home . The competent authority shall decide, in consultation with the issuer, the offeror or the person asking for admission to trading on a regulated market, what information shall be included in the prospectus or base prospectus in order to comply with the obligation referred to in Article 5(1) of Directive 2003/71/EC. The competent authority shall forthwith inform the Commission thereof. The derogation referred to in the first subparagraph shall only apply in case of a new type of security which has features completely different from the various types of securities mentioned in , if the characteristics of this new security are such that a combination of the different information items referred to in the schedules and blocks provided for in Articles 4 to 20 is not pertinent. 4By way of derogation of Articles 3 to 22, in the cases where one of the information items required in one of the schedules or blocks referred to in 4 to 20 or equivalent information is not pertinent to the issuer, to the offer or to the securities to which the prospectus relates, that information may be omitted. Content of the summary of prospectus and base prospectus The issuer, the offeror or the person asking for admission to trading on a regulated market shall determine on its own the detailed content of the summary to the prospectus or base prospectus referred to in Article 5(2) of Directive 2003/71/EC. FORMAT OF THE PROSPECTUS, BASE PROSPECTUS AND SUPPLEMENTS Format of the prospectus 1Where an issuer, an offeror or a person asking for the admission to trading on a regulated market chooses, according to Article 5(3) of Directive 2003/71/EC to draw up a prospectus as a single document, the prospectus shall be composed of the following parts in the following order: 1.a clear and detailed table of contents; 2.the summary provided for in Article 5 (2) of Directive 2003/71/EC; 3.the risk factors linked to the issuer and the type of security covered by the issue; 4.the other information items included in the schedules and blocks according to which the prospectus is drawn up. 2Where an issuer, an offeror or a person asking for the admission to trading on a regulated market chooses, according to in Article 5(3) of Directive 2003/71/EC, to draw up a prospectus composed of separate documents, the securities note and the registration document shall be each composed of the following parts in the following order: 1.a clear and detailed table of content; 2.as the case may be, the risk factors linked to the issuer and the type of security covered by the issue; 3.the other information items included in the schedules and blocks according to which the prospectus is drawn up. 3In the cases mentioned in paragraphs 1 and 2, the issuer, the offeror or the person asking for admission to trading on a regulated market shall be free in defining the order in the presentation of the required information items included in the schedules and blocks according to which the prospectus is drawn up. 4Where the order of the items does not coincide with the order of the information provided for in the schedules and blocks according to which the prospectus is drawn up, the competent authority of the home may ask the issuer, the offeror or the person asking for the admission to trading on a regulated market to provide a cross reference list for the purpose of checking the prospectus before its approval. Such list shall identify the pages where each item can be found in the prospectus. 5Where the summary of a prospectus must be supplemented according to Article 16(1) of Directive 2003/71/EC, the issuer, the offeror or the person asking for admission to trading on a regulated market shall decide on a case-by-case basis whether to integrate the new information in the original summary by producing a new summary, or to produce a supplement to the summary. If the new information is integrated in the original summary, the issuer, the offeror or the person asking for admission to trading on a regulated market shall ensure that investors can easily identify the changes, in particular by way of footnotes. Format of the base prospectus and its related final terms 1Where an issuer, an offeror or a person asking for the admission to trading on a regulated market chooses, according to Article 5 (4) of Directive 2003/71/EC to draw up a base prospectus, the base prospectus shall be composed of the following parts in the following order: 1.a clear and detailed table of contents; 2.the summary provided for in Article 5 (2) of Directive 2003/71/EC; 3.the risk factors linked to the issuer and the type of security or securities covered by the issue(s); 4.the other information items included in the schedules and blocks according to which the prospectus is drawn up. 2Notwithstanding paragraph 1, the issuer, the offeror or the person asking for admission to trading on a regulated market shall be free in defining the order in the presentation of the required information items included in the schedules and blocks according to which the prospectus is drawn up. The information on the different securities contained in the base prospectus shall be clearly segregated. 3Where the order of the items does not coincide with the order of the information provided for by the schedules and blocks according to which the prospectus is drawn up, the home competent authority may ask the issuer, the offeror or the person asking for admission to trading on a regulated market to provide a cross reference list for the purpose of checking the prospectus before its approval. Such list should identify the pages where each item can be found in the prospectus. 4In case the issuer, the offeror or the person asking for admission to trading on a regulated market has previously filed a registration document for a particular type of security and, at a later stage, chooses to draw up base prospectus in conformity with the conditions provided for in points (a) and (b) of Article 5(4) of Directive 2003/71/EC, the base prospectus shall contain: 1.the information contained in the previously or simultaneously filed and approved registration document which shall be incorporated by reference, following the conditions provided for in Article 28 of this Regulation; 2.the information which would otherwise be contained in the relevant securities note less the final terms where the final terms are not included in the base prospectus. 5The final terms attached to a base prospectus shall be presented in the form of a separate document containing only the final terms or by inclusion of the final terms into the base prospectus. In the case that the final terms are included in a separate document containing only the final terms, they may replicate some information which has been included in the approved base prospectus according to the relevant securities note schedule that has been used for drawing up the base prospectus. In this case the final terms have to be presented in such a way that they can be easily identified as such. A clear and prominent statement shall be inserted in the final terms indicating that the full information on the issuer and on the offer is only available on the basis of the combination of base prospectus and final terms and where the base prospectus is available. 6Where a base prospectus relates to different securities, the issuer, the offeror or the person asking for admission to trading on a regulated market shall include a single summary in the base prospectus for all securities. The information on the different securities contained in the summary, however, shall be clearly segregated. 7Where the summary of a base prospectus must be supplemented according to Article 16(1) of Directive 2003/71/EC, the issuer, the offeror or the person asking for admission to trading on a regulated market shall decide on a case-by-case basis whether to integrate the new information in the original summary by producing a new summary, or by producing a supplement to the summary. If the new information is integrated in the original summary of the base prospectus by producing a new summary, the issuer, the offeror or the person asking for admission to trading on a regulated market shall ensure that investors can easily identify the changes, in particular by way of footnotes. 8Issuers, offerors or persons asking for admission to trading on a regulated market may compile in one single document two or more different base prospectuses. INFORMATION AND INCORPORATION BY REFERENCE Publication of the document referred to in Article 10(1) of Directive 2003/71/EC 1The document referred to in Article 10(1) of Directive 2003/71/EC shall be made available to the public, at the choice of the issuer, the offeror or the person asking for admission to trading on a regulated market, through one of the means permitted under Article 14 of that Directive in the home of the issuer. 2The document shall be filed with the competent authority of the home and made available to the public at the latest 20 working days after the publication of the annual financial statements in the home . 3The document shall include a statement indicating that some information may be out- of-date, if such is the case. Arrangements for incorporation by reference 1Information may be incorporated by reference in a prospectus or base prospectus, notably if it is contained in one the following documents: 1.annual and interim financial information; 2.documents prepared on the occasion of a specific transaction such as a merger or de- merger; 3.audit reports and financial statements; 4.memorandum and articles of association; 5.earlier approved and published prospectuses and/or base prospectuses; 7.circulars to security holders. 2The documents containing information that may be incorporated by reference in a prospectus or base prospectus or in the documents composing it shall be drawn up following the provisions of Article 19 of Directive 2003/71/EC. 3If a document which may be incorporated by reference contains information which has undergone material changes, the prospectus or base prospectus shall clearly state such a circumstance and shall give the updated information. 4The issuer, the offeror or the person asking for admission to trading on a regulated market may incorporate information in a prospectus or base prospectus by making reference only to certain parts of a document, provided that it states that the nonincorporated parts are either not relevant for the investor or covered elsewhere in the prospectus. 5When incorporating information by reference, issuers, offerors or persons asking for admission to trading on a regulated market shall endeavour not to endanger investor protection in terms of comprehensibility and accessibility of the information. PUBLICATION AND DISSEMINATION OF ADVERTISEMENTS Publication in electronic form 1The publication of the prospectus or base prospectus in electronic form, either pursuant to points (c) (d) and (e) of Article 14(2) of Directive 2003/71/EC, or as an additional means of availability, shall be subject to the following requirements: 1.the prospectus or base prospectus shall be easily accessible when entering the web- site; 2.the file format shall be such that the prospectus or base prospectus cannot be modified; 3.the prospectus or base prospectus shall not contain hyperlinks, with exception of links to the electronic addresses where information incorporated by reference is available; 4.the investors shall have the possibility of downloading and printing the prospectus or base prospectus. The exception referred to in point 3 of the first subparagraph shall only be valid for documents incorporated by reference; those documents shall be available with easy and immediate technical arrangements. 2If a prospectus or base prospectus for offer of securities to the public is made available on the web-sites of issuers and financial intermediaries or of regulated markets, these shall take measures, to avoid targeting residents in Members States or third countries where the offer of securities to the public does not take place, such as the insertion of a disclaimer as to who are the addressees of the offer. 1In order to comply with point (a) of Article 14(2) of Directive 2003/71/EC the publication of a prospectus or a base prospectus shall be made in a general or financial information newspaper having national or supra-regional scope; 2If the competent authority is of the opinion that the newspaper chosen for publication does not comply with the requirements set out in paragraph 1, it shall determine a newspaper whose circulation is deemed appropriate for this purpose taking into account, in particular, the geographic area, number of inhabitants and reading habits in each . Publication of the notice 1If a makes use of the option, referred to in Article 14(3) of Directive 2003/71/EC, to require the publication of a notice stating how the prospectus or base prospectus has been made available and where it can be obtained by the public, that notice shall be published in a newspaper that fulfils the requirements for publication of prospectuses according to Article 30 of this Regulation. If the notice relates to a prospectus or base prospectus published for the only purpose of admission of securities to trading on a regulated market where securities of the same class are already admitted, it may alternatively be inserted in the gazette of that regulated market, irrespective of whether that gazette is in paper copy or electronic form. 2The notice shall be published no later than the next working day following the date of publication of the prospectus or base prospectus pursuant to Article 14(1) of Directive 2003/71/EC. 3The notice shall contain the following information: 1.the identification of the issuer; 2.the type, class and amount of the securities to be offered and/or in respect of which admission to trading is sought, provided that these elements are known at the time of the publication of the notice; 3.the intended time schedule of the offer/admission to trading; 4.a statement that a prospectus or base prospectus has been published and where it can be obtained; 5.if the prospectus or base prospectus has been published in a printed form, the addresses where and the period of time during which such printed forms are available to the public; 6.if the prospectus or base prospectus has been published in electronic form, the addresses to which investors shall refer to ask for a paper copy; 7.the date of the notice. List of approved prospectuses The list of the approved prospectuses and base prospectuses published on the web-site of the competent authority, in accordance with Article 14(4) of Directive 2003/71/EC, shall mention how such prospectuses have been made available and where they can be obtained. Publication of the final terms of base prospectuses The publication method for final terms related to a base prospectus does not have to be the same as the one used for the base prospectus as long as the publication method used is one of the publication methods indicated in Article 14 of the Directive 2003/71/EC. Advertisements related to an offer to the public of securities or to an admission to trading on a regulated market may be disseminated to the public by interested parties, such as issuer, offeror or person asking for admission, the financial intermediaries that participate in the placing and/or underwriting of securities, notably by one of the following means of communication: 1.addressed or unaddressed printed matter; 2.electronic message or advertisement received via a mobile telephone or pager; 4.Press advertising with or without order form; 6.telephone with or without human intervention; 7.seminars and presentations; 12.facsimile (fax); 18.web posting including internet banners. TRANSITIONAL AND FINAL PROVISIONS 1The obligation for Community issuers to restate in a prospectus historical financial information according to Regulation (EC) No 1606/2002, set out in item 20.1, item 13.1, items 8.2, items 20.1 and item 11.1 shall not apply to any period earlier than 1 January 2004 or, where an issuer has securities admitted to trading on a regulated market on 1 2005, until the issuer has published its first consolidated annual accounts with accordance with Regulation (EC) No 1606/2002.