PRM App 2 Disclosure annexes

SECTION 1

PERSONS RESPONSIBLE, THIRD-PARTY INFORMATION, EXPERTS’ REPORTS AND FCA APPROVAL

Item 1.1

Identify all person's responsible for the information or any parts of it, given in the registration document with, in the latter case, an indication of such parts. In the case of natural persons, including members of the issuer's administrative, management or supervisory bodies, indicate the name and function of the person; in the case of legal persons indicate the name and registered office.

Item 1.2

A declaration by those responsible for the registration document that, to the best of their knowledge, the information contained in the registration document is in accordance with the facts and that the registration document makes no omission likely to affect its import.

Where applicable, a declaration by those responsible for certain parts of the registration document that, to the best of their knowledge, the information contained in those parts of the registration document for which they are responsible is in accordance with the facts and that those parts of the registration document make no omission likely to affect their import.

Item 1.3

Where a statement or report attributed to a person as an expert is included in the registration document, provide the following details for that person:

(1) name;

(2) business address;

(3) qualifications; and

(4) material interest, if any, in the issuer.

If the statement or report has been produced at the issuer's request, state that such statement or report has been included in the registration document with the consent of the person who has authorised the contents of that part of the registration document for the purpose of the prospectus.

Item 1.4

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.

Item 1.5

A statement that:

(1) the registration document/prospectus (as applicable) has been approved by the FCA;

(2) the FCA only approves this registration document/prospectus (as applicable) as meeting the standards of completeness, comprehensibility and consistency imposed by the rules in PRM; and

(3) such approval should not be considered as an endorsement of the issuer that is the subject of this registration document/prospectus (as applicable).

SECTION 2

STATUTORY AUDITORS

Item 2.1

Names and addresses of the issuer's auditors for the period covered by the historical financial information (together with their membership of a professional body).

Item 2.2

If auditors have resigned, been removed or have not been re-appointed during the period covered by the historical financial information, indicate details if material.

SECTION 3

RISK FACTORS

Item 3.1

A description of the material risks that are specific to the issuer, in a limited number of categories, in a section headed ‘Risk factors’.

In each category, the most material risks, in the assessment undertaken by the issuer or person asking for admission to trading, taking into account the negative impact on the issuer and the probability of their occurrence, must be set out first. The risks must be corroborated by the content of the registration document.

SECTION 4

INFORMATION ABOUT THE ISSUER

Item 4.1

The legal and commercial name of the issuer.

Item 4.2

The place of registration of the issuer, its registration number and legal entity identifier (LEI).

Item 4.3

The date of incorporation and the length of life of the issuer, except where the period is indefinite.

Item 4.4

The domicile and legal form of the issuer, the legislation under which the issuer operates, its country of incorporation, the address and telephone number of its registered office (or principal place of business, if different from its registered office), and website of the issuer, if any, with a disclaimer that the information on the website does not form part of the prospectus, unless that information is incorporated by reference into the prospectus in accordance with PRM 5 (Incorporation by reference and use of hyperlinks).

SECTION 5

BUSINESS OVERVIEW

Item 5.1

Principal activities

Item 5.1.1

A description of, and key factors relating to, the nature of the issuer's operations and its principal activities, stating the main categories of products sold and/or services performed for each financial year for the period covered by the historical financial information.

Item 5.1.2

An indication of any significant new products and/or services that have been introduced and, to the extent the development of new products or services has been publicly disclosed, give the status of their development.

Item 5.2

Principal markets

A description of the principal markets in which the issuer competes, including a breakdown of total revenues by operating segment and geographic market for each financial year for the period covered by the historical financial information.

Item 5.3

The important events in the development of the issuer's business.

Item 5.4

Strategy and objectives

A description of the issuer's business strategy and objectives, both financial and non-financial (if any). This description must take into account the issuer's future challenges and prospects.

Item 5.5

If material to the issuer's business or profitability, summary information regarding the extent to which the issuer is dependent on patents or licences, industrial, commercial or financial contracts, or new manufacturing processes.

Item 5.6

The basis for any statements made by the issuer regarding its competitive position.

Item 5.7

Investments

Item 5.7.1

A description, including the amount, of the issuer's material investments for each financial year for the period covered by the historical financial information up to the date of the registration document.

Item 5.7.2

A description of any material investments of the issuer that are in progress or for which firm commitments have already been made, including the geographic distribution of these investments (home and abroad) and the method of financing, whether internal or external.

Item 5.7.3

Information relating to the joint ventures and 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.

Item 5.7.4

A description of any environmental issues that may affect the issuer's utilisation of the tangible fixed assets.           

Item 5.8

Climate-related information

Item 5.8.1

A description of the issuer's governance arrangements for assessing and managing climate-related risks and opportunities

Item 5.8.2

A description of the actual and potential impacts of climate-related risks and opportunities on the issuer's businesses, strategy and financial planning.

Item 5.8.3

If the issuer has published a transition plan, where the contents are material, a summary of key information about the transition plan and where it may be located and inspected.

Note: The Transition Plan Taskforce Disclosure Framework issued on 9 October 2023 may be of assistance in identifying the relevant information to be disclosed for the purpose of Item 5.8.3.

Item 5.8.4

A description of how the issuer identifies, assesses and manages climate-related risks.

Item 5.8.5

If material, a description of the metrics and targets used to assess and manage relevant climate-related risks and opportunities.

SECTION 6

ORGANISATIONAL STRUCTURE

Item 6.1

If the issuer is part of a group, a brief description of the group and the issuer's position within the group. This may be in the form of, or accompanied by, a diagram of the organisational structure if this helps to clarify the structure.

Item 6.2

A list of the issuer's significant subsidiaries, including name, country of incorporation or residence, the proportion of ownership interest held and, if different, the proportion of voting power held.

SECTION 7

OPERATING AND FINANCIAL REVIEW

Item 7.1

Financial condition

Item 7.1.1

To the extent not covered elsewhere in the registration document and to the extent necessary for an understanding of the issuer's business as a whole, a fair review of the development and performance of the issuer's business and of its position for each year and interim period for which historical financial information is required, including the causes of material changes. 

The review must be a balanced and comprehensive analysis of the development and performance of the issuer's business and of its position, consistent with the size and complexity of the business.

To the extent necessary for an understanding of the issuer's development, performance or position, the analysis must include both financial and, where appropriate, non-financial Key Performance Indicators (KPIs) relevant to the particular business. The analysis must, where appropriate, include references to, and additional explanations of, amounts reported in the annual financial statements.

Item 7.1.2

To the extent not covered elsewhere in the registration document and to the extent necessary for an understanding of the issuer's business as a whole, the review must also give an indication of: 

(1) the issuer's likely future development;

(2) activities in the field of research and development.

The requirements set out in Item 7.1 may be satisfied by the inclusion of the directors’ report required by section 415 of the Companies Act 2006.

Item 7.2

Operating results

Item 7.2.1

Information regarding significant factors, including unusual or infrequent events or new developments, materially affecting the issuer's income from operations and an indication of the extent to which income was so affected.

Item 7.2.2

Where the historical financial information discloses material changes in net sales or revenues, a narrative discussion of the reasons for such changes.

SECTION 8

CAPITAL RESOURCES

Item 8.1

Information concerning the issuer's capital resources, both short term and long term.

Item 8.2

An explanation of the sources and amounts of, and a narrative description of, the issuer's  cash flows.

Item 8.3

Information on the borrowing requirements and funding structure of the issuer.

Item 8.4

Information regarding any restrictions on the use of capital resources that have materially affected, or could materially affect, directly or indirectly, the issuer's operations.

Item 8.5

Information regarding the anticipated sources of funds needed to fulfil commitments referred to in Item 5.7.2.

SECTION 9

REGULATORY ENVIRONMENT

Item 9.1

A description of the regulatory environment that the issuer operates in and that may materially affect its business, together with information regarding any governmental, economic, fiscal, monetary or political policies or factors that have materially affected, or could materially affect, directly or indirectly, the issuer's operations.

SECTION 10

TREND INFORMATION

Item 10.1

A description of:

(1) the most significant recent trends in production, sales and inventory, and costs and selling prices since the end of the last financial year to the date of the registration document; and

(2) any significant change in the financial performance of the group since the end of the last financial period for which financial information has been published to the date of the registration document, or an appropriate negative statement.

Item 10.2

Information on any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the issuer's prospects for at least the current financial year.

SECTION 11

PROFIT FORECASTS OR PROFIT ESTIMATES

Item 11.1

Where an issuer has published a profit forecast or a profit estimate which is still outstanding and valid, that profit forecast or profit estimate must be included in the registration document. If a profit forecast or profit estimate has been published and is still outstanding, but no longer valid, then an issuer must provide a statement to that effect and an explanation of why such profit forecast or profit estimate is no longer valid. Such an invalid profit forecast or profit estimate is not subject to the requirements in Items 11.2 and 11.3.

Item 11.2

Where an issuer chooses to include a new profit forecast or a new profit estimate, or a previously published profit forecast or a previously published profit estimate pursuant to Item 11.1, the profit forecast or profit estimate must be clear and unambiguous and contain a statement setting out the principal assumptions upon which the issuer has based its profit forecast, or profit estimate. 

The profit forecast or profit estimate must comply with the following principles:

(1) 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;

(2) the assumptions must be reasonable, readily understandable by investors, specific and precise, and not relate to the general accuracy of the profit estimate underlying the profit forecast; and

(3) in the case of a profit forecast, the assumptions must draw the investor’s attention to those uncertain factors which could materially change the outcome of the profit forecast.

Item 11.3

The prospectus must include a statement that the profit forecast or profit estimate has been compiled and prepared on a basis which is both:

(1) comparable with the historical financial information; and

(2) consistent with the issuer's accounting policies.

SECTION 12

ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES AND SENIOR MANAGEMENT

Item 12.1

(1) Names, business addresses and functions within the issuer of the following persons and an indication of the principal activities performed by them outside of that 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;

(c) founders, if the issuer has been established for fewer than 5 years; and

(d) any senior manager who is relevant to establishing that the issuer has the appropriate expertise and experience for the management of the issuer's business.

(2) Details of the nature of any family relationship between any of the persons referred to in points (1)(a) to (1)(d).

(3) In the case of each member of the administrative, management or supervisory bodies of the issuer and of each person referred to in points (1)(b) and (1)(d), details of that person's relevant management expertise and experience and the following information:

(a) the names of all companies and partnerships where those persons have been a member of the administrative, management or supervisory bodies or partner at any time in the previous 5 years, indicating whether or not the individual is still a member of the administrative, management or supervisory bodies or partner. It is not necessary to list all the subsidiaries of an issuer of which the person is also a member of the administrative, management or supervisory bodies;

(b)

(i) details of any convictions in relation to fraudulent offences for at least the previous 5 years; and

(ii) details of any unspent convictions in relation to indictable offences;

(c) details of any bankruptcies, receiverships, liquidations or companies put into administration in respect of those persons described in points (1)(a) and (1)(d) who acted in one or more of those capacities for at least the previous 5 years;

(d) details of any official public incrimination and/or sanctions involving such persons by statutory or regulatory authorities (including taxation authorities and designated professional bodies) and whether they have ever been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of an issuer or from acting in the management or conduct of the affairs of any issuer for at least the previous 5 years.

(4) If there is no such information required to be disclosed, a statement to that effect is to be made.

Item 12.2

Administrative, management and supervisory bodies and senior management conflicts of interests

Potential conflicts of interests of the persons referred to in Item 12.1 between any duties to the issuer and their private interests and/or other duties must be clearly stated. In the event that there are no such conflicts, a statement to that effect must be made.

Any arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any person referred to in Item 12.1 was selected as a member of the administrative, management or supervisory bodies or member of senior management.

Details of any restrictions agreed by the persons referred to in Item 12.1 on the disposal within a certain period of time of their holdings in the issuer's securities.

SECTION 13

REMUNERATION AND BENEFITS

In relation to the last full financial year for those persons referred to in points (1)(a) and (1)(d) of Item 12.1:

Item 13.1

The amount of remuneration paid (including any contingent or deferred compensation), and benefits in kind granted to such persons by the issuer and its subsidiaries for services in all capacities to the issuer and its subsidiaries by any person.

That information must be provided on an individual basis, unless individual disclosure is not required in the issuer's home country and is not otherwise publicly disclosed by the issuer.

Item 13.2

The total amounts set aside or accrued by the issuer or its subsidiaries to provide for pension, retirement or similar benefits.

SECTION 14

BOARD PRACTICES

In relation to the issuer's last completed financial year and, unless otherwise specified, with respect to those persons referred to in point (1)(a) of Item 12.1, the information in Item 14.1 to Item 14.5 must be disclosed.

Item 14.1

Date of expiration of the current term of office, if applicable, and the period during which the person has served in that office.

Item 14.2

Information about members of the administrative, management or supervisory bodies’ service contracts with the issuer or any of its subsidiaries providing for benefits upon termination of employment, or an appropriate statement to the effect that no such benefits exist.

Item 14.3

Information about the issuer's audit committee and remuneration committee, including the names of committee members and a summary of the terms of reference under which the committee operates.

Item 14.4

A statement as to whether or not the issuer complies with the corporate governance regime(s) applicable to the issuer. 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.

Item 14.5

Potential material impacts on the corporate governance, including future changes in the board and committees’ composition, in so far as this has been already decided by the board and/or shareholders meetings.

SECTION 15

EMPLOYEES

Item 15.1

Either the number of employees at the end of the period or the average for each financial year for the period covered by the historical financial information up to the date of the registration document (and changes in such numbers, if material) and, where possible and material, a breakdown of persons employed by main category of activity and geographic location. If the issuer employs a significant number of temporary employees, include disclosure of the number of temporary employees on average during the most recent financial year.

Item 15.2

Shareholdings and stock options

With respect to each person referred to in points (1)(a) and (1)(d) of Item 12.1, information as to their share ownership and any options over such shares in the issuer as of the most recent practicable date.

Item 15.3

A description of any arrangements for involving the employees in the capital of the issuer.

SECTION 16

MAJOR SHAREHOLDERS

Item 16.1

In so far as is known to the issuer, the name of any person other than a member of the administrative, management or supervisory bodies who, directly or indirectly, has an interest in the issuer's capital or voting rights which is notifiable under the issuer's national law, together with the amount of each such person's interest, as at the date of the registration document or, if there are no such persons, an appropriate statement to the effect that no such person exists.

Item 16.2

Whether the issuer's major shareholders have different voting rights, or an appropriate statement to the effect that no such voting rights exist.

Item 16.3

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 the measures in place to ensure that such control is not abused.

Item 16.4

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.

SECTION 17

RELATED PARTY TRANSACTIONS

Item 17.1

Details of related party transactions, which for these purposes are those set out in the UK-adopted international accounting standards, that the issuer has entered into during the period covered by the historical financial information and up to the date of the registration document, must be disclosed in accordance with UK-adopted international accounting standards if applicable.

If such standards do not apply to the issuer, the following information must be disclosed:

(1) the nature and extent of any transactions which are, as a single transaction or in their entirety, material to the issuer. Where such related party transactions are not concluded at arm’s length, an explanation of why these transactions were not concluded at arm’s length. In the case of outstanding loans, including guarantees of any kind,  indicate the amount outstanding; and 

(2) the amount or the percentage to which related party transactions form part of the turnover of the issuer.

SECTION 18

FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES

Item 18.1

Historical financial information

Item 18.1.1

Audited historical financial information covering the latest 3 financial years, or such shorter period as the issuer has been in operation, and the audit report in respect of each year.

Item 18.1.2

Change of accounting reference date

If the issuer has changed its accounting reference date during the period for which historical financial information is required, the audited historical information must cover at least 36 months, or the entire period for which the issuer has been in operation, whichever is shorter.

Item 18.1.3

Accounting standards

The financial information must be prepared in accordance with the rules in PRM 4.4.11R to PRM 4.4.15R. 

Item 18.1.4

Change of accounting framework

The last audited historical financial information, containing comparative information for the previous year, must be presented and prepared in a form consistent with the accounting standards framework that will be adopted in the issuer's next published annual financial statements, having regard to accounting standards and policies and legislation applicable to such annual financial statements.

Changes within the accounting framework applicable to an issuer do not require the audited financial statements to be restated solely for the purposes of the prospectus. However, if the issuer intends to adopt a new accounting standards framework in its next published financial statements, at least one complete set of financial statements, as defined by IAS 1 Presentation of Financial Statements as set out in the UK-adopted international accounting standards, including comparatives, must be presented in a form consistent with that which will be adopted in the issuer's next published annual financial statements, having regard to accounting standards and policies and legislation applicable to such annual financial statements.

Item 18.1.5

Where the audited financial information is prepared according to national accounting standards, it must include at least the following:

(1) the balance sheet;

(2) the income statement;

(3) a statement showing either all changes in equity or changes in equity other than those arising from capital transactions with owners and distributions to owners;

(4) the cash flow statement; and

(5) the accounting policies and explanatory notes.

Item 18.1.6

Consolidated financial statements

If the issuer prepares both standalone and consolidated financial statements, include at least the consolidated financial statements in the registration document.

Item 18.1.7

Age of financial information

The balance sheet date of the last year of audited financial information may not be older than one of the following:

(1) 18 months from the date of the registration document if the issuer includes audited interim financial statements in the registration document; or

(2) 16 months from the date of the registration document if the issuer includes unaudited interim financial statements in the registration document.

Item 18.2

Interim and other financial information

Item 18.2.1

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 audited or reviewed, the audit or review report must also be included. If the quarterly or half-yearly financial information is not audited or has not been reviewed,  state that fact.

If the registration document is dated more than 9 months after the date of the last audited financial statements, it must contain interim financial information, which may be unaudited, in which case that fact must be stated, covering at least the first 6 months of the financial year.

Interim financial information must be prepared in accordance with the requirements of section 403 of the Companies Act 2006.

For issuers not subject to section 403 of the Companies Act 2006, 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 year’s end balance sheet in accordance with the applicable financial reporting framework.

Item 18.3

Auditing of historical annual financial information

Item 18.3.1

The historical annual financial information must be independently audited. The audit report must be prepared in accordance with the UK law which implemented the Audit Directive and the Audit Regulation.

Where the UK law which implemented the Audit Directive and the Audit Regulation do not apply, the historical annual financial information must be 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 the UK or an equivalent standard.

Item 18.3.2

Where audit reports on the historical financial information:

(1) have been refused by the statutory auditors; or

(2) contain:

(a) qualifications; 

(b) modifications of opinion; 

(c) disclaimers;

(d) emphasis of matter; 

(e) statement of material uncertainty relating to going concern; or

(f) any other matters reported on by exception, 

the reason for any of the points in (1) and (2) must be given, points in (2) must be reproduced in full and any applicable information required to be disclosed by this Item prominently disclosed in the prospectus. 

Item 18.3.3

Indication of other information in the registration document that has been audited by the auditors.

Item 18.3.4

Where financial information in the registration document is not extracted from the issuer's audited financial statements, state the source of the information and that the information is not audited.

Item 18.4

Pro forma financial information

Item 18.4.1

In the case of a significant gross change, a description of how the transaction might have affected the assets, liabilities and earnings of the issuer, had the transaction been undertaken at the commencement of the period being reported on or at the date reported.

This requirement will normally be satisfied by the inclusion of pro forma financial information. This pro forma financial information is to be presented as set out in PRM App 2 Annex 15 and must include the information indicated therein.

Pro forma financial information must be accompanied by a report prepared by independent accountants or auditors.

Item 18.5

Dividend policy

Item 18.5.1

A description of the issuer's policy on dividend distributions and any restrictions thereon. If the issuer has no such policy, it must include an appropriate negative statement.

Item 18.5.2

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.

Item 18.6

Legal and arbitration proceedings

Item 18.6.1

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 group’s financial position or profitability, or provide an appropriate negative statement.

Item 18.7

Significant change in the issuer's financial position

Item 18.7.1

A description of any significant change in the financial position of the issuer's group which has occurred since the end of the last financial period for which either audited financial statements or interim financial information has been published, or provide an appropriate negative statement.

SECTION 19

ADDITIONAL INFORMATION

Item 19.1

Share capital

The information in Items 19.1.1 to 19.1.7 in the historical financial information as of the date of the most recent balance sheet.

Item 19.1.1

The amount of issued capital and, for each class of share capital:

(1) the total of the issuer's authorised share capital;

(2) the number of shares issued and fully paid and issued but not fully paid;

(3) the par value per share, or state that the shares have no par value; and

(4) a reconciliation of the number of shares outstanding at the beginning and end of the year.

If more than 10% of capital has been paid for with assets other than cash within the period covered by the historical financial information, state that fact.

Item 19.1.2

If there are shares not representing capital, state the number and main characteristics of such shares.

Item 19.1.3

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.

Item 19.1.4

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.

Item 19.1.5

Information about and terms of any acquisition rights, and/or obligations over authorised but unissued capital, or an undertaking to increase the capital.

Item 19.1.6

Information about any capital of any member of the issuer's group which is under option, or agreed conditionally, or unconditionally, to be put under option and details of such options, including information of the persons to whom such options relate.

Item 19.1.7

A history of share capital, highlighting information about any changes, for the period covered by the historical financial information.

Item 19.2

Memorandum and Articles of Association

Item 19.2.1

The register and the entry number therein, if applicable, and a brief description of the issuer's objects and purposes and where they can be found in the up-to-date memorandum and articles of association.

Item 19.2.2

Where there is more than one class of existing shares, a description of the rights, preferences and restrictions attaching to each class.

Item 19.2.3

A brief description of any provision of the issuer's articles of association, statutes, charter or bylaws that would have an effect of delaying, deferring or preventing a change in control of the issuer.

SECTION 20

MATERIAL CONTRACTS

Item 20.1

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 2 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.

SECTION 21

DOCUMENTS AVAILABLE

Item 21.1

A statement that for the term of the registration document the following documents, where applicable, can be inspected:

(1) the up-to-date memorandum and articles of association of the issuer; and

(2) all reports, letters, and other documents, valuations and statements prepared by any expert at the issuer's request, any part of which is included or referred to in the registration document.

An indication of the website on which the documents can be inspected.

SECTION 1

INFORMATION TO BE DISCLOSED ABOUT THE ISSUER

Item 1.1

The issuer must disclose information in accordance with the disclosure requirements for the registration document for equity securities laid down in PRM App 2 Annex 1.

Item 1.2

When the universal registration document is approved by the FCA, Item 1.5 of PRM App 2 Annex 1 must be supplemented with a statement that the universal registration document may be used for admission to trading if completed by amendments, if applicable, and a securities note and summary approved in accordance with the rules in PRM.

When the universal registration document is filed and published without prior approval, Item 1.5 of PRM App 2 Annex 1 must be replaced with a statement that:

(1) the universal registration document has been filed with the FCA without prior approval in accordance with PRM 2.6 ; and 

(2) the universal registration document may be used for admission to trading if approved by the FCA together with any amendments, if applicable, and a securities note and summary approved in accordance with the rules in PRM.

SECTION 1

PERSONS RESPONSIBLE, THIRD-PARTY INFORMATION, EXPERTS’ REPORTS AND FCA APPROVAL

Item 1.1

Identify all persons responsible for the information, or any parts of it, given in the registration document with, in the latter case, an indication of such parts. 

In the case of natural persons, including members of the issuer's administrative, management or supervisory bodies, indicate the name and function of the person; in the case of legal persons, indicate the name and registered office.

Item 1.2

A declaration by those responsible for the registration document that, to the best of their knowledge, the information contained in the registration document is in accordance with the facts and that the registration document makes no omission likely to affect its import.

Where applicable, a declaration by those responsible for certain parts of the registration document that, to the best of their knowledge, the information contained in those parts of the registration document for which they are responsible is in accordance with the facts and that those parts of the registration document make no omission likely to affect their import.

Item 1.3

Where a statement or report attributed to a person as an expert is included in the registration document, provide the following details for that person: 

(1) name;

(2) business address;

(3) qualifications; and

(4) material interest, if any, in the issuer.

If the statement or report has been produced at the issuer's request, state that such statement or report has been included in the registration document with the consent of the person who has authorised the contents of that part of the registration document for the purpose of the prospectus.

Item 1.4

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.

Item 1.5

A statement that:

(1) the registration document/prospectus (as applicable) has been approved by the FCA;

(2) the FCA only approves this registration document/prospectus (as applicable) as meeting the standards of completeness, comprehensibility and consistency imposed by the rules in PRM;

(3) such approval should not be considered as an endorsement of the issuer that is the subject of this registration document/prospectus (as applicable); and

(4) the registration document/prospectus (as applicable) has been drawn up as part of a simplified prospectus in accordance with PRM 7 .

SECTION 2

STATUTORY AUDITORS

Item 2.1

Names of the issuer's auditors for the period covered by the historical financial information, together with their membership of a professional body.

SECTION 3

RISK FACTORS

Item 3.1

A description of the material risks that are specific to the issuer, in a limited number of categories, in a section headed ‘Risk factors’.

In each category, the most material risks, in the assessment undertaken by the issuer or person asking for admission to trading, taking into account the negative impact on the issuer and the probability of their occurrence, must be set out first. The risks must be corroborated by the content of the registration document.

SECTION 4

INFORMATION ABOUT THE ISSUER

Item 4.1

The legal and commercial name of the issuer.

Item 4.2

The domicile and legal form of the issuer, legal entity identifier (LEI), the legislation under which the issuer operates, its country of incorporation, the address and telephone number of its registered office (or principal place of business if different from its registered office), and website of the issuer, if any, with a disclaimer that the information on the website does not form part of the prospectus, unless that information is incorporated by reference into the prospectus in accordance with PRM 5 (Incorporation by reference and use of hyperlinks).

SECTION 5

BUSINESS OVERVIEW

Item 5.1

A brief description of:

(1) the key principal activities of the issuer; and

(2) any significant changes impacting the issuer's operations and principal activities since the end of the period covered by the latest published audited financial statements, including the following:

(a) an indication of any significant new products and services that have been introduced;

(b) the status of the development of new products or services to the extent that they have been publicly disclosed; and 

(c) any material changes in the issuer's regulatory environment since the period covered by the latest published audited financial statements.

Item 5.2

Investments

Item 5.2.1

A description of the issuer's material investments made since the date of the last published financial statements and which are in progress and/or for which firm commitments have already been made, together with the anticipated source of funds.

SECTION 6

TREND INFORMATION

Item 6.1

A description of:

(1) the most significant recent trends in production, sales and inventory, and costs and selling prices since the end of the last financial year to the date of the registration document;

(2) any significant change in the financial performance of the issuer's group since the end of the last financial period for which financial information has been published to the date of the registration document, or provide an appropriate negative statement; and

(3) information on any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the issuer's prospects for at least the current financial year.

SECTION 7

PROFIT FORECASTS OR PROFIT ESTIMATES

Item 7.1

Where an issuer has published a profit forecast or a profit estimate which is still outstanding and valid, that profit forecast or profit estimate must be included in the registration document. If a profit forecast or profit estimate has been published and is still outstanding, but no longer valid, then provide a statement to that effect and an explanation of why such profit forecast or profit estimate is no longer valid. Such an invalid profit forecast or profit estimate is not subject to the requirements in Items 7.2 and 7.3.

Item 7.2

Where an issuer chooses to include a new profit forecast or a new profit estimate, or where the issuer includes a previously published profit forecast or a previously published profit estimate pursuant to Item 7.1, the profit forecast or profit estimate must be clear and unambiguous and must contain a statement setting out the principal assumptions upon which the issuer has based its profit forecast or profit estimate.

The profit forecast or profit estimate must comply with the following principles:

(1) 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;

(2) the assumptions must be reasonable, readily understandable by investors, specific and precise, and not relate to the general accuracy of the profit estimates underlying the profit forecast; and

(3) in the case of a profit forecast, the assumptions must draw the investor’s attention to those uncertain factors which could materially change the outcome of the profit forecast.

Item 7.3

The prospectus must include a statement that the profit forecast or profit estimate has been compiled and prepared on a basis which is both:

(1) comparable with the historical financial information; and

(2) consistent with the issuer's accounting policies.

SECTION 8

ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES AND SENIOR MANAGEMENT

Item 8.1

(1) Names, business addresses and functions within the issuer of the following persons and an indication of the principal activities performed by them outside of that 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;

(c) founders, if the issuer has been established for fewer than 5 years; and

(d) any senior manager who is relevant to establishing that the issuer has the appropriate expertise and experience for the management of the issuer's business.

(2) Details of the nature of any family relationship between any of the persons referred to in points (1)(a) to (d).

(3) To the extent not already disclosed, and in the case of new members of the administrative, management or supervisory bodies of the issuer (since the date of the latest audited annual financial statements), and of each person referred to in points (1)(b) and (d), the following information:

(a) the names of all companies and partnerships where those persons have been a member of the administrative, management or supervisory bodies or partner at any time in the previous 5 years, indicating whether or not the individual is still a member of the administrative, management or supervisory bodies or partner. It is not necessary to list all the subsidiaries of an issuer of which the person is also a member of the administrative, management or supervisory bodies;

(b)

(i) details of any convictions in relation to fraudulent offences for at least the previous 5 years; and 

(ii) details of any unspent convictions in relation to indictable offences;

(c) details of any bankruptcies, receiverships, liquidations or companies put into administration in respect of those persons described in points (1)(a) and (1)(d) who acted in one or more of those capacities for at least the previous 5 years;

(d) details of any official public incrimination and/or sanctions involving such persons by statutory or regulatory authorities (including taxation authorities and designated professional bodies) and whether they have ever been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of an issuer or from acting in the management or conduct of the affairs of any issuer for at least the previous 5 years.

(4) If there is no such information required to be disclosed, a statement to that effect is to be made.

Item 8.2

Potential conflicts of interest between any duties carried out on behalf of the issuer by the persons referred to in Item 8.1 and their private interests or other duties must be clearly stated. In the event that there are no such conflicts a statement to that effect must be made.

Any arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any person referred to in Item 8.1 was selected as a member of the administrative, management or supervisory bodies or member of senior management.

Details of any restrictions agreed by the persons referred to in Item 8.1 on the disposal within a certain period of time of their holdings in the issuer's securities.

SECTION 9

MAJOR SHAREHOLDERS

Item 9.1

In so far as is known to the issuer, the name of any person other than a member of the administrative, management or supervisory bodies who, directly or indirectly, has an interest in the issuer's capital or voting rights which is notifiable under the issuer's national law, together with the amount of each such person's interest, as of the date of the registration document or, if there are no such persons, an appropriate statement to the effect that no such person exists.

Item 9.2

Whether the issuer's major shareholders have different voting rights, or an appropriate statement to the effect that no such voting rights exist.

Item 9.3

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 the measures in place to ensure that such control is not abused.

Item 9.4

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.

SECTION 10

RELATED PARTY TRANSACTIONS

Item 10.1

Details of related party transactions, which for these purposes are those set out in the UK-adopted international accounting standards, that the issuer has entered into since the date of the last financial statements, must be disclosed in accordance with the UK-adopted international accounting standards if applicable. 

If such standards do not apply to the issuer the following information must be disclosed:

(1) the nature and extent of any transactions which are, as a single transaction or in their entirety, material to the issuer. Where such related party transactions are not concluded at arm’s length, provide an explanation of why these transactions were not concluded at arm’s length. In the case of outstanding loans, including guarantees of any kind, indicate the amount outstanding;

(2) the amount or the percentage to which related party transactions form part of the turnover of the issuer.

SECTION 11

FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES

Item 11.1

Financial statements

Financial statements (annual and half-yearly) are required to be published covering the period of 12 months prior to the approval of the prospectus.

Where both annual and half-yearly financial statements have been published, only the annual statements will be required where they postdate the half-yearly financial statements.

Item 11.2

Auditing of annual financial information

Item 11.2.1

Audit report 

The annual financial statements must be independently audited. The audit report must be prepared in accordance with the UK law which implemented the Audit Directive and the Audit Regulation.

Where the UK law which implemented the Audit Directive and the Audit Regulation do not apply, the annual financial statements must be 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 the UK or an equivalent standard. Otherwise, the following information must be included in the registration document:

(1) a prominent statement disclosing which auditing standards have been applied; and

(2) an explanation of any significant departures from International Standards on Auditing.

Item 11.2.2

Where audit reports on the historical financial information:

  (1) have been refused by the statutory auditors; or

  (2) contain:

       (a) qualifications;

       (b) modifications of opinion; 

       (c) disclaimers;  

       (d) emphasis of matter;

       (e) statement of material uncertainty relating to going concern; or 

       (f) any other matters reported on by exception,

the reason for any of the points in (1) and (2) must be given, points in (2) must be reproduced in full and any applicable information required to be disclosed by this Item prominently disclosed in the prospectus.

Item 11.2.3

Indication of other information in the registration document which has been audited by the auditors.

Item 11.2.4

Where financial information in the registration document is not extracted from the issuer's audited financial statements, state the source of the data and that the data is not audited.

Item 11.3

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 group’s financial position or profitability, or provide an appropriate negative statement.

Item 11.4

Significant change in the issuer's financial position

A description of any significant change in the financial position of the issuer's group which has occurred since the end of the last financial period for which either audited financial statements or interim financial information has been published, or provide an appropriate negative statement.

Item 11.5

Pro forma financial information 

In the case of a significant gross change, a description of how the transaction may have affected the assets and liabilities and earnings of the issuer, had the transaction been undertaken at the commencement of the period being reported on or at the date reported.

This requirement will normally be satisfied by the inclusion of pro forma financial information. This pro forma financial information must be presented as set out in PRM App 2 Annex 15 and must include the information indicated therein.

Pro forma financial information must be accompanied by a report prepared by independent accountants or auditors.

Item 11.6

Dividend policy

A description of the issuer's policy on dividend distributions and any restrictions thereon.

Item 11.6.1

The amount of the dividend per share for the last financial year adjusted, where the number of shares in the issuer has changed, to make it comparable.

SECTION 12

ADDITIONAL INFORMATION

Item 12.1

Share capital

Where there is no balance sheet dated later than the annual financial information referred to in section 11, the disclosure in this section 12 is not required.

Subject to the above paragraph, disclose the information in Items 12.1.1 and 12.1.2 in the annual financial statements as of the date of the most recent balance sheet.

Item 12.1.1

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.

Item 12.1.2

Information about, and terms of, any acquisition rights and or obligations over authorised but unissued capital or an undertaking to increase the capital.

SECTION 13

REGULATORY DISCLOSURES

Item 13.1

A summary of the information disclosed under the Market Abuse Regulation over the last 12 months which is relevant as at the date of the prospectus. The summary must be presented in an easily analysable, concise and comprehensible form and must not be a replication of information already published under the Market Abuse Regulation.

The summary must be presented in a limited number of categories depending on their subject.

SECTION 14

MATERIAL CONTRACTS

Item 14.1

A brief 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 2 years immediately preceding publication of the registration document.

A brief 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.

SECTION 15

DOCUMENTS AVAILABLE

Item 15.1

A statement that, for the term of the registration document, the following documents, where applicable, can be inspected:

(1) the up-to-date memorandum and articles of association of the issuer; and

(2) all reports, letters, and other documents, valuations and statements prepared by any expert at the issuer's request, any part of which is included or referred to in the registration document.

An indication of the website on which the documents can be inspected.

PRM App 2 Annex 1 Section/ Item required

Amendment of requirements for a collective investment undertaking

1 

2

3

4

6

7.1

7.2.1

8.4

9

The description of the regulatory environment that the issuer operates in needs only relate to the regulatory environment relevant to the issuer's investments.

11

12

13

14

15.2

16

17

18

Applicable except in respect of pro forma financial information.

19

20

21

PRM App 2 Annex 3 Section/ Item required

Amendment of requirements for a collective investment undertaking

1

2

3

4

7

8

9

10

11

Applicable except in respect of pro forma financial information.

12

13

14

15

PRM App 2 Annex 1 Section/Item required

To be disclosed in relation to the fund manager

To be disclosed in relation to both the fund and the fund manager

2

●

4

●

6

●

12

●

13

●

14

●

15.1

●

15.2

●*

16

●

18

●

20

●

SECTION 1

INVESTMENT OBJECTIVE AND POLICY

Item 1.1

(1) a description of the investment policy, strategy and objectives of the collective investment undertaking;

(2) information on where the underlying collective investment undertaking(s) is/are established, if the collective investment undertaking is a fund comprising of funds;

(3) a description of the types of assets in which the collective investment undertaking may invest;

(4) the techniques it may employ and all associated risks, together with the circumstances in which the collective investment undertaking may use leverage;

(5) the types and sources of leverage permitted and the associated risks;

(6) any restrictions on the use of leverage and any collateral and asset reuse arrangements; and

(7) the maximum level of leverage which may be employed on behalf of the collective investment undertaking.

Item 1.2

A description of the procedures by which the collective investment undertaking may change its investment strategy or investment policy, or both.

Item 1.3

The leverage limits of the collective investment undertaking. If there are no such limits, include a statement to that effect.

Item 1.4

The regulatory status of the collective investment undertaking together with the name of any regulator in its country of incorporation.

Item 1.5

The profile of a typical investor for whom the collective investment undertaking is designed.

Item 1.6

A statement confirming the following:

(1) the registration document/prospectus (as applicable) has been approved by the FCA;

(2) the FCA only approves this registration document/prospectus (as applicable) as meeting the standards of completeness, comprehensibility and consistency imposed by the rules in PRM; and 

(3) such approval should not be considered as an endorsement of the issuer that is the subject of this registration document/prospectus (as applicable).

SECTION 2

INVESTMENT RESTRICTIONS

Item 2.1

A statement of the investment restrictions which apply to the collective investment undertaking, if any, and an indication of how the holders of securities will be informed of the actions that the investment manager will take in the event of a breach.

Item 2.2

(1) Certain information is required to be disclosed, where more than 25% of the gross assets of any collective investment undertaking (except where the registration document is being prepared for an entity as a result of the application of Item 2.3 or 2.5) may be:

(a) invested in, either directly or indirectly, or loaned to any single underlying issuer (including the underlying issuer's subsidiaries or affiliates);

(b) invested in one or more collective investment undertakings which may invest in excess of 25% of its gross assets in other collective investment undertakings (open-end and/or closed-end type); or

(c) exposed to the creditworthiness or solvency of any one counterparty (including its subsidiaries or affiliates).

(2) The information referred to in (1) must comprise the following in either of the following circumstances:

(a) where the underlying securities are not admitted to trading on a specified market, information relating to each underlying issuer/collective investment undertaking/counterparty as if it were an issuer for the purposes of the minimum disclosure requirements for the registration document for equity securities (in the case of (1)(a)), or minimum disclosure requirements for the registration document for units issued by closed-end collective investment undertakings (in the case of (1)(b)), or the minimum disclosure requirements for the registration document for non-equity securities (in the case of (1)(c)); or

(b) if the securities issued by the underlying issuer/collective investment undertaking/counterparty have already been admitted to trading on a specified market, or the obligations are guaranteed by an entity admitted to trading on a specified market, the name, address, country of incorporation, nature of business and name of the market in which its securities are admitted.

The disclosure requirement referred to in (2)(a) and (b) will not apply where the 25% threshold is exceeded due to appreciations or depreciations, changes in exchange rates, or by reason of the receipt of rights, bonuses, benefits in the nature of capital or by reason of any other action affecting every holder of that investment, provided the investment manager has regard to the threshold when considering changes in the investment portfolio.

Where the collective investment undertaking can reasonably demonstrate to the FCA that it is unable to access some or all of the information required under (2)(a), the collective investment undertaking must disclose all of the information that it is able to access, that it is aware of, and/or that it is able to ascertain from information published by the underlying issuer/collective investment undertaking/counterparty in order to satisfy as far as is practicable the requirements laid down in (2)(a). In this case, the prospectus must include a prominent warning that the collective investment undertaking has been unable to access specified items of information that would otherwise be required to be included in the prospectus and therefore a reduced level of disclosure has been provided in relation to a specified underlying issuer, collective investment undertaking or counterparty.

Item 2.3

Where a collective investment undertaking invests in investments in excess of 25% of its gross assets in other collective investment undertakings, open ended and/or closed ended, a description of the investment and how the risk is spread in relation to those investments must be disclosed. In addition, Item 2.2 will apply in addition to all underlying investments of the collective investment undertaking as if those investments had been made directly.

Item 2.4

With reference to (1)(c) of Item 2.2, if collateral is advanced to cover that portion of the exposure to any one counterparty in excess of 25% of the gross assets of the collective investment undertaking, set out the details of such collateral arrangements.

Item 2.5

Where a collective investment undertaking invests in investments in excess of 40% of its gross assets in another collective investment undertaking, one of the following must be disclosed:

(1) information relating to each underlying collective investment undertaking as if it were an issuer under minimum disclosure requirements as set out in this annex; or 

(2) if securities issued by an underlying collective investment undertaking have already been admitted to trading on a specified market, or the obligations are guaranteed by an entity admitted to trading on a specified market, then the name, address, country of incorporation, nature of business and name of the market in which its securities are admitted.

Where the collective investment undertaking can reasonably demonstrate to the FCA that it is unable to access some or all of the information required under (2)(a) of Item 2.2, the collective investment undertaking must disclose all of the information that it is able to access, that it is aware of, and/or that it is able to ascertain from information published by the underlying issuer/collective investment undertaking/counterparty in order to satisfy as far as is practicable the requirements laid down in (2)(a) of Item 2.2. In this case, the prospectus must include a prominent warning that the collective investment undertaking has been unable to access specified items of information that would otherwise be required to be included in the prospectus and therefore a reduced level of disclosure has been provided in relation to a specified underlying issuer, collective investment undertaking or counterparty.

Item 2.6

Physical commodities

Where a collective investment undertaking invests directly in physical commodities, a disclosure of that fact and the percentage of the gross assets that will be so invested.

Item 2.7

Property collective investment undertakings

Where a collective investment undertaking holds property as part of its investment objective and where that property is more than ancillary to its business, the percentage of the portfolio that is to be invested in property, the description of the property and any material costs relating to the acquisition and holding of such property must be disclosed. In addition, a valuation report relating to the properties must be included.

The disclosure requirements set out in Item 4.1 will apply to:

(1) the entity producing the valuation report; and 

(2) any other entity responsible for the administration of the property.

Item 2.8

Derivatives financial instruments/money-market instruments/currencies

Where a collective investment undertaking invests in derivatives, financial instruments, money-market instruments or currencies other than for the purposes of efficient portfolio management – namely, solely for the purpose of reducing, transferring or eliminating investment risk in the underlying investments of a collective investment undertaking, including any technique or instrument used to provide protection against exchange and credit risks – a statement of whether those investments are used for hedging or for investment purposes and a description of where and how risk is spread in relation to those investments must be included.

Item 2.9

Item 2.2 does not apply to investment in securities issued or guaranteed by a government, government agency or instrumentality of the UK, its regional or local authorities, or of any OECD Member State.

Item 2.10

Point 1(a) of Item 2.2 does not apply to a collective investment undertaking whose investment objective is to track, without material modification, a broadly based and recognised published index. A statement setting out details of where information about the index can be obtained must be included.

SECTION 3

THE APPLICANT’S SERVICE PROVIDERS

Item 3.1

The actual or estimated maximum amount of all material fees payable directly or indirectly by the collective investment undertaking for any services provided under arrangements entered into on, or prior to, the date of the registration document and a description of how these fees are calculated.

Item 3.2

A description of any fee payable directly or indirectly by the collective investment undertaking which cannot be quantified under Item 3.1 and which is or which may be material.

Item 3.3

If any service provider to the collective investment undertaking is in receipt of any benefits from third parties, other than the collective investment undertaking, by virtue of providing any services to the collective investment undertaking, and those benefits may not accrue to the collective investment undertaking, a statement of that fact, the name of that third party, if available, and a description of the nature of the benefits must be disclosed.

Item 3.4

The identity of the service providers and a description of their duties and the investor’s rights.

Item 3.5

A description of any material potential conflicts of interest which any of the service providers to the collective investment undertaking may have as between their duty to the collective investment undertaking and duties owed by them to third parties and their other interests. A description of any arrangements which are in place to address such potential conflicts.

SECTION 4

INVESTMENT MANAGER/ADVISERS

Item 4.1

In respect of any investment manager, the information required to be disclosed under Items 4.1 to 4.4 of PRM App 2 Annex 1 and, if material, under Item 5.3 of PRM App 2 Annex 1, together with a description of its regulatory status and experience.

Item 4.2

In respect of any entity providing investment advice in relation to the assets of the collective investment undertaking, the name and a brief description of the entity.

SECTION 5

CUSTODY

Item 5.1

A full description of how the assets of the collective investment undertaking will be held and by whom and any fiduciary or similar relationship between the collective investment undertaking and any third party in relation to custody.

Where a depositary, trustee, or other fiduciary is appointed, the following must be provided:

(1) such information as is required to be disclosed under Items 4.1 to 4.4 of PRM App 2 Annex 1 and, if material, under Item 5.3 of PRM App 2 Annex 1;

(2) a description of the obligations of each party under the custody or similar agreement;

(3) any delegated custody arrangements; and

(4) the regulatory status of each party and their delegates.

Item 5.2

Where any entity other than those entities referred to in Item 5.1 holds any assets of the collective investment undertaking, a description of how these assets are held together with a description of any additional risks.

SECTION 6

VALUATION

Item 6.1

A description of the valuation procedure and of the pricing methodology for valuing assets.

Item 6.2

Details of all circumstances in which valuations may be suspended and a statement of how such suspension will be communicated or made available to investors.

SECTION 7

CROSS LIABILITIES

Item 7.1

In the case of an umbrella collective investment undertaking, a statement of any cross liability that may occur between classes of investments in other collective investment undertakings and any action taken to limit such liability.

SECTION 8

FINANCIAL INFORMATION

Item 8.1

Where a collective investment undertaking has not commenced operations and no financial statements have been made up as at the date of the registration document, since the date of incorporation or establishment, a statement to that effect. 

Where a collective investment undertaking has commenced operations, the provisions of section 18 of PRM App 2 Annex 1 or section 11 of PRM App 2 Annex 3 will apply as appropriate.

Item 8.2

A comprehensive and meaningful analysis of the collective investment undertaking’s portfolio. Where the portfolio is not audited, this must be clearly marked as such.

Item 8.3

An indication of the latest net asset value of the collective investment undertaking or the latest market price of the unit or share of the collective investment undertaking. Where the net asset value or the latest market price of the unit or share is not audited, this must be clearly marked as such.

SECTION 1

INFORMATION ABOUT THE ISSUER OF THE UNDERLYING SHARES

For depositary receipts issued over shares, the information about the issuer of the underlying share must be provided in accordance with PRM App 2 Annex 1 .

For depositary receipts issued over shares that meet the requirements of PRM 7( Simplified disclosure regime for secondary issuances), the information about the issuer of the underlying share must be provided in accordance with PRM App 2 Annex 3 .

SECTION 2

INFORMATION ABOUT THE ISSUER OF THE DEPOSITARY RECEIPTS

Primary issuance

Secondary issuances

Item 2.1

Name, registered office, legal entity identifier (LEI) and principal administrative establishment if different from the registered office.

●

●

Item 2.2

Date of incorporation and length of life of the issuer, except where the period is indefinite.

●

●

Item 2.3

Legislation under which the issuer operates and the legal form which it has adopted under that legislation.

●

●

SECTION 1

PERSONS RESPONSIBLE, THIRD-PARTY INFORMATION, EXPERTS’ REPORTS AND FCA APPROVAL

Item 1.1

Identify all persons responsible for the information or any parts of it, given in the registration document with, in the latter case, an indication of such parts. In the case of natural persons, including members of the issuer's administrative, management or supervisory bodies, indicate the name and function of the person; in the case of legal persons, indicate the name and registered office.

Item 1.2

A declaration by those responsible for the registration document that, to the best of their knowledge, the information contained in the registration document is in accordance with the facts and that the registration document makes no omission likely to affect its import.

Where applicable, a declaration by those responsible for certain parts of the registration document that, to the best of their knowledge, the information contained in those parts of the registration document for which they are responsible is in accordance with the facts, and that those parts of the registration document make no omission likely to affect their import.

Item 1.3

Where a statement or report attributed to a person as an expert is included in the registration document, provide the following information in relation to that person:

(1) name;

(2) business address;

(3) qualifications; and

(4) material interest, if any, in the issuer.

If the statement or report has been produced at the issuer's request, state that such statement or report has been included in the registration document with the consent of the person who has authorised the contents of that part of the registration document for the purpose of the prospectus.

Item 1.4

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.

Item 1.5

A statement that:

(1) the registration document/prospectus (as applicable) has been approved by the FCA;

(2) the FCA only approves this registration document/prospectus (as applicable) as meeting the standards of completeness, comprehensibility and consistency imposed by the rules in PRM; and 

(3) such approval should not be considered as an endorsement of the issuer that is the subject of this registration document/prospectus (as applicable).

SECTION 2

STATUTORY AUDITORS

Item 2.1

Names and addresses of the issuer's auditors for the period covered by the historical financial information (together with their membership of a professional body).

Item 2.2

If auditors have resigned, been removed or have not been re-appointed during the period covered by the historical financial information, indicate details if material.

SECTION 3

RISK FACTORS

Item 3.1

A description of the material risks that are specific to the issuer and that may affect the issuer's ability to fulfil its obligations under the transferable securities, in a limited number of categories, in a section headed ‘Risk Factors’.

In each category the most material risks, in the assessment of the issuer or person asking for admission to trading, taking into account the negative impact on the issuer and the probability of their occurrence, must be set out first. The risk factors must be corroborated by the content of the registration document.

SECTION 4

INFORMATION ABOUT THE ISSUER

Item 4.1

History and development of the issuer.

Item 4.1.1

The legal and commercial name of the issuer.

Item 4.1.2

The place of registration of the issuer, its registration number and legal entity identifier (LEI).

Item 4.1.3

The date of incorporation and the length of life of the issuer, except where the period is indefinite.

Item 4.1.4

The domicile and legal form of the issuer, the legislation under which the issuer operates, its country of incorporation, the address and telephone number of its registered office (or principal place of business if different from its registered office), and website of the issuer, if any, with a disclaimer that the information on the website does not form part of the prospectus, unless that information is incorporated by reference into the prospectus  in accordance with PRM 5 (Incorporation by reference and use of hyperlinks).

Item 4.1.5

Details of any recent events particular to the issuer and which are to a material extent relevant to an evaluation of the issuer’s solvency.

Item 4.1.6

Credit ratings assigned to the issuer at the request or with the cooperation of the issuer in the rating process.

SECTION 5

BUSINESS OVERVIEW

Item 5.1

Principal activities

Item 5.1.1

A brief description of the issuer's principal activities, stating the main categories of products sold and/or services performed.

Item 5.1.2

The basis for any statements made by the issuer regarding its competitive position.

SECTION 6

ORGANISATIONAL STRUCTURE

Item 6.1

If the issuer is part of a group, a brief description of the group and the issuer's position within the group. This may be in the form of, or accompanied by, a diagram of the organisational structure if this helps to clarify the structure.

Item 6.2

If the issuer is dependent upon other entities within the group, this must be clearly stated, together with an explanation of this dependence.

SECTION 7

TREND INFORMATION

Item 7.1

A description of:

(1) any material adverse change in the prospects of the issuer since the date of its last published audited financial statements; and

(2) any significant change in the financial performance of the group since the end of the last financial period for which financial information has been published to the date of the registration document.

If neither of the above are applicable, the issuer should include (an) appropriate negative statement(s). 

SECTION 8

PROFIT FORECASTS OR PROFIT ESTIMATES

Item 8.1

Where an issuer includes on a voluntary basis a profit forecast or a profit estimate, that profit forecast or profit estimate must be clear and unambiguous and contain a statement setting out the principal assumptions upon which the issuer has based its profit forecast or profit estimate.

The profit forecast or profit estimate must comply with the following principles:

(1) 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;

(2) the assumptions must be reasonable, readily understandable by investors, specific and precise, and not relate to the general accuracy of the estimates underlying the profit forecast; and

(3) in the case of a profit forecast, the assumptions must draw the investor’s attention to those uncertain factors which could materially change the outcome of the profit forecast.

Item 8.2

The prospectus must include a statement that the profit forecast or profit estimate has been compiled and prepared on a basis which is both:

(1) comparable with the historical financial information; and 

(2) consistent with the issuer's accounting policies.

SECTION 9

ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES

Item 9.1

Names, business addresses and functions within the issuer of the following persons and an indication of the principal activities performed by them outside of that issuer where these are significant with respect to that issuer:

(1) members of the administrative, management or supervisory bodies; and

(2) partners with unlimited liability, in the case of a limited partnership with a share capital.

Item 9.2

Administrative, management and supervisory bodies conflicts of interests

Potential conflicts of interests of the persons referred to in Item 9.1 between any duties to the issuer and their private interests and/or other duties must be clearly stated. In the event that there are no such conflicts, a statement to that effect must be made.

SECTION 10

MAJOR SHAREHOLDERS

Item 10.1

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 the measures in place to ensure that such control is not abused.

Item 10.2

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.

SECTION 11

FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES

Item 11.1

Historical financial information

Item 11.1.1

Historical financial information covering the latest 2 financial years (at least 24 months), or such shorter period as the issuer has been in operation, and the audit report in respect of each year.

Item 11.1.2

Change of accounting reference date

If the issuer has changed its accounting reference date during the period for which historical financial information is required, the audited historical financial information must cover at least 24 months, or the entire period for which the issuer has been in operation, whichever is shorter.

Item 11.1.3

Accounting standards

The financial information must be prepared in accordance with the rules in PRM 4.4.11R to PRM 4.4.15R.

Item 11.1.4

Where the audited financial information is prepared according to national accounting standards, the financial information must include at least the following:

(1) the balance sheet;

(2) the income statement; and

(3) the accounting policies and explanatory notes.

Item 11.1.5

Consolidated financial statements

If the issuer prepares both standalone and consolidated financial statements, include at least the consolidated financial statements in the registration document.

Item 11.1.6

Age of financial information

The balance sheet date of the last year of audited financial information must not be older than 18 months from the date of the registration document.

Item 11.2

Auditing of historical financial information

Item 11.2.1

The historical annual financial information must be independently audited. The audit report must be prepared in accordance with the UK law which implemented the Audit Directive and the Audit Regulation. 

Where the UK law which implemented the Audit Directive and the Audit Regulation do not apply, the historical financial information must be 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 the UK or an equivalent standard. Otherwise, the following information must be included in the registration document:

(1) a prominent statement disclosing which auditing standards have been applied; and 

(2) an explanation of any significant departures from International Standards on Auditing.

Item 11.2.2

Where audit reports on the historical financial information:

(1) have been refused by the statutory auditors; or

(2) contain:  

     (a) qualifications;

     (b) modifications of opinion; 

     (c) disclaimers;

     (d) emphasis of matter;

     (e) statement of material uncertainty relating to going concern; or 

     (f) any other matters reported on by exception, 

the reason for any of the points in (1) and (2) must be given, points in (2) must be reproduced in full and any applicable information required to be disclosed by this Item prominently disclosed in the prospectus.  

Item 11.2.3

Indication of other information in the registration document which has been audited by the auditors.

Item 11.2.4

Where financial information in the registration document is not extracted from the issuer's audited financial statements, state the source of the data and that the data is not audited.

Item 11.3

Legal and arbitration proceedings

Item 11.3.1

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 group’s financial position or profitability, or provide an appropriate negative statement.

Item 11.4

Significant change in the issuer's financial position

Item 11.4.1

A description of any significant change in the financial position of the issuer's group which has occurred since the end of the last financial period for which either audited financial information or interim financial information has been published, or provide an appropriate negative statement.

SECTION 12

MATERIAL CONTRACTS

Item 12.1

A brief summary of all material contracts that are not entered into in the ordinary course of the issuer's business, which could result in any group member being under an obligation or entitlement that is material to the issuer's ability to meet its obligations to security holders in respect of the transferable securities being issued.

SECTION 13

DOCUMENTS AVAILABLE

Item 13.1

A statement that, for the term of the registration document, the following documents, where applicable, can be inspected:

(1) the up-to-date memorandum and articles of association of the issuer;

(2) all reports, letters, and other documents, valuations and statements prepared by any expert at the issuer's request, any part of which is included or referred to in the registration document.

An indication of the website on which the documents may be inspected.

SECTION 1

PERSONS RESPONSIBLE, THIRD-PARTY INFORMATION, EXPERTS’ REPORTS AND FCA APPROVAL

Item 1.1

Identify all persons responsible for the information, or any parts of it, given in the registration document with, in the latter case, an indication of such parts. In the case of natural persons, including members of the issuer's administrative, management or supervisory bodies, indicate the name and function of the person; in the case of legal persons, indicate the name and registered office.

Item 1.2

A declaration by those responsible for the registration document that, to the best of their knowledge, the information contained in the registration document is in accordance with the facts and that the registration document makes no omission likely to affect its import.

Where applicable, a declaration by those responsible for certain parts of the registration document that, to the best of their knowledge, the information contained in those parts of the registration document for which they are responsible is in accordance with the facts and that those parts of the registration document make no omission likely to affect their import.

Item 1.3

Where a statement or report attributed to a person as an expert is included in the registration document, provide the following details for that person:

(1) name;

(2) business address;

(3) qualifications; and

(4) material interest, if any, in the issuer.

If the statement or report has been produced at the issuer's request, state that such statement or report has been included in the registration document with the consent of the person who has authorised the contents of that part of the registration document for the purpose of the prospectus.

Item 1.4

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 must identify the source(s) of the information.

Item 1.5

A statement that:

(1) the registration document/prospectus (as applicable) has been approved by the FCA;

(2) the FCA only approves this registration document/prospectus (as applicable) as meeting the standards of completeness, comprehensibility and consistency imposed by the rules in PRM; and

(3) such approval should not be considered as an endorsement of the issuer that is the subject of this registration document/prospectus (as applicable).

SECTION 2

STATUTORY AUDITORS

Item 2.1

Names and addresses of the issuer's auditors for the period covered by the historical financial information (together with any membership of a professional body).

SECTION 3

RISK FACTORS

Item 3.1

A description of the material risks that are specific to the issuer in a limited number of categories, in a section headed ‘Risk factors’.

In each category the most material risks, in the assessment of the issuer or person asking for admission to trading, taking into account the negative impact on the issuer and the probability of their occurrence, must be set out first. The risk factors must be corroborated by the content of the registration document.

SECTION 4

INFORMATION ABOUT THE ISSUER

Item 4.1

A statement whether the issuer has been established as a special purpose vehicle or entity for the purpose of issuing asset backed securities.

Item 4.2

The legal and commercial name of the issuer and the legal entity identifier (LEI).

Item 4.3

The place of registration of the issuer and its registration number.

Item 4.4

The date of incorporation and the length of life of the issuer, except where the period is indefinite.

Item 4.5

The domicile and legal form of the issuer, the legislation under which the issuer operates, its country of incorporation, the address and telephone number of its registered office (or principal place of business if different from its registered office), and website of the issuer, if any, or website of a third party or guarantor, with a disclaimer that the information on the website does not form part of the prospectus, unless that information is incorporated by reference into the prospectus in accordance with PRM 5 (Incorporation by reference and use of hyperlinks).

Item 4.6

Description of the amount of the issuer's authorised and issued capital and the amount of any capital agreed to be issued, the number and classes of the securities of which it is composed.

SECTION 5

BUSINESS OVERVIEW

Item 5.1

A brief description of the issuer's principal activities.

SECTION 6

ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES

Item 6.1

Names, business addresses and functions within the issuer of the following persons, and an indication of the principal activities performed by them outside of that issuer where these are significant with respect to that issuer:

(1) members of the administrative, management or supervisory bodies; and

(2) partners with unlimited liability, in the case of a limited partnership with a share capital.

SECTION 7

MAJOR SHAREHOLDERS

Item 7.1

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 the measures in place to ensure that such control is not abused.

SECTION 8

FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES

Item 8.1

Where, since the date of incorporation or establishment, an issuer has not commenced operations and no financial statements have been drawn up as at the date of the registration document, a statement to that effect must be provided in the registration document.

Item 8.2

Historical financial information

Where, since the date of incorporation or establishment, an issuer has commenced operations and financial statements have been drawn up, the registration document must contain historical financial information covering the latest 2 financial years (at least 24 months), or such shorter period as the issuer has been in operation, and the audit report in respect of each year.

Item 8.2.1

Accounting standards

The financial information must be prepared in accordance with the rules in  PRM 4.4.11R to PRM 4.4.15R.

Item 8.2.2

Where the audited financial information is prepared according to national accounting standards, it must include at least the following:

(1) the balance sheet;

(2) the income statement; and

(3) the accounting policies and explanatory notes.

Item 8.2.3

Audit report

The historical annual financial information must be independently audited. The audit report must be prepared in accordance with the UK law which implemented the Audit Directive and the Audit Regulation. 

Where the UK law which implemented the Audit Directive and the Audit Regulation do not apply, the historical financial information must be 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 the UK or an equivalent standard. Otherwise, the following information must be included in the registration document:

(1) a prominent statement disclosing which auditing standards have been applied; and 

(2) an explanation of any significant departures from International Standards on Auditing.

Item 8.2.4

A statement that the historical financial information has been audited. 

Where audit reports on the historical financial information:

   (1) have been refused by the statutory auditors; or 

   (2) contain:

     (a) qualifications; 

     (b) modifications of opinion;

     (c) disclaimers;

     (d) emphasis of matter;

     (e) statement of material uncertainty relating to going concern; or 

     (f) any other matters reported on by exception, 

the reason for any of the points in (1) and (2) must be given, points in (2) must be reproduced in full and any applicable information required to be disclosed by this Item prominently disclosed in the prospectus.

Item 8.3

Legal and arbitration proceedings

Information on any governmental, legal or arbitration proceedings, including any such proceedings which are pending or threatened of which the company 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 group’s financial position or profitability. If the issuer is not aware of any such proceedings, they must provide an appropriate negative statement.

Item 8.4

Material adverse change in the issuer's financial position

Where an issuer has prepared financial statements, include a statement that there has been no material adverse change in the financial position or prospects of the issuer since the date of its last published audited financial statements. Where a material adverse change has occurred, this must be disclosed in the registration document.

SECTION 9

DOCUMENTS AVAILABLE

Item 9.1

A statement that for the term of the registration document the following documents, where applicable, may be inspected:

(1) the memorandum and up-to-date articles of association of the issuer; and

(2) all reports, letters, and other documents, historical financial information, valuations and statements prepared by any expert at the issuer's request, any part of which is included or referred to in the registration document.

An indication of the website on which the documents can be inspected.

SECTION 1

PERSONS RESPONSIBLE, THIRD-PARTY INFORMATION, EXPERTS’ REPORTS AND FCA APPROVAL

Item 1.1

Identify all persons responsible for the information or any parts of it, given in the securities note with, in the latter case, an indication of such parts. In the case of natural persons, including members of the issuer's administrative, management or supervisory bodies, indicate the name and function of the person; in the case of legal persons, indicate the name and registered office.

Item 1.2

A declaration by those responsible for the securities note that, to the best of their knowledge, the information contained in the securities note is in accordance with the facts and that the securities note makes no omission likely to affect its import.

Where applicable, a declaration by those responsible for certain parts of the securities note that, to the best of their knowledge, the information contained in those parts of the securities note for which they are responsible is in accordance with the facts and that those parts of the securities note make no omission likely to affect their import.

Item 1.3

Where a statement or report attributed to a person as an expert is included in the securities note, provide the following in relation to that person:

(1) name;

(2) business address;

(3) qualifications; and

(4) material interest, if any, in the issuer.

If the statement or report has been produced at the issuer's request, state that such statement or report has been included in the securities note with the consent of the person who has authorised the contents of that part of the securities note for the purpose of the prospectus.

Item 1.4

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.

Item 1.5

A statement that:

(1) this securities note/prospectus (as applicable) has been approved by the FCA;

(2) the FCA only approves this securities note/prospectus (as applicable) as meeting the standards of completeness, comprehensibility and consistency imposed by the rules in PRM;

(3) such approval should not be considered as an endorsement of the quality of the transferable securities that are the subject of this securities note/prospectus (as applicable); and

(4) investors should make their own assessment as to the suitability of investing in the transferable securities.

SECTION 2

RISK FACTORS

Item 2.1

A description of the material risks that are specific to the transferable securities being admitted to trading in a limited number of categories, in a section headed ‘Risk factors’.

In each category, the most material risks, in the assessment of the issuer or person asking for admission to trading, taking into account the negative impact on the issuer and the transferable securities and the probability of their occurrence, must be set out first. The risks must be corroborated by the content of the securities note.

Working capital statement

Statement by the issuer that, in its opinion, the working capital is sufficient for the issuer's present requirements or, if not, how it proposes to provide the additional working capital needed.

Capitalisation and indebtedness

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. The term ‘indebtedness’ also includes indirect and contingent indebtedness.

In the case of material changes in the capitalisation and indebtedness position of the issuer within the 90-day period, additional information must be given through the presentation of a narrative description of such changes or through the updating of those figures.

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 in 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, then state the amount and sources of other funds needed. Details must be also 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.

SECTION 4

INFORMATION CONCERNING THE SECURITIES TO BE ADMITTED TO TRADING

Item 4.1

A description of the type and the class of the transferable securities being admitted to trading, including the International Securities Identification Number (ISIN).

Item 4.2

Legislation under which the transferable securities have been created.

Item 4.3

An indication of whether the transferable securities are in registered form or bearer form and whether the transferable securities are in certificated form or book-entry form. In the latter case, the name and address of the entity in charge of keeping the records.

Item 4.4

Currency of the transferable securities issue.

Item 4.5

A description of the rights attached to the transferable securities, including any limitations of those rights and procedure for the exercise of those rights:

(1) dividend rights:

(a) fixed date(s) on which entitlement arises;

(b) time limit after which entitlement to dividend lapses and an indication of the person in whose favour the lapse operates;

(c) dividend restrictions and procedures for non-resident holders; and

(d) rate of dividend or method of its calculation, periodicity and cumulative or non-cumulative nature of payments;

(2) voting rights;

(3) pre-emption rights in offers for subscription of transferable securities of the same class;

(4) right to share in the issuer's profits;

(5) rights to share in any surplus in the event of liquidation;

(6) redemption provisions; and

(7) conversion provisions.

Item 4.6

In the case of new issues, a statement of the resolutions, authorisations and approvals by virtue of which the transferable securities have been or will be created and/or issued.

Item 4.7

In the case of new issues, the expected issue date of the transferable securities.

Item 4.8

A description of any restrictions on the transferability of the transferable securities.

Item 4.9

Statement on the existence of any national legislation or regulations on takeovers applicable to the issuer which may frustrate such takeovers, if any.

A brief description of the shareholders’ rights and obligations in case of mandatory takeover bids and/or squeeze-out or sell-out rules in relation to the transferable securities.

Item 4.10

An indication of public takeover bids by third parties in respect of the issuer's 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.

Item 4.11

A warning that the tax legislation of the investor’s home country and of the issuer's country of incorporation may have an impact on the income received from the transferable securities. 

Information on the taxation treatment of the transferable securities where the proposed investment attracts a tax regime specific to that type of investment.

Item 4.12

Where applicable, the potential impact on the investment in the event of resolution under the UK law which implemented RRD.

Item 4.13

If different from the issuer, the identity and contact details of the person asking for admission to trading, including the legal entity identifier (LEI) where the person has legal personality.

SECTON 5

TERMS AND CONDITIONS OF THE OFFER/ISSUE

Item 5.1

Conditions, offer statistics, expected timetable and action required to apply for the offer.

Item 5.1.1

Conditions to which the issue/offer is subject.

Item 5.1.2

The time period, including any possible amendments, during which the offer will be open and a description of the application process.

Item 5.1.3

A description of any possibility to reduce subscriptions and the manner for refunding amounts paid in excess by applicants.

Item 5.1.4

Details of the minimum and/or maximum amount of application (whether in number of transferable securities or aggregate amount to invest).

Item 5.1.5

Method and time limits for paying up the transferable securities and for delivery of the transferable securities.

Item 5.1.6

A full description of the manner and date in which results of the issue are to be made public.

Item 5.1.7

The procedure for the exercise of any right of pre-emption, the negotiability of subscription rights and the treatment of subscription rights not exercised.

Item 5.1.8

Total amount of the issue/offer, distinguishing the transferable securities offered for sale and those offered for subscription; if the amount is not fixed, an indication of the amount of transferable securities to be offered, if available, and a description of the arrangements and time for announcing to the public through a primary information provider the definitive amount of the issue/offer.

Where the maximum amount of non-excluded transferable securities to be admitted to trading cannot be included in the securities note relating to an offer  that is not made reliant on one or more of the exemptions set out in paragraphs (1) to (5) and (12) of Schedule 1 to the Public Offers and Admissions to Trading Regulations, the securities note must specify that acceptances of the purchase or subscription of non-excluded transferable securities may be withdrawn for not less than 2 working days after the amount of non-excluded transferable securities has been filed.

Item 5.1.9

An indication of when, and under which circumstances, the offer may be revoked or suspended and whether revocation can occur after dealing has begun.

Item 5.1.10

An indication of the period during which an application may be withdrawn, provided that investors are allowed to withdraw their subscription.

Item 5.2

Plan of distribution and allotment

Item 5.2.1

Process for notifying applicants of the amount allotted and an indication of whether dealing may begin before notification is made.

Item 5.2.2

To the extent known to the issuer, an indication of whether major shareholders or members of the issuer's management, supervisory or administrative bodies intended to subscribe in the offer, or whether any person intends to subscribe for more than 5% of the offer.

Item 5.2.3

Pre-allotment disclosure:  

(1) the division into tranches of the offer, including the institutional, retail and issuer's employee tranches and any other tranches; 

(2) the conditions under which the claw-back may be used, the maximum size of such claw-back and any applicable minimum percentages for individual tranches; 

(3) the allotment method or methods to be used for the retail and issuer's employee tranches in the event of an over-subscription of these tranches;

(4) a description of any pre-determined preferential treatment to be accorded to certain classes 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 classes or groups; 

(5) 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;

(6) a target minimum individual allotment, if any, within the retail tranche;

(7) the conditions for the closing of the offer as well as the date on which the offer may be closed at the earliest; and

(8) whether or not multiple subscriptions are admitted and, where they are not, how any multiple subscriptions will be handled.

Item 5.3

Pricing

Item 5.3.1

An indication of the offer price of the transferable securities  to be admitted to trading and the amount of any expenses and taxes charged to the subscriber or purchaser.

If the offer price is not known and the offer falls within the scope of  PRM 2.4.1R(1), then – pursuant to  PRM 2.4.1R(1)(b) – indicate either:

(1) the maximum price of non-excluded transferable securities, as far as they are available; or

(2) the valuation methods and criteria, and/or conditions, in accordance with which the final offer price is to be determined and an explanation of any valuation methods used.

Where neither (1) nor (2) can be provided in the securities note, the securities note must specify that acceptances of the purchase or subscription of non-excluded transferable securities may be withdrawn for not less than 2 working days after the final offer price of non-excluded transferable securities has been filed.

Item 5.3.2

Process for the disclosure of the issue price.

Item 5.3.3

If the issuer's equity holders have pre-emptive purchase rights and this right is restricted or withdrawn, an 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 withdrawal.

Item 5.3.4

Where there is or could be a material disparity between the 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 offer and the effective cash contributions of such persons. 

Item 5.4

Placing and underwriting

Item 5.4.1

Name and address of the coordinator(s) of the global offer and of single parts of the offer and, to the extent known to the issuer, of the placers in the various countries where the offer takes place.

Item 5.4.2

Name and address of any paying agents and depository agents in each country.

Item 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.

Item 5.4.4

When the underwriting agreement has been or will be reached.

SECTION 6

ADMISSION TO TRADING AND DEALING ARRANGEMENTS

Item 6.1

A statement: 

(1) that the transferable securities which are the subject of this prospectus are or will be the object of an application for admitted to trading; and 

(2) indicating any other market where the  transferable securities will be admitted to trading. 

This circumstance must be set out, 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.

Item 6.2

All the markets on which, to the knowledge of the issuer,  transferable securities of the same class of the  transferable securities to be admitted to trading are already admitted to trading.

Item 6.3

If simultaneously or almost simultaneously with the application for admission to trading,  transferable securities of the same class are subscribed for or placed privately or if  transferable securities of other classes are created for public or private placing, give details of the nature of such operations and of the number, characteristics and price of the transferable securities to which they relate.

Item 6.4

Details of the entities which have given a firm commitment to act as intermediaries in secondary trading, providing liquidity through bid and offer rates and a description of the main terms of their commitment.

Item 6.5

Details of any stabilisation in line with Items 6.5.1 to 6.6, 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.

Item 6.5.1

The fact that stabilisation may be undertaken, that there is no assurance that it will be undertaken and that it may be stopped at any time.

Item 6.5.2

The fact that stabilisation transactions aim at supporting the market price of the securities during the stabilisation period.

Item 6.5.3

The beginning and the end of the period during which stabilisation may occur.

Item 6.5.4

The identity of the stabilisation manager for each relevant jurisdiction, unless this is not known at the time of publication.

Item 6.5.5

The fact that stabilisation transactions may result in a market price that is higher than would otherwise prevail.

Item 6.5.6

The place where the stabilisation may be undertaken including, where relevant, the name of the trading venue(s).

Item 6.6

Over-allotment and ‘green shoe’:

(1) the existence and size of any over-allotment facility and/or ‘green shoe’;

(2) the existence period of the over-allotment facility and/or ‘green shoe’; and

(3) any conditions for the use of the over-allotment facility or exercise of the ‘green shoe’.

SECTION 7

SELLING SECURITIES HOLDERS

Item 7.1

Name and business address of the person offering to sell the transferable securities and the nature of any position, office or other material relationship that the selling person has had within the past 3 years with the issuer or any of its predecessors or affiliates.

Item 7.2

The number and class of transferable securities being offered by each of the selling security holders.

Item 7.3

Where a major shareholder is selling the transferable securities, the size of its shareholding both before and immediately after the issuance.

Item 7.4

In relation to lock-up agreements, provide details of the following:

(1) the parties involved;

(2) the content and exceptions of the agreement; and

(3) an indication of the period of the lock-up.

SECTION 8

EXPENSE OF THE ISSUE/OFFER

Item 8.1

The total net proceeds and an estimate of the total expenses of the issue/offer.