PRM App 2 Annex 11 Securities note for non-equity securities

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.

Category A

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.

Category A

Item 1.3

Where a statement or report, attributed to a person as an expert, is included in the securities note, 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 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.

Category A

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.

Category C

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.

Category A

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’.

Risks to be disclosed must include:

(1) those resulting from the level of subordination of a transferable security and the impact on the expected size or timing of payments to holders of the transferable securities under bankruptcy, or any other similar procedure, including, where relevant, the insolvency of a credit institution or its resolution or restructuring in accordance with the UK law which implemented RRD; and

(2) in cases where the transferable securities are guaranteed, the specific and material risks related to the guarantor to the extent they are relevant to its ability to fulfil its commitment under the guarantee.

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.

Category A

SECTION 3

ESSENTIAL INFORMATION

Item 3.1

Interest of natural and legal persons involved in the issue.

A description of any interest, including a conflict of interest that is material to the issue, detailing the persons involved and the nature of the interest.

Category C

Item 3.2

The use and estimated net amount of the proceeds.

Category C

SECTION 4

INFORMATION CONCERNING THE SECURITIES TO BE ADMITTED TO TRADING

Item 4.1

Total amount of transferable securites being admitted to trading.

Category C

Item 4.2

(1) A description of the type and the class of the transferable securites being admitted to trading.

Category B

(2) The International Securities Identification Number (ISIN).

Category C

Item 4.3

Legislation under which the transferable securites have been created.

Category A

Item 4.4

(1) An indication of whether the transferable securites are in registered or bearer form and whether the transferable securites are in certificated or book-entry form.

Category A

(2) In the case of transferable securites registered in book-entry form, the name and address of the entity in charge of keeping the records.

Category C

Item 4.5

Total amount of the issue/offer; if the amount is not fixed, an indication of the amount of transferable securites 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.

Category C 

Item 4.6

Currency of the securities issue.

Category C

Item 4.7

The relative seniority of the transferable securites in the issuer's capital structure in the event of insolvency, including, where applicable, information on the level of subordination of the transferable securites and the potential impact on the investment in the event of a resolution under the UK law which implemented RRD.

Category A

Item 4.8

A description of the rights, including any limitations of these, attached to the transferable securites and procedure for the exercise of said rights.

Category B

Item 4.9

(1) The nominal interest rate.

Category C

(2) The provisions relating to interest payable.

Category B

(3) The date from which interest becomes payable.

Category C

(4) The due dates for interest.

Category C

(5) The time limit on the validity of claims to interest and repayment of principal.

Category B

Item 4.10

Where the rate is not fixed:

(1) a statement setting out the type of underlying;

Category A

(2) a description of the underlying on which the rate is based;

Category C

(3) the method used to relate the rate with the underlying;

Category B

(4) a description of any market disruption or settlement disruption events that affect the underlying;

Category B

(5) any adjustment rules with relation to events concerning the underlying; and

Category C

(6) the name of the calculation agent.

Category C

Item 4.11

(1) Maturity date.

Category C

(2) Details of the arrangements for the amortisation of the loan, including the repayment procedures. Where advance amortisation is contemplated, on the initiative of the issuer or of the holder, it must be described, stipulating amortisation terms and conditions.

Category B

Item 4.12

An indication of yield.

Category C

Item 4.13

Representation of debt security holders including an identification of the organisation representing the investors and provisions applying to such representation. Indication of the website where investors may have free access to the contracts relating to these forms of representation.

Category B

Item 4.14

A statement of the resolutions, authorisations and approvals by virtue of which the transferable securites have been created and/or issued.

Category C

Item 4.15

The issue date of the transferable securites.

Category C

Item 4.16

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

Category A

Item 4.17

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.

Category C

SECTION 5

ADMISSION TO TRADING AND DEALING ARRANGEMENTS

Item 5.1

(1) An indication of: 

(a) the regulated market where the transferable securities will be admitted to trading and for which a prospectus has been published; and 

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

Category B

(2) If known, the earliest dates on which the transferable securities will be admitted to trading.

Category C

Item 5.2

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

Category C

SECTION 6

EXPENSE OF THE ADMISSION TO TRADING

Item 6.1

An estimate of the total expenses related to the admission to trading.

Category C

SECTION 7

ADDITIONAL INFORMATION

Item 7.1

If advisors are referred to in the securities note, a statement of the capacity in which the advisors have acted must be included.

Category C

Item 7.2

An indication of other information in the securities note which has been audited or reviewed by auditors and where auditors have produced a report. Reproduction of the report or, with permission of the FCA, a summary of the report must be provided.

Category A

Item 7.3

Credit ratings assigned to the transferable securities at the request or with the cooperation of the issuer in the rating process. A brief explanation of the meaning of the ratings if this has previously been published by the rating provider.

Category C