PRM App 2 Annex 8 Securities note for equity securities or units issued by collective undertakings of the closed-end type

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.

SECTION 9

DILUTION

Item 9.1

A comparison of:

(1) participation in share capital and voting rights for existing shareholders before and after the capital increase resulting from the issue, with the assumption that existing shareholders do not subscribe for the new shares; and

(2) the net asset value per share as of the date of the latest balance sheet before the issue (selling offer and/or capital increase) and the issue price per share for that issue.

Item 9.2

Where existing shareholders will be diluted regardless of whether they subscribe for their entitlement, because a part of the relevant share issue is reserved only for certain investors (eg, an institutional placing coupled with an offer to shareholders), an indication of the dilution existing shareholders will experience must also be presented on the basis that they do take up their entitlement, in addition to the situation in Item 9.1 where they do not.

SECTION 10

ADDITIONAL INFORMATION

Item 10.1

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

Item 10.2

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