1.4. Prospectus Summary
1.4.1. Contents of the Prospectus Summary
The Prospectus Summary must:
- (a) provide the key information that investors need in order to understand the nature and the risks of the Issuer, the guarantor and the Securities;
- (b) contain information that is accurate, fair, clear and not misleading and which is consistent with other parts of the Prospectus;
- (c) not contain cross references to other parts of the Prospectus or incorporate information by reference.
1.4.2. Layout of the Prospectus Summary
The Prospectus Summary must be:
- (a) drawn up as a short document written in a concise manner and of a maximum length of seven sides of A4-sized paper when printed; and
- (b) written in a language and a style that facilitate the understanding of the information, in particular, in language that is clear, non technical, concise and comprehensible for investors; and
- (c) presented and laid out in a way that is easy to read, using characters of readable size.
1.4.3. Sections of the Prospectus Summary
The Prospectus Summary must be made up of the following four sections:
- (a) an introduction, containing warnings; and
- (b) key information on the Issuer; and
- (c) key information on the Securities; and
- (d) (where relevant) key information on the admission to trading.
1.4.4. Section 1: The Introduction
The introduction must contain:
- (a) the following information:
- (i) the name and international securities identification number (ISIN) of the Securities; and
- (ii) where applicable, the identity and contact details of the Issuer, including its legal entity identifier (LEI); and
- (iii) where applicable, the identity and contact details of the Person asking for admission to trading on an Authorised Investment Exchange; and
- (iv) the identity and contact details of the Authorised Investment Exchange that approved the Registration Document; and
- (v) the date of approval of the Prospectus; and
- (b) the following warnings:
- (i) the Prospectus Summary should be read as an introduction to the Prospectus; and
- (ii) any decision to invest in the Securities should be based on a consideration of the Prospectus as a whole by the investor; and
- (iii) where applicable, that the investor could lose all or part of the invested capital and, where the investor’s liability is not limited to the amount of the investment, a warning that the investor could lose more than the invested capital and the extent of such potential loss; and
- (iv) civil liability attaches only to those Persons who have tabled the summary including any translation thereof, but only where the summary is misleading, inaccurate or inconsistent, when read together with the other parts of the Prospectus, or where it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in such Securities.
1.4.5. Section 2: Key information about the Issuer
This section must contain the following information:
- (a) under a sub-section entitled 'Who is the Issuer of the Securities?', a brief description of the Issuer of the Securities, including at least the following:
- (i) its domicile and legal form, its LEI (if applicable), the law under which it operates and its country of incorporation;
- (ii) its principal activities;
- (iii) its major shareholders, including whether it is directly or indirectly owned or controlled and by whom;
- (iv) the identity of its key managing directors;
- (v) the identity of its Auditors;
- (b) under a sub-section entitled 'What is the key financial information regarding the Issuer?' a selection of historical key financial information presented for each financial year of the period covered by the historical financial information, and any subsequent interim financial period accompanied by comparative data from the same period in the prior financial year. Key financial information must, where applicable, include:
- (i) pro forma financial information;
- (ii) a brief description of any qualifications in the audit report relating to the historical financial information;
- (c) under a sub-section entitled 'What are the key risks that are specific to the Issuer?' a brief description in declining order of severity of the most material risk factors (not exceeding 15 risk factors) specific to the Issuer contained in the Prospectus.
1.4.6. Section 3: Key information on Securities
This section must contain the following information:
- (a) under a sub-section entitled 'What are the main features of the Securities?', a brief description of the Securities being admitted to trading on an Authorised Investment Exchange including at least:
- (i) their type, class and ISIN; and
- (ii) where applicable, their currency, denomination, par value, the number of Securities issued and the term of the Securities; and
- (iii) the rights attached to the Securities; and
- (iv) the relative seniority of the Securities in the Issuer’s capital structure in the event of insolvency; and
- (v) any restrictions on the free transferability of the Securities; and
- (vi) where applicable, the dividend or payout policy; and
- (b) under a sub-section entitled 'Where will the Securities be traded?', the identity of all known markets where the Securities are or are to be traded; and
- (c) where there is a guarantee attached to the Securities, under a sub-section entitled 'Is there a guarantee attached to the Securities?', the following information:
- (i) a brief description of the nature and scope of the guarantee; and
- (ii) a brief description of the guarantor, including its LEI; and
- (iii) the relevant key financial information for the purpose of assessing the guarantor’s ability to fulfil its commitments under the guarantee; and
- (iv) a brief description of the most material risk factors pertaining to the guarantor contained in the Prospectus while not exceeding the total of 15 risk factors; and
- (d) under a sub-section entitled 'What are the key risks that are specific to the Securities?', a brief description of the most material risk factors (not exceeding 15 risk factors) in declining order of severity relevant to the Securities contained in the Prospectus.
1.4.7. Section 4: Key information on the admission to trading
This section must contain the following information:
- (a) under a sub-section entitled ‘Under which conditions and timetable can I invest in this Security?’, where applicable:
- (i) where applicable, the details of the admission to trading on an Authorised Investment Exchange; and
- (ii) the plan for distribution; and
- (iii) an estimate of the total expenses of the issue, including the estimated expenses charged to the investor by the Issuer; and
- (b) where applicable and if different from the Issuer, under a sub-section entitled ‘Who is the person asking for admission to trading?’, a brief description of the Person asking for admission to trading on an Authorised Investment Exchange, including that Person’s domicile and legal form, the law under which it operates and its country of incorporation; and
- (c) under a sub-section entitled ‘Why is this Prospectus being produced?', a brief description of the reasons for the offer of Securities and/or the admission to trading on an Authorised Investment Exchange, as well as, where applicable:
- (i) the use and estimated net amount of the proceeds;
- (ii) an indication of the most material conflicts of interest pertaining to the admission to trading.