REFERENCE TABLE Annex VII Prospectus Regulation
Minimum Disclosure Requirements for Asset Backed Securities Registration Document (schedule)
Please fill in general details below and per item detailed page and paragraph references to the (base) prospectus, or
‘not applicable’ (including a short explanation why you feel this item is not applicable). In case a compare version of
the prospectus will be provided, then we request to provide references to the compare.
Name issuing/offering entity:
Nature of transaction / (base)prospectus:
Date of submitted draft of (base)prospectus:
Date of AFM reply:
Other annexes applied for the (Base) Prospectus:
1.
1.1
Draft number:
General points of attention drafting a prospectus
Layout of the prospectus
Please be aware that the prospectus has to be structured strictly in accordance with Article 25 of the
Prospectus Regulation (PR).
Please note that the summary chapter has to comply with the requirements set-out in article 5:14 Wet
op het financieel toezicht (Wft) implementing article 5(2) of the Prospectus Directive (PD) and with the
requirements of Annex XXII to the PR.
The issuer may include a brief cover note which has general information about the issuer and the issue,
but this cover note is not a substitute for the summary or the disclosure requirements under the PR.
Further information:
- Prospectus Directive 2003/71/EC → Article 5(2)
- European Commission’s Regulation on Prospectuses no. 809/2004 → Article 25
- ESMA Faq →Order of the information in the prospectus
2.
2.1
Documents incorporated by reference
Article 28(1) PR provides a non-exhaustive list with documents containing information that could be
incorporated by reference, taking into account article 28(5) PR prohibiting the use of incorporation by
way of reference should this endanger investor protection in terms of comprehensibility and
accessibility of the information.
Also, please include specific references to where and how the documents incorporated by reference can
be obtained. If appropriate, a cross reference list should be provided to enable investors to easily
identify specific items of information (article 11(2) PD).
Please note that the language rules of the Prospectus Directive 2003/71/EG also apply to documents
incorporated by reference.
In case only certain parts of a document are incorporated by reference in the prospectus, a statement
is required that the non-incorporated parts are either not relevant for the investor or covered elsewhere
in the prospectus (article 28(4) PR).
Further information:
- ESMA Faq → Incorporation by reference of information contained in a former base prospectus that is no longer valid
- ESMA Faq → Incorporation by reference: language requirements
- European Commission’s Regulation on Prospectuses no. 809/2004 → Article 28
3.
3.1
Specialist Issuer
Please note that if the issuer is considered a specialist issuer within the meaning of ESMA update of
CESR recommendations (i.e. either a property company, a mineral company, a scientific research
based company, a start-up company or a shipping company) additional disclosure requirements apply.
The AFM has prepared additional reference tables for each type of company which can be
downloaded from the AFM website.
Further information:
- AFM Website for downloading the additional reference tables
- ESMA Faq →Disclosure for Mineral Companies in the ESMA Recommendations
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Item #
Item contents of Annex VII
1.
1.1
PERSONS RESPONSIBLE
All persons responsible for the information given in the Registration Document
and, as the case may be, for certain parts of it, with, in the latter case, an
indication of such parts.
Reference to page
and paragraph
a.
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;
a.──────────
b.
in case of legal persons indicate the name and registered office.
b.──────────
Further information:
- ESMA Faq → Responsibility statement: selling shareholders
- ESMA Faq → Guarantor’s responsibility for the content of a prospectus
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1.2
a.
b.
A declaration by those responsible for the registration document that,
- having taken all reasonable care to ensure that such is the case, the
information given in the registration document is, to the best of their
knowledge, in accordance with the facts
- and does not omit anything likely to affect its import.
As the case may be, declaration by those responsible for certain parts of the
registration document that
- having taken all reasonable care to ensure that such is the case, the
information contained in that part of the registration document for
which they are responsible is, to the best of their knowledge, in
accordance with the facts
- and contains no omission likely to affect its import.
a.──────────
b.──────────
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2.
2.1
STATUTORY AUDITORS
Names and addresses of the issuer’s auditors for the period covered by the
historical financial information (together with any membership of any relevant
professional body).
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3.
3.1
RISK FACTORS
The document must prominently disclose risk factors in a section headed "Risk
Factors" that are specific to the issuer and its industry.
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Further information:
- ESMA Faq → Risk Factors section
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4.
4.1
INFORMATION ABOUT THE ISSUER
A statement whether the issuer has been established as
- a special purpose vehicle or
- entity for the purpose of issuing asset backed securities;
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- The legal and
a.──────────
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4.2
a.
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Item #
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b.
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and paragraph
- commercial name of the issuer;
b.──────────
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4.3
a.
b.
- The place of registration of the issuer and
- its registration number;
a.──────────
b.──────────
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4.4
a.
b.
- The date of incorporation and
- the length of life of the issuer, except where indefinite;
a.──────────
b.──────────
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4.5
a.
b.
c.
d.
- The domicile and legal form of the issuer,
- the legislation under which the issuer operates
- its country of incorporation and
- the address and telephone number of its registered office (or principal place of
business if different from its registered office).
a.──────────
b.──────────
c.──────────
d.──────────
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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.
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5.
5.1
BUSINESS OVERVIEW
A brief description of the issuer’s principal activities.
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5.2
A global overview of the parties to the securitisation program including
information on the direct or indirect ownership or control between those
parties.
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6.
ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES
6.1
Names, business addresses and functions in the issuer of the following persons,
and an indication of the principal activities performed by them outside the
issuer where these are significant with respect to that issuer:
a.──────────
(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.
b.──────────
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7.
MAJOR SHAREHOLDERS
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Item contents of Annex VII
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
- describe the measures in place to ensure that such control is not abused.
Reference to page
and paragraph
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8.
8.1
FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS
AND LIABILITIES, FINANCIAL POSITION, AND PROFITS AND
LOSSES
Where, since the date of incorporation or establishment, an issuer has not
commenced operations and no financial statements have been made up as at the
date of the registration document, a statement to that effect shall be provided in
the registration document.
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8.2
Historical Financial Information
Where, since the date of incorporation or establishment, an issuer has
commenced operations and financial statements have been made up, the
registration document must contain audited historical financial information
covering the latest 2 financial years (or shorter period that the issuer has been in
operation) and the audit report in respect of each year. If the issuer has changed
its accounting reference date during the period for which historical financial
information is required, the audited historical information shall cover at
least 24 months, or the entire period for which the issuer has been in operation,
whichever is the shorter. Such financial information must be prepared according
to Regulation (EC) No 1606/2002 , or if not applicable to a Member’s State
national accounting standards for issuers from the Community.
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For third country issuers, such financial information must be prepared
according to the international accounting standards adopted pursuant to the
procedure of Article 3 of Regulation (EC) No 1606/2002 or to a third country’s
national accounting standards equivalent to these standards. If such financial
information is not equivalent to these standards, it must be presented in the form
of restated financial statements.
The most recent year's historical financial information must be presented and
prepared in a form consistent with that which will be adopted in the issuer’s
next annual published financial statements having regard to accounting standards
and policies and legislation applicable to such annual financial statements.
If the issuer has been operating in its current sphere of economic activity for less
than one year, the audited historical financial information covering that period
must be prepared in accordance with the standards applicable to annual financial
statements under Regulation (EC) No 1606/2002, or if not applicable to a
Member States national accounting standards where the issuer is from the
Community.
For third country issuers, the historical financial information must be prepared
according to the international accounting standards adopted pursuant to the
procedure of Article 3 of Regulation (EC) No 1606/2002 or to a third country’s
national accounting standards equivalent to these standards. This historical
financial information must be audited.
If the audited financial information is prepared according to national accounting
standards, the financial information required under this heading must include at
least the following:
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Reference to page
and paragraph
(a) the balance sheet;
(b) the income statement;
(c) the accounting policies and explanatory notes.
The historical annual financial information must be independently 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 a
Member State or an equivalent standard.
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8.2 bis
This paragraph may be used only for issues of asset backed securities
having a denomination per unit of at least EUR 100,000.
Where, since the date of incorporation or establishment, an issuer has
commenced operations and financial statements have been made up, the
registration document must contain audited historical financial information
covering the latest 2 financial years (or shorter period that the issuer has been in
operation) and the audit report in respect of each year. If the issuer has changed
its accounting reference date during the period for which historical financial
information is required, the audited historical information shall cover at
least 24 months, or the entire period for which the issuer has been in operation,
whichever is the shorter. Such financial information must be prepared according
to Regulation (EC) No 1606/2002 or, if not applicable, to a Member’s State
national accounting standards for issuers from the Community.
───────────
For third country issuers, such financial information must be prepared
according to the international accounting standards adopted pursuant to the
procedure of Article 3 of Regulation (EC) No 1606/2002 or to a third country’s
national accounting standards equivalent to these standards. Otherwise, the
following information must be included in the registration document:
(a) a prominent statement that the financial information included in the
registration document has not been prepared in accordance with the international
accounting standards adopted pursuant to the procedure of Article 3 of
Regulation (EC) No 1606/2002 and that there may be material differences in the
financial information had Regulation (EC) No 1606/2002 been applied to the
historical financial information;
(b) immediately following the historical financial information a narrative
description of the differences between the international accounting standards
adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002
and the accounting principles adopted by the issuer in preparing its annual
financial statements.
The most recent year’s historical financial information must be presented and
prepared in a form consistent with that which will be adopted in the issuer’s next
annual financial statements having regard to accounting standards and policies
and legislation applicable to such annual financial statements.
If the audited financial information is prepared according to national accounting
standards, the financial information required under this heading must include at
least the following:
(a) the balance sheet;
(b) the income statement;(c) the accounting policies and explanatory notes.
The historical annual financial information must be independently audited or
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Item #
Item contents of Annex VII
Reference to page
and paragraph
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 a
Member State or an equivalent standard. Otherwise, the following information
must be included in the Registration Document:
a) a prominent statement disclosing which auditing standards have been applied;
b) an explanation of any significant departures from International Standards on
Auditing.
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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,
───────────
or provide an appropriate negative statement.
───────────
or
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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.
8.4
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9.
9.1
a.
b.
c.
d.
e.
THIRD PARTY INFORMATION AND STATEMENT BY EXPERTS AND
DECLARATIONS OF ANY INTEREST
Where a statement or report attributed to a person as an expert is included in the
Registration Document, provide such person’s
- name,
- business address,
- qualifications and
- material interest if any in the issuer.
If the report has been produced at the issuer’s request a statement to that effect
that such statement or report is included, in the form and context in which it is
included, with the consent of that person who has authorised the contents of that
part of the Registration Document.
Further information:
- ESMA Recommendations →2h - Statements by experts - §156-159
- ESMA Faq → Valuations and statements prepared by an expert
a.──────────
b.──────────
c.──────────
d.──────────
e.──────────
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9.2
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
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In addition, the issuer shall identify the source(s) of the information
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Item contents of Annex VII
Reference to page
and paragraph
10.
10.1
DOCUMENTS ON DISPLAY
a.
A statement that for the life of the registration document the following
documents (or copies thereof), where applicable, may be inspected:
a the memorandum and articles of association of the issuer;
b 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;
c the historical financial information of the issuer or, in the case of a group, the
historical financial information of the issuer and its subsidiary undertakings for
each of the two financial years preceding the publication of the registration
document.
a.──────────
b.
An indication of where the documents on display may be inspected, by physical
or electronic means.
b.──────────
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-= End of Reference table =-
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