SECTION 1

PERSONS RESPONSIBLE FOR DRAWING UP THE EXEMPTION DOCUMENT, THIRD PARTY INFORMATION AND EXPERTS REPORT

Item 1.1

Identification of persons responsible for drawing up the exemption document

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

Item 1.2

Responsibility statement

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

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

Item 1.3

Expert’s statement or report

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

Where the statement or report has been produced at the issuer’s request, state that such statement or report has been included in the exemption document with the consent of the person who has authorised the contents of that part of the exemption document.

Item 1.4

Information sourced by a third party

Where information has been sourced from a third party, provide a confirmation that that 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

Regulatory statements

A statement that:

SECTION 2

INFORMATION ON THE ISSUER AND ON THE OFFEREE COMPANY, COMPANY BEING ACQUIRED OR COMPANY BEING DIVIDED

Unless stated otherwise, the items listed in Section 2 shall be provided for the issuer and, depending on the type of transaction, the offeree company, the company being acquired or the company being divided. Where one of the aforementioned entities is a group and the consolidated financial statements have already been published, the information listed in this section shall be presented on a consolidated basis.

For equity securities other than shares, the items listed in Section 2 shall also be provided for the issuer of the underlying shares, where different from the issuer of the equity securities.

In case of a takeover by means of an exchange offer, where the requested information on the offeree company is not available, a statement to that effect shall be provided.

Item 2.1

General information

Item 2.1.1

Legal and commercial name

Item 2.1.2

Item 2.1.3

Names of the auditors for the period covered by the financial statements and the name of the professional body(ies) which they are members of.

Item 2.2

Business overview

Item 2.2.1

Principal activities, including the main categories of products sold and/or services performed in the last financial year.

Item 2.2.2

Any significant changes having an impact on the operations and principal activities since the end of the period covered by the latest published audited financial statements.

Item 2.2.3

A brief description of the principal markets, including a breakdown of total revenues by operating segment and geographic market for the last financial year.

In case of a division, the description referred to in the first paragraph shall refer to the principal markets where the main assets and liabilities of the company being divided are located.

Item 2.3

Investments

A description of the 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.

Item 2.4

Corporate governance

Item 2.4.1

Names, business addresses and functions within the issuer or, depending on the type of transaction, the offeree company, the company being acquired or the company being divided , of the members of the administrative, management or supervisory bodies and, in case of a limited partnership with a share capital, of partners with unlimited liability.

Item 2.4.2

Identity of major shareholders

Item 2.4.3

Number of employees

Item 2.5

Financial information

Item 2.5.1

Financial statements

Financial statements (annual and half-yearly) that were published over the 12 months prior to the publication of the exemption document.

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

The financial statements shall include the audit reports.

Where statutory auditors have refused audit reports on the financial statements or where such audit reports contain qualifications, modifications of opinion, disclaimers or an emphasis of matter, the reason for this shall be given and such qualifications, modifications, disclaimers or emphasis of matter shall be reproduced in full.

Item 2.5.1.a

(Mergers only)

By way of derogation from item 2.5.1, where the company being acquired does not have equity securities already admitted to trading on a regulated market, the company shall provide the audited financial statements (annual and half-yearly) that were adopted over the 12 months prior to the publication of the exemption document.

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

The financial statements shall include the audit reports.

Where statutory auditors have refused audit reports on the financial statements or where such audit reports contain qualifications, modifications of opinion, disclaimers or an emphasis of matter, the reason for this shall be given and such qualifications, modifications, disclaimers or emphasis of matter shall be reproduced in full.

Where the company being acquired does not have audited financial statements, it shall provide financial statements prepared during the past 12 months and a negative statement stating that the financial statements have not been reviewed or audited.

Item 2.5.2

Accounting standards

The financial information shall be prepared in accordance with the International Financial Reporting Standards as endorsed in the Union in accordance with Regulation (EC) No 1606/2002 of the European Parliament and of the Council (1).

Where Regulation (EC) No 1606/2002 is not applicable, the financial information shall be prepared in accordance with:

Item 2.5.3

A description of any significant change in the financial position which has occurred since the end of the last financial period for which either audited financial statements or interim financial information have been published, or where no such significant change has occurred, a statement to that effect.

Where applicable, information on any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the issuer and, depending on the type of transaction, the offeree company, the company being acquired or the company being divided for at least the current financial year.

Item 2.5.4

Where applicable, the management report referred to in Articles 19 and 29 of Directive 2013/34/EU.

Item 2.6

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, the offeree company, the company being acquired or the company being divided 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, offeree company, company being acquired, company being divided or the group and/or group’s financial position or profitability, or provide an appropriate negative statement.

In case of a division, the information on legal and arbitration proceedings shall refer to the assets and liabilities that form the object of the division.

Item 2.7

Summary of information disclosed under Regulation (EU) No 596/2014 of the European Parliament and of the Council  (3)

For entities within the scope of Regulation (EU) No 596/2014, a summary of the information disclosed under that Regulation over the last 12 months, where that information is relevant at the date of the exemption document.

The summary shall be presented in an easily analysable, concise and comprehensible form and shall not be a replication of information already published under Regulation (EU) No 596/2014. The summary shall be presented in a limited number of categories depending on their subject.

SECTION 3

DESCRIPTION OF THE TRANSACTION

Item 3.1

Purpose and objectives of the transaction

Item 3.1.1

Purpose of the transaction for the issuer and its shareholders.

Item 3.1.2

Purpose of the transaction for the offeree company, the company being acquired or the company being divided and its shareholders.

Item 3.1.3

Description of any anticipated benefits resulting from the transaction.

Item 3.2

Conditions of the transaction

Item 3.2.1

Information on the procedures and terms of the transaction and the governing law of the agreement executing the transaction.

In case of a takeover by means of an exchange offer, the exemption document shall contain the information required by Article 6(3) of Directive 2004/25/EC, or an indication of where that information may be found for perusal.

In case of a merger, the exemption document shall contain the information required by Article 91(2) or Article 122 of Directive (EU) 2017/1132, depending on the type of merger, or an indication of where that information may be found for perusal.

In case of a division, the exemption document shall contain the information required by Article 137(2) of Directive (EU) 2017/1132 or an indication of where this information may be found for perusal.

Item 3.2.2

Where applicable, any conditions to which the effectiveness of the transaction is subject, including any guarantee.

Item 3.2.3

Where applicable, any information on break-up fees or other penalties which may be payable if the transaction is not completed.

Item 3.2.4

Where the transaction is subject to any notifications and/or requests for authorisations, a description of those notifications and/or requests for authorisations.

Item 3.2.5

Where applicable, all information necessary to fully understand the financing structure of the transaction.

Item 3.2.6

Timetable of the transaction.

Item 3.3

Risk factors

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

In each category, the most material risk factors in the assessment of the issuer, taking into account the negative impact on the issuer and the probability of their occurrence, shall be mentioned first.

The risk factors shall be corroborated by the content of the exemption document.

Item 3.4

Conflict of interests

Details on any conflict of interests that the issuer, offeree company, company being acquired or company being divided and any of its shareholders may have in respect of the transaction.

Item 3.5

Consideration of the offer

Item 3.5.1

The addressees of the offer or allotment of the equity securities connected with the transaction.

Item 3.5.2

The consideration offered for each equity security or class of equity securities, and in particular the exchange ratio and the amount of any cash payment.

Item 3.5.3

Information concerning any contingent consideration agreed in the context of the transaction, including, in case of a merger, any obligation of the acquiring company to transfer additional securities or cash to the former owners of the company being acquired if future events occur or conditions are met.

Item 3.5.4

The valuation methods and the assumptions employed to determine the consideration offered for each equity security or class of equity securities, and in particular regarding the exchange ratio.

Item 3.5.5

Indication of any appraisals or reports prepared by independent experts and information where these appraisals or reports may be found for perusal.

In case of a merger, the exemption document shall contain the information required by Articles 96 or Article 125 of Directive (EU) 2017/1132, depending on the type of merger, or an indication of where that information may be found for perusal.

In case of a division, the exemption document shall contain the information required by Article 142 of Directive (EU) 2017/1132 or an indication of where that information may be found for perusal.

SECTION 4

EQUITY SECURITIES OFFERED TO THE PUBLIC OR ADMITTED TO TRADING ON A REGULATED MARKET FOR THE PURPOSE OF THE TRANSACTION

For equity securities other than shares, the information given shall be comprehensive and include the information listed below for the underlying shares.

Item 4.1

Risk factors

A description of the material risks that are specific to the equity securities being offered and/or admitted to trading in a limited number of categories, in a section headed ‘Risk factors relating to the equity securities’.

In each category the most material risks, in the assessment of the issuer, offeror or person asking for admission to trading on a regulated market, shall be set out first, taking into account the negative impact on the issuer and the equity securities and the probability of their occurrence.

The risk factors shall be corroborated by the content of the exemption document.

Item 4.2

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.

Item 4.3

Information concerning the equity securities to be offered and/or admitted to trading

Item 4.3.1

General information to be provided:

Item 4.3.2

A statement of the resolutions, authorisations and approvals by virtue of which the equity securities have been or will be created and/or issued.

Item 4.3.3

A description of any restrictions on the free transferability of the equity securities.

Item 4.3.4

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 shall be stated.

Item 4.4

Admission to trading and dealing arrangements

Item 4.4.1

An indication as to whether the equity securities offered are or will be the object of an application for admission to trading, with a view to their distribution in a regulated market, or other equivalent third country markets as defined in Article 1, point (b) of Commission Delegated Regulation (EU) 2019/980 (4), with an indication of the markets in question.

Where known, the earliest dates on which the equity securities will be admitted to trading.

Item 4.4.2

All the regulated markets, or equivalent third country markets as defined in Article 1, point (b), of Delegated Regulation (EU) 2019/980, on which, to the knowledge of the issuer, equity securities of the same class of the equity securities to be offered or to be admitted to trading are already admitted to trading including, where applicable, depository receipts and underlying shares.

Item 4.4.3

Details of the entities that 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 4.4.4

Lock-up agreements:

Item 4.5

Dilution

Item 4.5.1

A comparison of the net asset value per share as of the date of the latest balance sheet before the transaction and the issue price per share within that transaction.

Item 4.5.2

Additional information where there is a simultaneous or almost simultaneous offer or admission to trading of equity securities of the same class.

Item 4.5.3

A table presenting the number of equity securities and voting rights as well as the share capital for both before and after the transaction. An indication of the dilution (including the dilution in voting rights) that existing shareholders of the issuer will experience as a result of the offer.

Item 4.6

Advisors

Where advisors connected with an issue are referred to in the exemption document, a statement of the capacity in which the advisors have acted.

SECTION 5

IMPACT OF THE TRANSACTION ON THE ISSUER

Item 5.1

Strategy and objectives

The issuer shall provide a description of its intentions with regard to the future business following the transaction, including an indication of any significant changes impacting the operations, principal activities as well as the products and services as a result of the transaction.

Where applicable, that information shall include a description of the business prospects and any restructuring and/or reorganisation.

Item 5.2

Material contracts

A brief summary of all material contracts of the issuer, offeree company, company being acquired or company being divided, other than contracts entered into in the ordinary course of business, which are materially affected by the transaction.

Item 5.3

Disinvestment

Item 5.3.1

To the extent known, information on material disinvestments such as material sales of subsidiaries or any major line(s) of business after the transaction becomes effective, together with a description of possible impacts on the issuer’s group.

Item 5.3.2

Information on any material cancellation of future investments or disinvestments previously announced.

Item 5.4

Corporate governance

Item 5.5

Shareholding

The shareholding structure immediately after the transaction.

Item 5.6

Pro forma financial information

Item 5.6.1

In case of a significant gross change as defined in Article 1, point (e), of Delegated Regulation (EU) 2019/980, a description of how the transaction might 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. Such pro forma financial information shall be presented as set out in items 5.7 to 5.9 and shall include the information indicated therein.

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

Item 5.6.2

Where pro forma financial information is not applicable, the issuer shall provide narrative and financial information about the material impacts that the transaction will have on the issuer’s financial statements. That narrative and financial information shall not require auditing.

The narrative and financial information shall be prepared in a manner consistent with the applicable financial reporting framework and accounting policies adopted by the issuer in its latest or next financial statements. Where that information is audited, it shall be disclosed in the exemption document that this information was audited as well as information about the auditors who proceeded with such audit.

Item 5.7

Contents of the pro forma financial information

Pro forma financial information shall consist of:

Item 5.8

Principles in preparing and presenting pro forma financial information

Item 5.8.1

The pro forma financial information shall be identified in order to distinguish it from historical financial information.

The pro forma financial information shall be prepared in a manner consistent with the accounting policies adopted by the issuer in its last or next financial statements.

Item 5.8.2

Pro forma information may only be published in respect of either of the following:

Item 5.8.3

Pro forma adjustments shall:

Item 5.9

Requirements for an accountant/auditor report

The exemption document shall include a report prepared by independent accountants or auditors stating that in their opinion:

SECTION 6

DOCUMENTS AVAILABLE

Item 6.1

Information on where the following documents, where applicable, can be perused in the 12 months following the publication of the exemption document:

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