Updated 18/09/2024
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PR ToolDelegated Regulation 2021/528
ANNEX II

ANNEX II - MINIMUM INFORMATION CONTENT OF THE EXEMPTION DOCUMENT

ANNEX II

MINIMUM INFORMATION CONTENT OF THE EXEMPTION DOCUMENT

Article 2(1), fourth subparagraph

SECTION 1

INFORMATION ON THE ISSUER

 

The following information shall be provided:

(a)

the information required in Section 1 of Annex I to this Regulation;

(b)

the information required in Annex 1 to Delegated Regulation (EU) 2019/980, with the exception of Section 1 of that Annex. Where applicable, that information shall also be provided for the issuer of the underlying shares, where different from the issuer of the equity securities.

Any reference to ‘registration document’ or to ‘prospectus’ contained in Annex 1 to Delegated Regulation (EU) 2019/980 shall be construed as a reference to an exemption document as referred to in this Regulation.

SECTION 2

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

 

The information required in Section 2 of Annex I to this Regulation shall be provided, depending on the type of transaction, for 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.

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.

SECTION 3

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

Item 3.1

The information required in Annex 11 to Delegated Regulation (EU) 2019/980 shall be provided, with the exception of section 1 of that Annex.

Where applicable, that information shall also be provided for the underlying shares.

Any reference to ‘securities note’ or to ‘prospectus’ contained in Annex 11 to Delegated Regulation (EU) 2019/980 shall be construed as a reference to an exemption document as referred to in this Regulation.

Item 3.2

By way of derogation from item 3.1, the following information shall be provided in the following cases:

(a)

for the securities referred to in Article 19, paragraphs 1 or 2, or in Article 20, paragraphs 1 or 2, of Delegated Regulation (EU) 2019/980, where those securities are not shares or other transferrable securities equivalent to shares, the information required in Annex 14 to that Regulation shall be provided (with the exception of section 1 of that Annex), as well as the additional information referred to in Article 19, paragraphs 1 or 2, or in Article 20, paragraphs 1 or 2;

(b)

for depository receipts issued over shares, the information required in Annex 13 of Delegated Regulation (EU) 2019/980 shall be provided.

Any reference to ‘securities note’ or to ‘prospectus’ contained in the relevant Annexes to Delegated Regulation (EU) 2019/980 shall be construed as a reference to an exemption document as referred to in this Regulation.

SECTION 4

DESCRIPTION OF THE TRANSACTION

 

The information required in Section 3 of Annex I to this Regulation shall be provided.

SECTION 5

IMPACT OF THE TRANSACTION ON THE ISSUER

 

The information required in Section 5 of Annex I to this Regulation shall be provided.