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EU Growth registration document for equity securities
A specific registration document for equity securities that is drawn up in accordance with Article 15 of Regulation (EU) 2017/1129 shall contain the information referred to in Annex 24 to this Regulation.
EU Growth registration document for non-equity securities
A specific registration document for non-equity securities that is drawn up in accordance with Article 15 of Regulation (EU) 2017/1129 shall contain the information referred to in Annex 25 to this Regulation.
EU Growth securities note for equity securities
A specific securities note for equity securities that is drawn up in accordance with Article 15 of Regulation (EU) 2017/1129 shall contain the information referred to in Annex 26 to this Regulation.
EU Growth securities note for non-equity securities
A specific securities note for non-equity securities that is drawn up in accordance with Article 15 of Regulation (EU) 2017/1129 shall contain the information referred to in Annex 27 to this Regulation.
Format of the EU Growth prospectus
1. An EU Growth prospectus that is drawn up as a single document shall be composed of the following elements in the following order: (a) a table of contents; (b) where applicable, all information incorporated by reference in accordance with Article 19 of Regulation (EU) 2017/1129; (c) the specific summary; (d) where the EU Growth prospectus is drawn up in the form of a base prospectus, a general description of the offering programme; (e) the information referred to in section 1 of Annex 24 or section 1 of Annex 25 to this Regulation, depending on the type of securities; (f) the information referred to in section 2 of Annex 24 or section 2 of Annex 25 to this Regulation, depending on the type of securities; (g) where equity securities are issued by an issuer with a market capitalisation above EUR 200 000 000, the information referred to in section 2 of Annex 26 to this Regulation; (h) the information referred to in section 3 of Annex 24 and section 3 of Annex 26, or the information referred to in section 3 of Annex 25 and section 2 of Annex 27, depending on the type of securities; (i) the information referred to in section 4 of Annex 26 or in section 3 of Annex 27 to this Regulation, depending on the type of securities; (j) the information referred to in section 5 of Annex 26 or in section 4 of Annex 27 to this Regulation, depending on the type of securities; (k) the information referred to in section 4 of Annex 24 or section 4 of Annex 25, depending on the type of securities; (l) the information referred to in section 5 of Annex 24 or section 5 of Annex 25 to this Regulation, depending on the type of securities; (m) the information referred to in section 6 of Annex 24 or section 6 of Annex 25 to this Regulation, depending on the type of securities; (n) where non-equity securities include guarantees, the information referred to in section 5 of Annex 27 to this Regulation; (o) the information referred to in section 7 of Annex 24 or section 7 of Annex 25 to this Regulation, depending on the type of securities. 2. Where an EU Growth prospectus is drawn up as separate documents, the EU Growth registration document and the EU Growth securities note shall contain the following elements in the following order: (a) EU Growth registration document: (i) a table of contents; (ii) where applicable, all information incorporated by reference in accordance with Article 19 of Regulation (EU) 2017/1129; (iii) any other information referred to in Annex 24 or 25 to this Regulation that, depending on the type of securities, is to be included in the EU Growth registration document following the order of the sections set out in those Annexes. (b) EU Growth securities note: (i) a table of contents; (ii) where applicable, all information incorporated by reference in accordance with Article 19 of Regulation (EU) 2017/1129; (iii) a general description of the programme, in the case of a base prospectus; (iv) any other information referred to in Annex 26 or 27 to this Regulation that, depending on the type of securities, is to be included in the EU Growth securities note following the order of the sections set out in those Annexes. 3. An EU Growth prospectus drawn up either as a single document or as separate documents may take the form of a base prospectus. 4. The SMEs, issuers and offerors referred to in Article 15(1) of Regulation (EU) 2017/1129 shall follow the order of the sections of the Annexes to this Regulation. They may however deviate from the order of the information items within those sections.
Specific summary for the EU Growth prospectus
1. The specific summary for the EU Growth prospectus shall provide the key information that investors need to understand the nature and the risks of the issuer, of the guarantor and of the securities that are being offered. 2. The content of the specific summary shall be accurate, fair, clear and not misleading. 3. The specific summary shall be consistent with the other parts of the EU Growth prospectus. 4. The specific summary shall be drawn up as a short document written in a concise manner and shall have a maximum length of six sides of A4-sized paper when printed. The specific summary shall: (a) be presented and laid out in a way that is easy to read, using characters of readable size; (b) be written in a clear, non-technical and concise language that facilitates the understanding of the information and its comprehensibility by investors. The first subparagraph shall also apply where information is presented in a tabular format. 5. The specific summary shall contain the information referred to in Annex 23 to this Regulation. 6. The specific summary shall not contain cross-references to other parts of the EU Growth prospectus or incorporate information by reference. 7. The specific summary may use sub-headings to present the information referred to in sections 2, 3 and 4 of Annex 22 to this Regulation. 8. The total number of risk factors referred to in items 2.3.1, 3.3(d) and 3.4.1 of Annex 23 to this Regulation and included in the specific summary shall not exceed 15. 9. Where securities are also subject to Regulation (EU) No 1286/2014 of the European Parliament and of the Council ( 5 ) , the competent authority of the home Member State may require the SMEs, the issuers and offerors referred to in Article 15(1) of Regulation (EU) 2017/1129 to substitute the information referred to in section 3 of Annex 23 to this Regulation with the information set out in points (c) to (i) of Article 8(3) of Regulation (EU) No 1286/2014. 10. Where the substitution referred to in paragraph 9 is not required by the competent authority of the home Member State, the SMEs, the issuers and offerors referred to in Article 15(1) of Regulation (EU) 2017/1129 may substitute the information referred to in section 3 of Annex 23 to this Regulation with the information set out in points (c) to (i) of Article 8(3) of Regulation (EU) No 1286/2014. 11. Where the information referred to in paragraphs 9 and 10 is substituted, it shall be included as a distinct section of the specific summary and that section shall clearly be identified as including the information set out in points (c) to (i) of Article 8(3) of Regulation (EU) No 1286/2014. 12. The maximum length of the specific summary referred to in paragraph 4 shall be extended by: (a) one additional side of A4-sized paper where the specific summary contains information about a guarantee attached to the securities; (b) two additional sides of A4-sized paper where a specific summary covers several securities which differ only in very limited details such as issue price or maturity date; (c) three additional sides of A4-sized paper where there is a substitution of information as referred to in paragraphs 9 and 10. For the purposes of point (c), three additional sides of A4-sized paper may be used for each security where the specific summary covers several securities which differ only in very limited details such as issue price or maturity date.
Supplements to the specific summary for the EU Growth prospectus
Where the specific summary of an EU Growth prospectus is to be supplemented in accordance with Article 23 of Regulation (EU) 2017/1129, the new information shall be integrated in the specific summary of that EU Growth prospectus in a way that enables investors to easily identify the changes. The new information shall be integrated in the specific summary of the EU Growth prospectus either by producing a new specific summary or by supplementing the original specific summary.
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