Asset Backed Securities

Transcription

1 Listing and Admission to Trading Guidelines for Asset Backed Securities September 2012

2 Scope These Guidelines relate to the listing and admission to trading on the Main Securities Market of the Irish Stock Exchange ( ISE ) of asset backed securities (referred to in these Guidelines as the securities ). These Guidelines are derived from, but may not replicate in full, the relevant requirements of the Listing Rules, Admission to Trading Rules, Regulation, Prospectus Regulation, Prospectus Rules, Prospectus Handbook, Transparency Regulations and Transparency Rules. Where these Guidelines are silent or in cases of ambiguity, disagreement or uncertainty as to the application of any of these Guidelines, the Listing Rules, Admission to Trading Rules, Regulation, Prospectus Regulation, Prospectus Rules, Prospectus Handbook, Transparency Regulations and Transparency Rules shall apply/prevail. Periodic guidance in relation to the Prospectus Directive is issued by the Central Bank of Ireland and the European Securities and Markets Authority. Such guidance is not reproduced in full in these Guidelines, but is available at and References in the right hand margin of these Guidelines indicate where a requirement is derived from. It should be noted that references to the PD are derived from the European Directive, rather than the relevant implementing Irish legislation. References to the TD are derived from the Irish implementing legislation. Where requirements are derived from the Prospectus Handbook (PH) of the Central Bank, the reference PH G refers to requirements taken from the Guidance section of the Prospectus Handbook, PH P refers to requirements taken from the Procedures section of the Prospectus Handbook and PH Rules refers to requirements taken from the Rules section of the Prospectus Handbook. An issuer must consider its obligations, if any, under Part 4 and 5 of the Investment Funds, Companies and Miscellaneous Provisions Act 2005 and Part 3 of the Investment Funds, Companies and Miscellaneous Provisions Act 2006 (the requirements of which have not been set out in these Guidelines). These Guidelines do not apply to the following securities to which other Guidelines of the ISE apply (and as defined therein): (1) debt securities; or (2) derivative securities; or (3) covered debt securities. DELEGATION UNDER THE TRANSPARENCY DIRECTIVE In accordance with Regulation 36(1) of the Transparency Regulations, the Central Bank of Ireland is the Competent Authority for the purpose of Article 24(1) of the Transparency Directive (with the exception of Article 24(4)(h) for which the Irish Auditing and Accounting Supervisory is competent authority). In accordance with the provisions of Regulation 37(1) of the Transparency Regulations, the Central Bank of Ireland has chosen to exercise certain of its tasks as Competent Authority under the Transparency Regulations by delegating such tasks (e.g. monitoring of issuers for compliance with their obligations under the TD) to the ISE. Asset Backed Securities Page 2 of 103

3 ISE EXERCISING FUNCTIONS AS COMPETENT AUTHORITY In relation to the Listing Rules, the ISE is performing its functions as competent authority under Regulation 6 of the European Communities (Admission to Listing and Miscellaneous Provisions) Regulations In relation to the Admission to Trading Rules, the ISE is performing its functions as an authorised operator of the Main Securities Market, a Regulated Market under the European Communities (Markets in Financial Instruments) Regulations The Irish Stock Exchange Limited All rights reserved Asset Backed Securities Page 3 of 103

4 Contents Scope 2 Contents 4 Definitions 5 Chapter 1 Conditions for Listing and Trading 9 Chapter 2 Structure of Prospectuses 11 Chapter 3 Content of Prospectuses 17 Chapter 4 Prospectus Review and Competent Authority Approval 22 Chapter 5 Listing Procedures 30 Chapter 6 Offering Programmes 33 Chapter 7 Continuing Obligations 38 Appendix 1 PD Disclosure Annexes 52 Appendix 2 Asset Backed Securities Admission Application 96 Appendix 3 Listing Agent Declaration 98 Appendix 4 ISE Listing and Admission to Trading Fees 99 Appendix 5 Central Bank Prospectus Approval Fees 101 Appendix 6 Extract from Transparency Rules 102 Asset Backed Securities Page 4 of 103

5 Definitions The following definitions apply: Admission to Trading Rules ( ATR ) means the Admission to Trading Rules of the Irish Stock Exchange, as amended from time to time. Advertisement means announcements: PR Article 2(9) (1) relating to an admission to trading on a Regulated Market; and (2) aiming to specifically promote the potential subscription or acquisition of securities. Asset backed securities means securities which: PR Article 2(5) (1) represent an interest in assets, including any rights intended to assure servicing, or the receipt or timeliness of receipts by holders of assets of amounts payable there under; or (2) are secured by assets and the terms of which provide for payments which relate to payments or reasonable projections of payments calculated by reference to identified or identifiable assets. Base prospectus means a prospectus containing all relevant information as specified in paragraph 3.1, and if there is a supplement, paragraph 4.18, concerning the issuer and the securities to be admitted to trading on a Regulated Market, and, at the choice of the issuer, the final terms of the offering. CAO means the Company Announcements Office of the ISE. CARD means the Directive 2001/34/EC of the European Parliament and of the Council of 28 May 2001 on the admission of securities to official stock ISE listing and on information to be published on those securities. Category A means the relevant information which shall be included in the base prospectus. This information cannot be left in blank for later insertion in the final terms. PR Article 2(a) Category B means that the base prospectus shall include all the general principles related to the information required, and only the details which are unknown at the time of the approval of the base prospectus can be left in blank for later insertion in the final terms. Category C means that the base prospectus may contain a reserved space for later insertion for the information which was not known at the time of the approval of the base prospectus. Such information shall be inserted in the final terms. Competent Authority means a central competent administrative authority designated by a Member State as being responsible for carrying out the obligations provided for in the Directives and for ensuring that the provisions adopted pursuant to the Directives are applied. In the Irish context, Competent Authority shall mean the Central Bank of Ireland ( Central Bank or Irish Competent Authority ), except in relation to Article 24.4(h) Irish Stock Exchange Guidelines for December 2011 Asset Backed Securities Page 5 of 103

6 of the Transparency Directive for which it shall mean the Irish Auditing and Accounting Supervisory Authority ( IAASA ). Credit Institution means credit institutions as defined in point (a) of Article 1(1) of Directive 2000/12/EC as well as to third country credit institutions which do not fall under that definition but have their registered office in a state which is a member of the OECD. PR Article 14(2) Debt securities means debentures, debenture stock, loan stock, bonds, certificates of deposit or any other instrument creating or acknowledging indebtedness. Directives mean the Prospectus Directive, Market Abuse Directive and Transparency Directive. ESMA means the European Securities and Market Authority (formerly the Committee of European Securities Regulators ( CESR )). ESMA Recommendations means the European Securities and Market Authority recommendations for the consistent implementation of the Prospectus Regulation. ESMA Common Positions means an ESMA document entitled Frequently asked questions regarding Prospectuses: Common Positions agreed by ESMA Members. Host Member State means the Member State where admission to trading is sought, when different from the home Member State. IAS Regulation means Regulation (EC) No 1606/2002 of the European Parliament and of the Council of 19 July IFRS means International Financial Reporting Standards. ISE means the Irish Stock Exchange Limited. Issuer means a legal entity which issues (or proposes to issue) securities and applies to have those securities admitted to listing and trading on a Regulated Market. For the purposes of Chapter 7 (Continuing Obligations), Issuer means a legal entity whose securities are admitted to listing and trading on a Regulated Market. Key Information means essential and appropriate structured information which is to be provided to investors with a view to enabling them to understand the nature and the risks of the issuer, guarantor and the securities that are being offered to them or admitted to trading on a regulated market and, without prejudice paragraph 2.25(2), to decide which offers of securities to consider further. In light of the offer and securities concerned, the key information shall include the following elements: PD Article 2(1)(s) (1) a short description of the risks associated with and essential characteristics of the issuer and any guarantor, including the assets, liabilities and financial position; Asset Backed Securities Page 6 of 103

7 (2) a short description of the risk associated with and essential characteristics of the investment in the relevant security, including any rights attaching to the securities; (3) general terms of the offer, including estimated expenses charged to the investors by the issuer or the offeror; (4) details of the admission to trading; and (5) reasons for the offer and use of proceeds. Listing means admission to the Official List of the ISE. Listing Rules ( LR ) means the listing rules of the ISE. Main Securities Market means the principal market of the ISE which is a Regulated Market Market Abuse Directive ( MAD ) means Directive 2003/6/EC of the European Parliament and of the Council of 28 January 2003 on insider dealing and market manipulation (market abuse). Market Abuse Regulations ( MR ) means the Market Abuse (Directive 2003/6/EC) Regulations 2005 (S.I. No. 342 of 2005). Member State means a Member State of the European Union or a State of the European Economic Area. Offer of securities to the public means a communication to persons in any form and by any means, presenting sufficient information on the terms of the offer and the securities to be offered, so as to enable an investor to decide to purchase or subscribe for those securities or apply to purchase or subscribe for those securities and this definition shall be construed as: PD Article 2(1)(d) (1) being also applicable to the placing of securities through financial intermediaries; and (2) not being applicable to trading on a regulated market or any other market operated by an approved stock ISE. Person making an offer (or offeror ) means a body corporate or other legal entity or an individual which or who makes an offer of securities to the public; PD Article 2(1)(i) Prospectus Directive ( PD ) means Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading. Prospectus Handbook ( PH ) means the Guide to Prospectus Approval in Ireland as published by the Central Bank of Ireland. Prospectus Regulation ( PR ) means Commission Regulation (EC) No 809/2004 of 29 April Prospectus Rules means the prospectus rules of the Central Bank of Ireland (as contained in the Prospectus Handbook), issued under Section 51 of the Investment Funds, Companies and Miscellaneous Provisions Act Asset Backed Securities Page 7 of 103

8 Registration document means the part of a prospectus, as described in Chapter 2 that contains details of the issuer (see Annex VII in Appendix 1). Regulated Information means all information which the issuer is required to disclose under the Transparency Directive; under Article 6 of the Market Abuse Directive; or by virtue of more stringent requirements made by the Central Bank. Regulated Market means a market as defined in Article 4(1), point 14, of Directive 2004/39/EC. TD Article 2(1)(k) PD Article 2(1)(j) Regulation means the Prospectus (Directive 2003/71/EC) Regulations 2005 (S.I. No. 324 of 2005). RIS means a Regulatory Information Service. Risk factors means a list of risks which are specific to the situation of the issuer and/or the securities and which are material for taking investment decisions. PR Article 2(3) Securities note means the part of a prospectus, as described in Chapter 2, that contains details of the asset backed securities (see Annex XIII/Annex V in Appendix 1) and the securitised assets (see Annex VIII in Appendix 1). Special purpose vehicle ( SPV ) means an issuer whose objects and purposes are primarily the issue of securities. PR Article 2(4) Transparency Directive ( TD ) means Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a Regulated Market and amending Directive 2001/34/EC. Transparency Regulations ( TR ) means the Transparency (Directive 2004/109/EC) Regulations 2007 of Ireland (S.I. No 277 of 2007) Transparency Rules means the transparency rules of the Central Bank of Ireland issued under Section 22 of the Investment Funds, Companies and Miscellaneous Provisions Act Asset Backed Securities Page 8 of 103

9 1 Conditions for Listing and Trading 1.1 The ISE may make admission of securities to listing subject to any special condition which the ISE considers appropriate in the interests of protecting investors and of which the ISE has explicitly informed the issuer. 1.2 The issuer must be duly incorporated or otherwise validly established according to the relevant laws of its place of incorporation and establishment, and be operating in conformity with its constitutive documents. 1.3 The securities to be listed must conform with the law of the issuer s place of incorporation; be duly authorised according to the requirements of the issuer s constitutive documents; and have any necessary statutory or other consents. 1.4 An issuer with or seeking admission to listing and trading on the ISE must be in compliance with the requirements of any stock ISE on which it has securities admitted to trading and/or any securities regulator which regulates it. CARD Article 12 CARD Article 52 CARD Article 53 ATR To be listed, securities must be admitted to trading on a market for listed securities acceptable to the ISE. 1.6 The securities to be listed must be freely transferable. 1.7 An application for admission to listing and trading of securities of any class must relate to all securities of that class issued or proposed to be issued and, after admission relate to all further securities of that class issued or proposed to be issued. 1.8 The physical form of securities, if they have a physical form, issued by an entity of a Member State must comply with the standards laid down by that Member State. Where securities are issued by an issuer of a non-member State, the physical form of such securities must afford sufficient safeguards for the protection of the investors. 1.9 Except where securities of the same class are already listed, the expected aggregate market value of the securities to be listed must be at least 200,000 (except that there is no minimum limit in the case of tap issues where the amount of the securities is not fixed). The ISE may admit securities of a lower value if satisfied that there will be an adequate market for the securities concerned The directors of the issuer must have, collectively, appropriate expertise and experience for the management of its business The auditors to the issuer must be independent of the issuer and comply with applicable guidelines on independence issued by their national bodies. CARD Article 54 ATR 1.4 CARD Article 56 ATR 1.1 CARD Article 57 LR CARD Article 58 LR LR Asset Backed Securities Page 9 of 103

10 1.12 The issuer must normally be a special purpose vehicle incorporated or established for the purpose of issuing asset backed securities Except where the ISE otherwise agrees, equity securities backing the issue of securities must: LR LR (1) be listed on a stock ISE or traded on another regulated and regularly operating open market; or (2) represent minority interests and must not confer legal or management control of the issuing companies. Where warrants or options or other rights relating to equity securities are used to back an issue, this paragraph applies in respect of the equity securities to which those warrants or options or other rights relate There must be a trustee or other appropriate independent party representing the interests of the holders of the securities and with the right of access to appropriate and relevant information relating to the assets Convertible securities may be admitted to listing only if the securities into which they are convertible are already, or will become at the same time: (1) listed securities; or (2) securities listed on a regulated, regularly operating, recognised open market. LR CARD Article 59 LR The ISE may dispense with the rule if it is satisfied that holders of the convertible securities have at their disposal all the information necessary to form an opinion about the value of the underlying securities. Asset Backed Securities Page 10 of 103

11 2 Structure of Prospectuses 2.1 Under the Regulation a prospectus may be comprised of a registration document and securities note (and summary, if applicable). Alternatively, a prospectus may be issued in the form of a single document. It may also take the form of a base prospectus and subsequent final terms or a single document which incorporates all or part of a base prospectus (commonly known as a drawdown prospectus or series prospectus). Each column in the diagram below shows examples of how this would work: Single document Separate registration document and securities note Base prospectus (issuance by final terms) Base prospectus (issuance by drawdown prospectus) Registration document + securities note + summary Registration document + Securities note Registration document + securities note (excluding final terms) + summary (if any) Registration document + securities note + summary (if any) (if any) + Summary (if any) Final terms Drawdown prospectus PROSPECTUS AS A SINGLE DOCUMENT 2.2 A prospectus as a single document must contain the following parts in the following order: (1) a clear and detailed table of contents; PR Article 25(1) PH (2) a summary, if applicable; (3) the risk factors linked to the issuer and the type of security covered by the issue; and (4) the other information items included in the relevant annexes to the Prospectus Regulation according to which the prospectus is drawn up, in any order chosen by the issuer. Asset Backed Securities Page 11 of 103

12 PROSPECTUS COMPRISING SEPARATE REGISTRATION DOCUMENT AND SECURITIES NOTE 2.3 A prospectus composed of separate documents (except in the case of a base prospectus) shall divide the required information into a registration document containing information relating to the issuer, a securities note containing information on the securities to be admitted to trading on a Regulated Market and, if applicable, include a summary. 2.4 The securities note and the registration document shall each contain the following parts in the following order: (1) a clear and detailed table of contents; PD Article 5(3) PH PR Article 25(2)(3) PH (2) the risk factors linked to the issuer and the type of security covered by the issue; and (3) the other information items included in the relevant annexes to the Prospectus Regulation according to which the prospectus is drawn up, in any order chosen by the issuer. 2.5 An issuer which already has a registration document approved by the Irish Competent Authority shall only be required to draw up a securities note (and a summary, if required) when its securities are to be offered and/or admitted to trading on a Regulated Market. 2.6 In the circumstances referred to in paragraph 2.5, the securities note shall provide information that would normally be provided in the registration document where there has been a material change or recent development which could affect investors' assessments since the latest updated registration document or any supplement was approved. The securities note and summary shall be subject to a separate approval by the Irish Competent Authority. 2.7 Where a registration document has been filed but not approved, the entire documentation, including updated information, shall be subject to approval. PROSPECTUS COMPRISING A BASE PROSPECTUS 2.8 The prospectus can, at the choice of the issuer, consist of a base prospectus containing all relevant information concerning the issuer and the securities to be admitted to trading on a Regulated Market. In such event, a document comprising the final terms will also be required, though the final terms do not constitute the prospectus. The base prospectus may contain options with regard to information categorised as Category A, Category B and Category C 1, required by the relevant securities note schedules and building blocks (set out in the relevant PD disclosure annexes reproduced in Appendix 1). The final PD Article 12(1) PH PD Article 12(2) PH PD Article 12(3) PD Article 5(4) PR Article 22(1)(a) 1 The categories determine the degree of flexibility by which the information can be given in the base prospectus or the final terms. Asset Backed Securities Page 12 of 103

13 terms shall determine which of these options is applicable to the individual issue, by referring to the relevant sections of the base prospectus or by replicating such information. 2.9 Where an issuer chooses to draw up a base prospectus, the base prospectus shall contain the following parts in the following order: (1) a clear and detailed table of contents; PR Article 26(1) PH (2) a summary, if applicable; (3) the risk factors linked to the issuer and the type of security or securities covered by the issue(s); and (4) the other information items included in the relevant annexes to the Prospectus Regulation according to which the base prospectus is drawn up. The information on the different securities contained in the base prospectus shall be clearly segregated. PROSPECTUS COMPRISING A DRAWDOWN PROSPECTUS 2.10 A prospectus may also be produced in the form of a standalone prospectus which incorporates by reference all or part of a valid base prospectus (commonly known as a drawdown prospectus ) A drawdown prospectus shall contain the following parts in the following order: PR Article 26(2) PH PH (1) a clear and detailed table of contents; (2) a summary, if applicable; (3) the risk factors linked to the issuer and the type of security or securities covered by the issue(s); and (4) the other information items included in the relevant annexes to the Prospectus Regulation according to which the base prospectus is drawn up. INCORPORATION BY REFERENCE 2.12 Subject to paragraph 2.21, information may be incorporated in a prospectus or base prospectus by reference to one or more previously or simultaneously published documents that have been approved by the Irish Competent Authority or filed with it in accordance with the Prospectus Directive or the Transparency Directive Information incorporated by reference shall be the most recent available to the issuer Information may be incorporated by reference in a prospectus or base prospectus, notably if it is contained in one of the following documents: (1) annual and interim financial information; PD Article 11(1) PH PD Article 11(1) PH PR Article 28(1) PH (2) documents prepared on the occasion of a specific transaction such as a merger or demerger; Asset Backed Securities Page 13 of 103

14 (3) audit reports and financial statements; (4) memorandum and articles of association; (5) earlier approved and published prospectuses and/or base prospectuses; (6) regulated information; or (7) circulars to security holders. The documents to be incorporated in a prospectus by reference must be filed with the Central Bank in pdf format When information is incorporated by reference, a cross-reference list must be provided in the prospectus to enable investors to identify easily specific items of information The documents containing information that may be incorporated by reference in a prospectus or base prospectus or in the documents composing it shall be drawn up in English If a document which may be incorporated by reference contains information which has undergone material changes, the prospectus or base prospectus shall clearly state such a circumstance and shall give the updated information The issuer may incorporate information in a prospectus or base prospectus by making reference only to certain parts of a document, provided that it states that the non-incorporated parts are either not relevant for the investor or covered elsewhere in the prospectus When incorporating information by reference, issuers shall endeavour not to endanger investor protection in terms of comprehensibility and accessibility of the information. THE SUMMARY 2.20 A summary is required where the securities have a denomination of less than 100,000. The summary shall, in a concise manner and in nontechnical language, provide key information in the language in which the prospectus was originally drawn up. The format and content of the summary shall provide, in conjunction with the prospectus, appropriate information about essential elements of the securities concerned in order to aid investors when considering whether to invest in such securities. PH Rule 4.12(C) PD Article 11(2) PH PR Article 28(2) PH PR Article 28(3) PH PR Article 28(4) PH PR Article 28(5) PH PD Article 5(2) PH PH Format of Summary 2.21 The summary shall be drawn up in a common format in order to facilitate comparability of the summaries of similar securities and its content should convey the key information of the securities concerned in order to aid investors when considering whether to invest in such securities. PD Article 5(2) Asset Backed Securities Page 14 of 103

15 2.22 The length of the summary shall take into account the complexity of the issuer and of the securities offered, but shall not exceed 7% of the length of a prospectus or 15 pages, whichever is the longer. It shall not contain cross/references to other parts of the prospectus. PD Article 24(1) Content of Summary 2.23 The Issuer shall determine the detailed content of the summary in accordance with the requirements of paragraphs 2.22 to 2.24, 2.26, 2.28, 6.5 and A summary shall contain the Key Information items set out in Annex XXII of the Prospectus Regulation. Where an item is not applicable to a prospectus, such item shall appear in the summary with the mention Not Applicable The summary shall also contain a warning that: PD Article 24(1) PD Article 24(1) PD Article 5(2) (1) it should be read as an introduction to the prospectus; (2) any decision to invest in the securities should be based on consideration of the prospectus as a whole by the investor; (3) where a claim relating to the information contained in a prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the prospectus before the legal proceedings are initiated; and (4) no civil liability shall attach to any person solely on the basis of the summary, including any translation thereof, unless it is misleading, inaccurate or inconsistent, when read together with the other parts of the prospectus, or 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 The order of the sections and of the elements of Annex XXII shall be mandatory. The summary shall be drafted in clear language, presenting the key information in an easily accessible and understandable way The summary shall not incorporate information by reference Where an Issuer is not under an obligation to include a summary in a prospectus pursuant to the Prospectus Directive, but produces an overview section in the prospectus, this section shall not be entitled Summary unless the issuer complies with all disclosure requirements for summaries laid down in paragraphs 2.22 to 2.24, 2.26, 6.5 and 6.6, as applicable, and Annex XXII. PD Article 6(2) PR Article 24(1) PD Article 11(1) PR Article 24(1) Supplements 2.29 Where the summary of a prospectus must be supplemented according to paragraph 4.18, the issuer must decide on a case by case basis whether to integrate the new information in the original summary by producing a new summary, or to produce a supplement to the summary. PR Article 25(5), 26(7) Asset Backed Securities Page 15 of 103

16 If the new information is integrated into the original summary the issuer shall ensure that investors can easily identify the changes, in particular by way of footnotes. Note: The disclosure requirements for summaries have not been reproduced in these Guidelines and are available in Annex XXII of the Prospectus Regulation. Asset Backed Securities Page 16 of 103

17 3 Content of Prospectuses 3.1 Without prejudice to paragraph 3.8, a prospectus shall contain all information which, according to the particular nature of the issuer and of the securities admitted to trading on a Regulated Market, is necessary to enable investors to make an informed assessment of: PD Article 5(1) PH (1) the assets and liabilities, financial position, profit and losses, and prospects of the issuer and of any guarantor; and (2) the rights attaching to such securities. The information contained in the prospectus shall be consistent and presented in an easily analysable and comprehensible form. 3.2 Without prejudice to the requirement to give adequate information to investors, where, in exceptional cases, certain information required to be included in a prospectus would be inappropriate to the issuer's sphere of activity or to the legal form of the issuer or to the securities to which the prospectus relates, the prospectus may omit that required information but, unless there is no such equivalent information, shall contain information equivalent to that required information. PH PD Article 8(3) PH The tables below summarise the situations in which the various information requirements apply: Securities with a denomination per unit of at least 100,000 (where the issuer has an obligation on issue to pay the investor 100% of the nominal value) Information on Registration document Securities note Applicable Information Requirements from the Prospectus Regulation see Appendix 1 Issuer/Issue Annex VII Annex XIII Annex VIII Guarantor/Guarantee Annex VI Annex VI Asset Backed Securities Page 17 of 103

18 Securities with a denomination per unit of less than 100,000 (where the issuer has an obligation on issue to pay the investor 100% of the nominal value) Information on Registration document Securities note Applicable Information Requirements from the Prospectus Regulation see Appendix 1 Issuer/Issue Annex VII Annex V Annex VIII Guarantor/Guarantee Annex VI Annex VI Securities where the issuer has an obligation to pay the investor less than 100% of the nominal value Information on Registration document Securities note Applicable Information Requirements from the Prospectus Regulation see Appendix 1 Issuer/Issue Annex VII Annex VIII Annex XII Guarantor/Guarantee Annex VI Annex VI In complying with the Prospectus Regulation information requirements, issuers must comply with the ESMA Recommendations and the ESMA Common Positions, both of which are available on the ESMA website Issuers are reminded that Article 35 of the Prospectus Regulation (not included in these Guidelines) sets out transitional provisions in relation to the historical financial information disclosure requirements. APPLICATION STATEMENT 3.3 An issuer must ensure that the application statement in a prospectus submitted to the Central Bank for approval relating to securities for which admission to listing and trading on the Regulated Market of the ISE is sought, includes the following wording (which must be displayed in a prominent position within the prospectus): Asset Backed Securities Page 18 of 103

19 [This prospectus amend as appropriate to the type of document] has been approved by the Central Bank of Ireland, as competent authority under Directive 2003/71/EC. The [Central Bank of Ireland or Central Bank (if defined)] only approves this [prospectus amend as appropriate to type of document] as meeting the requirements imposed under Irish and EU law pursuant to the Directive 2003/71/EC. Application has been/will be made to the Irish Stock Exchange for the securities [insert relevant details] to be admitted to the Official List and trading on its regulated market. PH Rule 4.4 PH Rule 4.5 SCOPE OF PROSPECTUS APPROVAL 3.4 An issuer must ensure that a prospectus submitted to the Central Bank for approval, which contains wording that suggests that it may be used other than for the purpose of an admission to trading on a regulated market or for a public offer in the European Economic Area (EEA) includes the following wording (which must be displayed in a prominent position within the prospectus): Such approval relates only to [the securities-insert relevant details] which are to be admitted to trading on a regulated market for the purposes of Directive 2004/39/EC and/or which are to be offered to the public in any Member State of the European Economic Area." PERSONS RESPONSIBLE 3.5 The persons responsible for the information contained in a prospectus must be clearly identified by their names and functions or, in the case of legal persons, by their names and registered offices. The persons responsible must also include declarations in the prospectus that, to the best of their knowledge, the information contained in the prospectus is in accordance with the facts and that the prospectus makes no omission likely to affect its import. A guarantor is required to take responsibility for information contained in the prospectus that relates to itself and the guarantee. 3.6 More than one person may be required to take responsibility for the whole of the prospectus. However, at the very least, the issuer will be responsible for the whole of the prospectus. LANGUAGES 3.7 Where foreign language text is in the prospectus one of the following forms of wording must be included in the prospectus: PH Rule 4.6 PH PD Article 6(1) PH PH Rule 6.1 (A) Where there are instances of continuous foreign language text within a document, the following wording must be used: The language of the [prospectus - amend as appropriate to the type of document] is [Insert Irish or English]. Any foreign language text that is included with or within this document has been included for convenience purposes only and does not form part of the prospectus. ; or Asset Backed Securities Page 19 of 103

20 (B) Where foreign language text is used to give correct technical meaning, the following wording must be used: The language of the [prospectus amend as appropriate to the type of document] is [Insert Irish or English]. Certain legislative references and technical terms have been cited in their original language in order that the correct technical meaning may be ascribed to them under applicable law. or (C) Where foreign language text is included in whole parts of the document (other than the summary), for example the terms and conditions, the following wording must be used: This [prospectus amend as appropriate to the type of document] is drawn up in the [Insert Irish or English] language. In case there is any discrepancy between the [Insert Irish or English] text and the [Insert name of the foreign language] text, the [Insert Irish or English] text stands approved for the purposes of approval under the Prospectus (Directive 2003/71/EC) Regulations OMISSION OF INFORMATION 3.8 Requests to the Irish Competent Authority to authorise any omission of certain information required by the Regulation or the Prospectus Regulation from a prospectus must: (1) be submitted to the Central Bank in writing; PD Article 8(2) PH Rule 4.11 PH P (2) identify the specific information concerned and the specific reasons for the omission; and (3) state why one or more of the following grounds applies: (a) disclosure of such information would be contrary to the public interest; or PH (b) disclosure of such information would be seriously detrimental to the issuer, provided that the omission would not be likely to mislead the public with regard to facts and circumstances essential for an informed assessment of the issuer, offeror or guarantor, if any, and of the rights attached to the securities to which the prospectus relates; or (c) such information is of minor importance only for a specific offer or admission to trading on a Regulated Market and is not such as will influence the assessment of the financial position and prospects of the issuer, offeror or guarantor, if any. (4) warrant that the information could not be deemed material to an investor s decision to invest in the relevant securities (where appropriate). The Central Bank may authorise the omission request if it considers that one of the grounds referred to in paragraph 3.8(3) is satisfied. PH P Asset Backed Securities Page 20 of 103

21 3.9 During the review process the Central Bank will provide an indication as to whether the omission request is likely to be authorised. Formal approval of the omission request will only be provided on the date of approval of the prospectus Where the final version of the omission request has been signed by an agent of the issuer, the omission request should be accompanied by a power of attorney evidencing the granting of such authority to the agent Where an omission request concerns the omission of financial statements for subsidiary guarantors, Chapter 3.5 of the Prospectus Handbook should be consulted for further guidance Where the final offer price or amount (or both) of securities to be subject to a public offer cannot be included in the prospectus: (1) the criteria or the conditions (or both) in accordance with which the above elements will be determined or, in the case of price, the maximum price, shall be disclosed in the prospectus; or (2) it shall be a term of the offer that acceptances of or applications for the purchase or subscription of securities (whether accepted by the issuer or not) may be withdrawn or revoked during a period expiring not less than two working days after a statement of the final offer price and amount of securities which will be offered to the public has been filed. As soon as the final offer price and/or amount of the securities is known an Article 8 notification should be filed with the Central Bank and made available to the public in accordance with The notification must be filed with the Central Bank in pdf format. PH P PH P PH P PD Article 8(1) PH P PH P PH P PH Rule 4.12(B) Asset Backed Securities Page 21 of 103

22 4 Prospectus Review and Competent Authority Approval Where Ireland is the home Member State for the purposes of the Prospectus Directive, an issuer seeking approval of a prospectus is required to submit the relevant prospectus to the Central Bank for scrutiny and approval. SUBMISSION OF INITIAL DRAFT DOCUMENTS FOR REVIEW 4.1 A copy of the following documents (where applicable) must be submitted in draft form to the Central Bank at the time of initial submission of the prospectus or, where appropriate, during the prospectus review process: PH Rule 4.3 PH Rule 4.7 PH P (1) prospectus (and any supplement); (2) if requested, where the order of disclosure items in the prospectus does not coincide with the order in the annexes and building blocks in the Prospectus Regulation, a cross-reference list identifying the pages where each item can be found in the prospectus; (3) non-applicable letter; (4) the letter referred to in paragraph 3.8 above, if applicable; (5) the letter referred to paragraph 4.5(5) below, if applicable; (6) any documents which are incorporated by reference into the prospectus unless such documents have already been approved by or filed with the Central Bank; and (7) any other information the Irish Competent Authority may require. 4.2 The draft prospectus and supporting documents referred to in paragraph 4.1 must be: (1) in a substantially complete form; (2) in an acceptable electronic format submitted to the address debt@corporatefinance-cbi.ie ; and PH Rule 4.8 PH P PH P (3) annotated in the margin and/or accompanied by an information checklist (as provided in Annex 5 of the Prospectus Handbook) to indicate compliance with all applicable requirements of the Regulation, the Prospectus Regulation and the Prospectus Rules. SUBMISSION OF SUBSEQUENT DRAFT DOCUMENTS FOR REVIEW 4.3 A copy of amended drafts must be resubmitted, marked to show all changes made since the previous draft reviewed by the Central Bank, and must comply with paragraphs 4.2 (2) and (3) above. Each subsequent draft should be accompanied by the comment sheet detailing the relevant resolutions to each of the comments raised by the Central Bank in the previous submission. PH Rule 4.9 PH P PH P Asset Backed Securities Page 22 of 103

23 APPROVAL OF A PROSPECTUS 4.4 A prospectus must not be published until it has been approved by a Competent Authority. 4.5 To obtain Irish Competent Authority approval, the following documents, or such of them as are applicable, must be submitted to the Central Bank address debt@corporatefinance-cbi.ie in final form and in an agreed electronic format no later than am, save where otherwise agreed with the Central Bank, on the day on which approval of the prospectus is sought: PD Article 13(1) PH P PH Rule 4.10 (1) the prospectus (in searchable pdf format and dated the approval date); (2) if requested, where the order of disclosure items in the prospectus does not coincide with the order in the annexes and building blocks in the Prospectus Regulation, a checklist identifying the pages where each item can be found; (3) non-applicable letter; (4) signed letter requesting the Irish Competent Authority to authorise the omission of information from a prospectus (see paragraph 3.8); (5) signed passport request letter requesting the Irish Competent Authority to provide a competent authority of a Host Member State(s) with a certificate of approval attesting that the prospectus has been drawn up in accordance with the PD (an issuer must include a translation of the summary if required by the competent authority of the Host Member State) (paragraph 4.27 below sets out information that must be included in the passport request letter); and (6) any other information that the Central Bank may require. 4.6 The Central Bank will provide confirmation of approval to the address through which the submission of the final prospectus was made by close of business on the day of approval. VALIDITY OF A PROSPECTUS 4.7 A prospectus shall be valid for 12 months after its approval for admission to trading on a Regulated Market, provided that the prospectus is completed by a supplement (if required) under paragraph For an offering programme, the base prospectus, previously filed and published, shall be valid for 12 months after its filing. 4.9 A registration document, as referred to in paragraph 2.3, previously filed and approved, shall be valid for the purposes of paragraph 2.5 for a period of up to 12 months. The registration document, updated in accordance with paragraph 2.6, accompanied by the securities note and the summary shall be considered to constitute a valid prospectus. PH P PD Article 9(1) PH PD Article 9(2) PH PD Article 9(4) PH Asset Backed Securities Page 23 of 103

24 PUBLICATION OF A PROSPECTUS 4.10 Upon a prospectus having been approved and filed, the issuer shall make the prospectus available to the public as soon as practicable and in any case, at a reasonable time in advance of, and at the latest at the beginning of, the admission to trading of the securities involved The Central Bank will publish all approved prospectuses on its website unless an issuer submits a non-publication request (see paragraph 4.17). METHOD OF PUBLISHING 4.12 A prospectus shall be deemed available to the public in accordance with paragraph 4.10 when published in one of the following ways: PD Article 14(1) PH P PD Article 14(2) (1) by insertion in one or more newspapers circulated throughout, or widely circulated in, the Member State or Member States in which the admission to trading is sought; (2) in a printed form to be made available, free of charge, to the public at the offices of the market on which the securities are being admitted to trading, or at the registered office of the issuer and at the offices of the financial intermediaries placing or selling the securities, including paying agents; (3) in an electronic form on the issuer's website or, if applicable, on the website of the financial intermediaries placing or selling the securities, including paying agents; (4) in electronic form on the website of the Regulated Market or other markets where admission to trading is sought; or (5) in electronic form on the website of the Central Bank (a prospectus approved by the Irish Competent Authority will be published on its website, Where a prospectus is made available to the public in accordance with paragraphs (1) or (2) above, the issuer or persons responsible for drawing up the prospectus shall also to publish the prospectus electronically in accordance with paragraph (3) above In the case of a prospectus comprising several documents or incorporating information by reference (or both), the documents and information making up the prospectus may be published and circulated separately provided that the documents are made available, free of charge, to the public in accordance with the arrangements referred to in paragraph Each document shall indicate where the other documents constituting the full prospectus may be obtained The text and the format of the prospectus, and of any of the supplements to the prospectus published, shall at all times be identical to the original version approved by the Irish Competent Authority. PD Article 14(5) PD Article 14(6) Asset Backed Securities Page 24 of 103

25 PUBLICATION IN ELECTRONIC FORM 4.15 The publication of the prospectus or base prospectus in electronic form, either pursuant to points (3) to (5) of paragraph 4.12, or as an additional means of availability, shall be subject to the following requirements: PR Article 29(1) (1) the prospectus or base prospectus shall be easily accessible when entering the web-site; (2) the file format shall be such that the prospectus or base prospectus cannot be modified; (3) the prospectus or base prospectus shall not contain hyper-links, with the exception of links to the electronic addresses where information incorporated by reference is available; and (4) the investors shall have the possibility of downloading and printing the prospectus or base prospectus. The exception referred to in point (3) shall only be valid for documents incorporated by reference; those documents shall be available with easy and immediate technical arrangements Where the prospectus is made available by publication in electronic form, a paper copy of it must nevertheless be delivered to each investor who purchases or subscribes for the securities involved (or intends to purchase or subscribe for such securities or bona fide contemplates such purchase or subscription) upon the investor s request and free of charge by the issuer or the financial intermediaries placing or selling the securities. NON-PUBLICATION OF A PROSPECTUS 4.17 An issuer shall notify the Central Bank in writing where it does not wish the Central Bank to publish a prospectus it has approved on its website. Such notification shall be submitted to the Central Bank by 10 a.m. on the day on which approval of the prospectus is required and shall specify the method of publication to be adopted by the issuer in accordance with paragraph 4.12 above. SUPPLEMENT 4.18 An issuer shall include in a supplement to the prospectus every significant new factor, material mistake or inaccuracy relating to the information included in a prospectus which is capable of affecting the assessment of the securities and which arises or is noted between the time when the prospectus is approved and the time when trading on a Regulated Market begins. A supplement shall be approved in the same way as the original prospectus in a maximum of seven working days and shall be published at least in the manner in which the original prospectus was published. The summary, and any translations thereof, shall also be supplemented, if necessary, to take account of the new information included in the supplement. PD Article 14(7) PH Rule 5.1 PD Article 16(1) PH PH P Asset Backed Securities Page 25 of 103