BOLSAS Y MERCADOS ESPAÑOLES, SISTEMAS DE NEGOCIACIÓN, S.A.

Transcription

1 Circular 9/2016 REQUIREMENTS AND PROCEDURES APPLICABLE TO INCREASES IN CAPITAL OF ENTITIES WHOSE SHARES ARE LISTED FOR TRADING ON THE MAB This Circular details the rules and procedures applicable to the increase in capital of low capitalisation entities and Real Estate Investment Trusts (REITs) whose shares are already listed on the Market. For the purposes of timely management and processing of capital increases, Circular 6/2016 on requirements and procedures applicable to the listing and delisting on the Market is also applicable ( Circular 6/2016 on the Mercado ). One. Scope of application This Circular sets out the requirements, documentation and procedure applicable for listing newly issued shares on the Market, through any of the capital increase modalities set out in the commercial legislation, by entities whose shares are already listed on the Market and, where applicable, for preferential subscription rights. Two. Application to list 1. Written application The listing on the Market of newly issued shares and, where applicable, of preferential subscription rights, shall be requested by the issuer in writing, addressed to the Market and signed by the person with sufficient power to do so. The relevant Capital Increase Document shall be attached to this application pursuant to the provisions of section 2 of this Circular and the remaining documentation and information that the Market governing bodies may seek in each case. 1

2 2.- Capital Increase Document Types of Capital Increase Documents Complete Capital Increase Document (CID) A Complete Capital Increase Document shall be submitted to the Market regarding capital increases charged to capital contributions with preferential subscription rights in any of the following situations: (i) (ii) (iii) If the favourable report from the Coordination and Admissions Committee regarding the Informational Document on Admission to the Market of the company is older than eighteen (18) months on the start date of the capital increase. If the company has already obtained a favourable report from the Coordination and Admissions Committee relating to a Complete Capital Increase Document previously; and this report is older than eighteen (18) months on the start date of the capital increase. If the company has registered with the CNMV (or, if applicable, a regulatory authority of a foreign securities market), the relevant security sales prospectus and the register has been prepared more than eighteen (18) months before the start date of the capital increase. For the purposes of this section, the start date of the capital increase shall be understood as the day on which the company has established that it is starting the exercise of preferential subscription rights. The Complete Capital Increase Document shall contain, at minimum, the information indicated in Appendix 1 of this Circular Low Capital Increase Document (CID) In all other situations not included in the previous section, a Low Capital Increase Document that contains, at minimum, the information indicated in Appendix 2 of this Circular, shall be submitted 1. 1 A Low Capital Increase Document shall be submitted in addition to others in the following cases: (a) (b) (c) increases in capital charged to capital contributions with preferential subscription rights by entities that have obtained in the eighteen (18) months prior to the start of the capital increase, a favourable report from the Coordination and Admissions Committee to the Informational Document on Admission or the registration by the CNMV of a prospectus (or equivalent admission document by the foreign regulatory authority), increases in capital charged to capital contributions excluding the preferential subscription right of shareholders or increases in capital charged to non-monetary contributions (including capital increases for credit compensation). 2

3 2.2.- Possibility of exemption Prospectus filed with the CNMV In the event the issuer has filed a prospectus with the CNMV in relation to the increase in capital which it manages, it may use this prospectus to request the listing of the shares subject to the capital increase. In such a case, the issuer, in addition to providing the Market with the aforementioned prospectus, shall provide sufficient justification of its filing Document filed with a regulatory authority of a foreign securities market In the event that the issuer has filed with a regulatory authority of a foreign securities market, whether it is regulated or not, a document requesting listing of shares issued by virtue of the capital increase in this market, the Market s Coordination and Admissions Committee may accept this document, with the updates and adjustments it deems appropriate in each case. In such a case, the issuer, in addition to providing the Market with the aforementioned document, shall provide sufficient justification of its filing. Three. Processing and listing For the purposes of this section, the provisions of Sections Four (Processing) and Five (Listing) of Circular 6/2016 of the Market shall apply. Four. Administrative and technical procedures On the proposal of the Coordination and Admissions Committee or other Market governing bodies, the Board of Directors shall implement the administrative and technical procedures necessary for the proper implementation of the rules contained in this Circular. Five. Effective date This Circular shall be applicable starting 9 March 2016, from which time it shall repeal and replace Circular 1/2011 of 23 May. Madrid, 05 February THE SECRETARY

4 Ignacio Olivares Blanco The English translation is for the convenience of English-speaking readers. However, only the Spanish text has any legal value. Consequently, the translation may not be relied upon to sustain any legal claim, nor should it be used as the basis of any legal opinion Bolsas y Mercados Españoles, Sistemas de Negociacion, S.A., expressly disclaims all liability for any inaccuracy herein. 4

5 APPENDIX 1 Diagram of the complete Capital Increase Document for the Mercado Alternativo Bursátil (Growth Companies segment or Real Estate Investment Trusts REITs segment) Below is a diagram of the minimum contents of the Complete Capital Increase Document for the Mercado Alternativo Bursátil, Growth Companies segment ( MAB- GC ) or Real Estate Investment Trusts (REITs) segment, ( MAB-REITs ) 1 Cover Indication that the Capital Increase Document has been prepared upon the listing on the MAB-GC or MAB-REITs of a new shares issue from the capital increase. Where applicable, indication that the MAB GC (Growth Companies segment) is a Market designed for low capitalisation growth companies. Investors in companies traded on the MAB GC should be aware that they assume a greater risk than that assumed when investing in larger companies with a longer track record that trade on the Stock Market. Investing in companies traded on the MAB GC requires proper advice of an independent professional. Where applicable, indication that investors in companies traded on the MAB REITs should be aware that they assume a risk greater that that assumed by investment in companies that trade on the Stock Market. Investing in companies traded on the MAB REITs requires proper advice of an independent professional. Invitation to shareholders and investors to read the the Capital Increase Document in its entirety before making any investment decisions regarding newly issued shares. Indication that neither the Governing Body of the MAB nor the CNMV has approved or conducted any type of verification or check regarding the contents of the Capital Increase Document. Reference to the MAB-GC or MAB-REITs. Identity of Registered Advisor. Declaration of the Registered Advisor that it has assisted and collaborated with the issuer in the preparation of the Capital Increase Document required by the Market Circular on requirements and procedures applicable to the capital increases; that it has checked the information included and published by the issuer; and that the Capital Increase Document complies with the applicable requirements on content, accuracy and quality and does not omit relevant data or cause confusion to investors. 5

6 2 General information regarding the issuer and its business 2.1 Person or persons (individuals, that shall have the status of director) responsible for information contained in the Capital Increase Document. Declaration by it that, according to its knowledge, this Document reflects reality and that it has not omitted any relevant information. 2.2 The issuer s complete identification. 2.3 Completion of the capital increase. Destination of the funds that they will obtain as a consequence of the listing of the newly issued shares. 2.4 Available public information. Mention of the existence of the issuer s and the Market s websites where the periodic, relevant information published since its listing on the Market is available. 2.5 Updating the description of business, strategy and competitive advantages of the issuer in case of relevant strategic changes or the indication of new business lines from the Informational Document on Admission. 2.6 Main investments of the issuer in each year covered by the financial information provided (see point 2.10 below( and main future investments already committed on the date of the Capital Increase Document. 2.7 A.- When, the issuer voluntarily decides to forecast and/or estimate revenue and future costs (income or sales, costs, general expenses, financial expenses, depreciations and profit before tax) the following should also be indicated or included: That they are prepared using criteria comparable to that used for historical financial information Main assumptions and factors that could substantially affect compliance with the forecasts or estimates Declaration of the issuer s directors that the forecasts or estimates derive from the analysis conducted with reasonable diligence. B.- Alternatively and in the event that they have quantified forecasts or estimates of future costs and income in the Informational Document on Admission, information regarding the degree of compliance thereof. 2.8 Information on significant trends on production, sales and costs of the issuer, from the latest periodic information made available to the Market until the date of the Capital Increase Document. 2.9 Information relating to related transactions 2.10 Financial information Financial information corresponding to the last year together with the audit report. The annual accounts shall be prepared subject to the International Financial Reporting Standard (IFRS), national accounting 6

7 standards or US GAAP, where applicable. They shall include: a) balance sheet, b) profit and loss statement, c) changes in the net equity, d) statement of cash flows and e) accounting policies used and explanatory notes (report) Should there be adverse opinions, disclaimers of opinion, qualifications to or restrictions on the scope by the auditors, they shall report on the reasons, corrective actions to be taken and the timeframe Risk factors. An attempt will be made to reflect no more than three (3). 3 Information on capital increase 3.1 Number of newly issued shares for which the listing and nominal value of same are requested. Reference to the corporate resolutions adopted to articulate the capital increase. Information on the share capital figure after the capital increase in the case of a completely subscribed issue. 3.2 Description of the start date and the subscription period of the newly issued shares with details, where applicable, of the preferential, additional and discretionary subscription periods and indication of the provision of incomplete subscription of the capital increase. 3.3 To the extent that the issuer is aware of it, information regarding the intention to resort to the capital increase by the main shareholders or the members of the Board of Directors. 3.4 Main characteristics of the newly issued shares and the rights they include, describing their type and the dates from which they are effective. Updating should they be different from those described in the Informational Document on Admission. 3.5 In case they exist, description of any restrictions or conditions on the free transfer of the newly issued shares, compatible with trading in the relevant segment of the MAB. 4 Other information of interest Any other information that, based on the characteristics and activity of the issuer itself or for other reasons, is deemed may be of special interest for investors. 5 Registered Advisor and other experts or advisors 5.1 Information regarding the Registered Advisor. 5.2 Should the Capital Increase Document include any expert third party declaration or report, it should state, including qualifications and, where applicable, any relevant interest of the third party in the issuer. 5.3 Information regarding other advisors that have collaborated in the process of listing the newly issued assets on the MAB. 7

8 APPENDIX 2 Diagram of the Low Capital Increase Document for the Mercado Alternativo Bursátil (Segment for Growth Companies or segment for real estate investment trusts SOCIMI) Below is a diagram of the minimum contents of the Low Capital Increase Document for the MAB-GC or MAB-REITs. 1 Cover Indication that the Capital Increase Document has been prepared upon the listing on the MAB-GC or MAB-REITs of a new shares issue from the capital increase. Where applicable, indication that the MAB GC (Growth Companies segment) is a Market designed for low capitalisation growth companies. Investors in companies traded on the MAB GC should be aware that they assume a greater risk than that assumed when investing in larger companies with a longer track record that trade on the Stock Market. Investing in companies traded on the MAB GC requires proper advice of an independent professional. Where applicable, indication that investors in companies traded on the MAB REITs should be aware that they assume a risk greater that that assumed by investment in companies that trade on the Stock Market. Investing in companies traded on the MAB REITs requires proper advice of an independent professional. Invitation shareholders and investors to read the entire Capital Increase Document before any investment decision regarding newly issued shares. Indication that neither the Governing Body of the MAB nor the CNMV has approved or conducted any type of verification or check regarding the contents of the Capital Increase Document. Reference to the MAB-GC or MAB-REITs. Identity of Registered Advisor. Declaration of the Registered Advisor that it has assisted and collaborated with the issuer in the preparation of the Capital Increase Document required by the Market Circular on requirements and procedures applicable to the capital increases; that it has checked the information included and published by the issuer; and that the Capital Increase Document complies with the applicable requirements on content, accuracy and quality and does not omit relevant data or cause confusion to investors. 8

9 2 Listing by reference of the Informational Document on Admission 2.1 Mention of the existence of the Informational Document on Admission and which is available on the issuer s and Market s websites. 2.2 Person or persons (individuals, that shall have the status of director) responsible for information contained in the Capital Increase Document. Declaration by it that, according to its knowledge, this Document reflects reality and that it has not omitted any relevant information. 2.3 The issuer s complete identification. 3 Updating of the Informational Document on Admission. 3.1 Completion of the capital increase. Destination of the funds that they will obtain as a consequence of the listing of the newly issued shares. 3.2 Risk factors. Updating the risk factors included in the Informational Document on Admission. An attempt will be made to reflect no more than three (3). 3.3 Financial information. Reference to the last accounts published by the issuer, whether they are annual audited accounts or interim financial information. 3.4 A.- When, the issuer voluntarily decides to forecast and/or estimate revenue and future costs (income or sales, costs, general expenses, financial expenses, depreciations and profit before tax) the following should also be indicated or included: That they are prepared using criteria comparable to that used for historical financial information Assumptions and main factors that could substantially affect compliance with the forecasts or estimates Declaration of the issuer s directors that the forecasts or estimates derive from the analysis conducted with reasonable diligence. B.- Alternatively and in the event that they have quantified forecasts or estimates of future costs and income in the Informational Document on Admission, information regarding the degree of compliance thereof. 3.5 Information on significant trends on production, sales and costs of the issuer, from the latest periodic information made available to the Market until the date of the Capital Increase Document. 3.6 Available public information. Mention of the existence of the issuer s and the Market s websites where the periodic, relevant information published since its listing on the Market is available. 4 Information regarding the capital increase 4.1 Number of newly issued shares for which the listing and nominal value of same are requested. Reference to the corporate resolutions adopted to articulate the 9

10 capital increase. Information on the share capital figure after the capital increase in the case of a completely subscribed issue. In the case of a capital increase charged to non-monetary contributions (including capital increases for credit compensation), brief description of the contribution, including mention of the existence of valuation reports and indication of the availability of same. 4.2 Description of the start date and the subscription period of the newly issued shares with details, where applicable, of the preferential, additional and discretionary subscription periods and indication of the provision of incomplete subscription of the capital increase. 4.3 To the extent that the issuer is aware of it, information regarding the intention to resort to the capital increase by the main shareholders or the members of the Board of Directors. 4.4 Main characteristics of the newly issued shares and the rights they include, describing their type and the dates from which they are effective. Updating should they be different from those described in the Informational Document on Admission. 4.5 In case they exist, description of any restrictions or conditions on the free transfer of the newly issued shares, compatible with trading in the relevant segment of the MAB. 5 Other information of interest Any other information that, based on the characteristics and activity of the issuer itself or for other reasons, is deemed may be of special interest for investors. 6 Registered Advisor and other experts or advisors 6.1 Information regarding the Registered Advisor. 6.2 Should the Capital Increase Document include any expert third party declaration or report, it should state, including qualifications and, where applicable, any relevant interest of the third party in the issuer. 6.3 Information regarding other advisors that have collaborated in the process of listing the newly issued assets on the MAB. 10