HTML PUBLIC "-//W3C//DTD HTML 4.01 Transitional//EN"EN
8.8.2013 Official
Journal
of
the
European
Union L
213/1
II
(Non-legislative acts)
REGULATIONS
COMMISSION DELEGATED REGULATION (EU) No 759/2013
of 30 April 2013
amending Regulation (EC) No 809/2004 as regards the disclosure requirements for convertible and
exchangeable debt securities
(Text with EEA relevance)
THE EUROPEAN COMMISSION,
should be applicable to those underlying shares and
should be added to the combinations used for drawing
up the prospectus.
Having regard to the Treaty on the Functioning of the European
Union,
(4) Where
securities
with
warrants
or
derivative
securities
give the right to acquire the issuer’s or group’s shares
Having regard to Directive 2003/71/EC of the European
and those shares are not admitted to trading on a
Parliament and of the Council of 4 November 2003 on the
regulated market, the relevant information set out in
prospectus to be published when securities are offered to the
the securities note schedule for derivative securities
public or admitted to trading and amending Directive
should be provided to investors.
2001/34/EC ( 1 ), and in particular Article 7(1) thereof,
(5) Where
debt
securities
are
exchangeable
or
convertible
Whereas:
into shares already admitted to trading on a regulated

market, information on the underlying shares is already
available to shareholders and investors in general.
Therefore, it should be clarified that it is sufficient to
(1) Commission
Regulation
(EC)
No
809/2004
of
29
April
add a statement setting out the type of the underlying
2004 implementing Directive 2003/71/EC of the
and details of where information on the underlying can
European Parliament and of the Council as regards
be obtained in the combinations used for drawing up the
information contained in prospectuses as well as the
securities note of the prospectus.
format, incorporation by reference and publication of
such prospectuses and dissemination of advertisements ( 2 )
sets out the minimum information to be included in a
(6) Where
debt
securities
are
convertible
or
exchangeable
prospectus for different kinds of securities in order to
into shares which are or will be issued by the issuer of
comply with Article 7(1) of Directive 2003/71/EC.
the security or by an entity belonging to its group and
these underlying shares are not already admitted to
trading on a regulated market, investors should also be
(2) The
share
registration
document
schedule
should
be
provided with a working capital statement and a
applicable to shares and other transferable securities
statement of capitalisation and indebtedness of the
equivalent to shares but also to other securities giving
issuer of the underlying shares. Those statements would
access to the capital of the issuer by way of conversion
provide investors in the securities note with the same
or exchange where the underlying shares are not already
information on the ability of the issuer of the underlying
admitted to trading on a regulated market.
shares to continue as a going concern and on its
indebtedness compared to its capitalisation as would be
available when investing in shares directly.
(3)
Where the issuer of the underlying shares belongs to the
same group as the issuer of the convertible or
exchangeable debt securities but the underlying shares
(7) Where
the
underlying
shares
are
issued
by
a
third
party
are not admitted to trading on a regulated market,
and are not admitted to trading on a regulated market
information on the issuer is not easily available to
the investors do not have easy access to a description of
investors. Therefore, the share registration schedule
those underlying shares. Therefore, the additional
building block describing the underlying share should
( 1 ) OJ L 345, 31.12.2003, p. 64.
be added to the combinations used for drawing up the
( 2 ) OJ L 149, 30.4.2004, p. 1.
securities note of the prospectus.

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L 213/2
EN
Official Journal of the European Union
8.8.2013
(8) For
reasons
of
legal
certainty
it
is
necessary
to
clarify,
in HAS ADOPTED THIS REGULATION:
the table set out in Annex XVIII to Regulation (EC) No
809/2004, how schedules and building blocks should be
combined when drawing up a prospectus, including
Article 1
where only certain information items of schedules and
building blocks are required, where certain information
Amendments to Regulation (EC) No 809/2004
items may not be applicable due to specific combinations
Regulation (EC) No 809/2004 is amended as follows:
of schedules and building blocks in particular cases, and
where the issuer, offeror or person asking for admission
to trading on a regulated market may choose between
(1) in Article 6, the following paragraph 3 is added:
different schedules and building blocks according to
specific thresholds, such as the minimum denomination
of debt securities, or conditions set out in Regulation
(EC) No 809/2004.
‘3. Where
shares
with
warrants
give
the
right
to
acquire

the issuer’s shares and these shares are not admitted to
trading on a regulated market, the information required
by the schedule set out in Annex XII except item 4.2.2
(9) The
term
‘bonds’
should
be
replaced
by
the
term
‘debt
shall also be given.’;
securities’ in order to ensure consistency of terminology
within Regulation (EC) No 809/2004.
(2) in Article 8, the following paragraphs 3, 4 and 5 are added:
(10) The
application
of
the
pro
forma
financial
information
building block set out in Annex II to Regulation (EC) No
‘3. Where
debt
securities
are
exchangeable
or
convertible
809/2004 is conditional upon a significant gross change
into shares already admitted to trading on a regulated
in the size of the issuer, therefore the words ‘(if appli
market, the information required by item 4.2.2 of the
cable)’ should be added to the heading of the column
schedule set out in Annex XII shall also be given.
entitled ‘BUILDING BLOCK’ applicable to the registration
document in Annex XVIII to that Regulation to reflect
the conditional applicability of Annex II to that Regu
4. Where
debt
securities
are
convertible
or
exchangeable
lation.
into shares which are or will be issued by the issuer of the
debt security or by an entity belonging to its group and
these underlying shares are not already admitted to trading
(11) Convertible
or
exchangeable
debt
securities
can
provide
on a regulated market, information on the issuer of the
access to issuer’s new shares when the right to subscribe
underlying shares shall also be given in accordance with
is exercised by their holders. Accordingly, rights issues of
items 3.1 and 3.2 of the schedule set out in Annex III or,
convertible or exchangeable debt securities into issuer’s
as the case may be, of the proportionate schedule set out in
new shares should also be able to benefit from the
Annex XXIV.
proportionate disclosure regime set out in Article 26a
of Regulation (EC) No 809/2004 provided that the
underlying shares are new shares issued by the same
5. Where
debt
securities
with
warrants
give
the
right
to
entity issuing debt securities. The prospectus for the
acquire the issuer’s shares and these shares are not admitted
offer or admission to trading on a regulated market of
to trading on a regulated market, the information required
debt securities convertible or exchangeable into issuer’s
by the schedule set out in Annex XII except item 4.2.2 shall
shares issued by small and medium sized enterprises and
also be given.’;
companies with reduced market capitalisation should also
benefit from the proportionate disclosure regime set out
in Article 26b of Regulation (EC) No 809/2004. Accord
(3) in Article 15, paragraph 2 is replaced by the following:
ingly, the combination of schedules and building blocks
applicable to rights issues of debt securities convertible or
exchangeable into issuer’s shares or to convertible or
‘2. The
schedule
shall
apply
to
securities
which
are
not
in
exchangeable debt securities issued by small and
the scope of application of the other securities note
medium sized enterprises and companies with reduced
schedules referred to in Articles 6, 8 and 16, except for
market capitalisation should be included in Annex XVIII.
the cases mentioned in Article 6(3), Article 8(3) and (5)
and Article 16(3) and (5). The schedule shall apply to
certain securities where the payment and/or delivery
(12) In
consideration
of
the
need
to
provide
issuers
with
a
obligations are linked to an underlying.’;
transitional period to adapt to the new requirements
introduced by this Regulation, this Regulation should
only apply to prospectuses and base prospectuses
(4) in Article 16 the following paragraphs 3, 4 and 5 are added:
which have been approved by a competent authority
on the date of or after its entry into force.
‘3. Where
debt
securities
are
exchangeable
or
convertible
into shares already admitted to trading on a regulated
(13) Regulation (EC) No 809/2004 should therefore be
market, the information required by item 4.2.2 of the
amended accordingly,
schedule set out in Annex XII shall also be given.

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EN
8.8.2013 Official
Journal
of
the
European
Union L
213/3
4. Where
debt
securities
are
convertible
or
exchangeable (6) the title of Annex XIV is replaced by the following:
into shares which are or will be issued by the issuer of the
debt security or by an entity belonging to its group and
‘Additional information building block on the underlying
these underlying shares are not already admitted to trading
share’;
on a regulated market, information on the issuer of the
underlying shares shall also be given in accordance with
(7) Annex XVIII is replaced by the text in the Annex to this
items 3.1 and 3.2 of the schedule set out in Annex III or,
Regulation.
as the case may be, of the proportionate schedule set out in
Annex XXIV.
Article 2
Transitional provision
5. Where
debt
securities
with
warrants
give
the
right
to
1. This
Regulation
shall
not
apply
to
the
approval
of
a
acquire the issuer’s shares and these shares are not admitted
supplement to a prospectus or base prospectus where the
prospectus or base prospectus was approved before the date
to trading on a regulated market, the information required
referred to in Article 3.
by the schedule set out in Annex XII except item 4.2.2 shall
also be given.’;
2. Where
in
accordance
with
Article
18
of
Directive
2003/71/EC the competent authority of the home Member
State notifies the competent authority of the host Member
(5) in Article 17(2), point 2 is replaced by the following:
State with a certificate of approval in relation to a prospectus
or a base prospectus approved before the date referred to in
Article 3, the competent authority of the home Member State
‘2. provided that these shares or other transferable
shall clearly and explicitly indicate in the certificate that the
securities equivalent to shares are or will be issued by
prospectus or base prospectus was approved before the date
the issuer of the security, by an entity belonging to the
referred to in Article 3.
group of that issuer or by a third party and are not yet
traded on a regulated market or an equivalent market
Article 3
outside the Union at the time of the approval of the
Entry into force
prospectus covering the securities, and that the
underlying shares or other transferable securities
This Regulation shall enter into force on the twentieth day
equivalent to shares can be delivered with physical
following that of its publication in the Official Journal of the
settlement.’;
European Union.
This Regulation shall be binding in its entirety and directly applicable in all Member States.
Done at Brussels, 30 April 2013.
For the Commission
The President
José Manuel BARROSO

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L 213/4
ANNEX
‘ANNEX XVIII
PART I
Table of combinations
EN


REGISTRATION DOCUMENT
ANNEX XVIII
Part I
SCHEDULES
BUILDING
BLOCK
SCHEDULES
No
Collective
Debt and
Debt and
States and
Public International
Asset
Banks Debt Pro forma Investment
their
Bodies/debt Securities
TYPES OF SECURITIES Share
Derivative
Derivative
Information Undertaking
(< EUR
(> or = EUR
Backed
and
(if
of the
Regional
guaranteed by a
100 000)
100 000)
Securities
Derivative
applicable)
closed-end
and local
Member State of the
Off
Type
Authorities
OECD
icial
1 Shares
(preference
shares,
redeemable
shares,
shares
with
preferential
Jour
subscription rights, etc.)
nal
of
2
Debt securities (vanilla debt securities, income Debt securities, structured Debt
OR OR
the
securities, etc.) with a denomination of less than EUR 100 000
European
3
Debt securities (vanilla Debt securities, income Debt Securities, structured Debt
OR OR
securities, etc.) with a denomination of at least EUR 100 000
Union
4 Debt
securities
guaranteed
by
a
third
party OR OR OR
5 Derivative
securities
guaranteed
by
a
third
party OR OR OR
6 Asset
backed
securities
7
Debt securities exchangeable or convertible into third party shares or issuer’s or
OR OR OR
group shares which are admitted on a regulated market
8 Debt
securities
exchangeable
or
Issuer of debt Securities exchangeable
OR OR OR
convertible into third party shares or convertible
not admitted on a regulated market
8.8.2013
Issuer of (underlying) Shares

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8.8.2013 Off
REGISTRATION DOCUMENT
ANNEX XVIII
Part I
SCHEDULES
BUILDING
BLOCK
SCHEDULES
No
Collective
Debt and
Debt and
States and
Public International
Asset
Banks Debt Pro forma Investment
their
Bodies/debt Securities
TYPES OF SECURITIES Share
Derivative
Derivative
Information Undertaking
(< EUR
(> or = EUR
Backed
and
(if
of the
Regional
guaranteed by a
EN
100 000)
100 000)
Securities
Derivative
applicable)
closed-end
and local
Member State of the

Type
Authorities
OECD
9 Debt
securities
exchangeable
or
convertible
into
the
issuer’s
shares
not
admitted
on a regulated market
10 Debt securities exchangeable or
Issuer of debt securities exchangeable
OR OR OR
convertible into group’s shares not or convertible
admitted on a regulated market
icial
Jour
Issuer of (underlying) shares
nal
of
the
11 Debt
securities
with
warrants
to
acquire
the
issuer’s
shares
not
admitted
to
trading on a regulated market
European
Union
12 Shares
with
warrants
to
acquire
the
issuer’s
shares
not
admitted
to
trading
on
a
regulated market
13
Derivatives securities giving the right to subscribe or to acquire the issuer’s
shares not admitted on a regulated market
14 Derivatives
securities
giving
the
right
to
acquire
group’s
shares
not
admitted
on
OR OR OR
a regulated market
15 Derivatives
securities
giving
the
right
to
subscribe
or
to
acquire
issuer’s
or
OR OR OR
group shares which are admitted on a regulated market and derivatives
securities linked to any other underlying than issuer’s or group shares which
L
are not admitted on a regulated market (including any derivatives securities
213/5
entitling to cash settlement)

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L 213/6
SECURITIES NOTE
ANNEX XVIII
Part I
SCHEDULES ADDITIONAL
BUILDING
BLOCKS
No
Debt
Debt
TYPES OF SECURITIES Share
(< EUR
(> or = EUR
Derivatives
100 000)
100 000)
securities
Guarantees
Asset backed
securities
Underlying share
1 Shares
(preference
shares,
redeemable
shares,
shares
with
preferential
EN
subscription rights, etc.)

2
Debt Securities (vanilla Debt Securities, income Debt Securities, structured Debt
Securities, etc.) with a denomination of less than EUR 100 000
3
Debt Securities (vanilla Debt Securities, income Debt Securities, structured Debt
Securities, etc.) with a denomination of at least EUR 100 000
4 Debt
Securities
guaranteed
by
a
third
party OR OR
Off
5 Derivative
securities
guaranteed
by
a
third
party
icial
6 Asset
backed
securities
OR OR
Jour
nal
7
Debt Securities exchangeable or convertible into third party shares or issuer’s or
OR OR AND
group shares which are admitted on a regulated market
only item
of
4.2.2
the
European
8 Debt
Securities
exchangeable
or
Debt Securities exchangeable or
OR OR
convertible into third party shares convertible
not admitted on a regulated market
(Underlying) Shares
AND
Union
except item 2
9 Debt
Securities
exchangeable
or
convertible
into
the
issuer’s
shares
not
admitted AND
OR OR
on a regulated market
only items
3.1 and 3.2
10 Debt Securities exchangeable or
Debt Securities exchangeable or
OR OR
convertible into group’s shares not convertible
admitted on a regulated market
(Underlying) Shares AND
only items
3.1 and 3.2
11 Debt
securities
with
warrants
to
acquire
the
issuer’s
shares
not
admitted
to
OR OR AND
trading on a regulated market
except item
4.2.2
8.8.2013
12 Shares
with
warrants
to
acquire
the
issuer’s
shares
not
admitted
to
trading
on
a
AND
regulated market
except item
4.2.2

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8.8.2013 Off
SECURITIES NOTE
ANNEX XVIII
Part I
SCHEDULES ADDITIONAL
BUILDING
BLOCKS
No
Debt
Debt
TYPES OF SECURITIES Share
(< EUR
(> or = EUR
Derivatives
100 000)
100 000)
securities
Guarantees
Asset backed
securities
Underlying share
EN
13
Derivatives securities giving the right to subscribe or to acquire the issuer’s
AND

shares not admitted on a regulated market
except item
4.2.2
14 Derivatives
securities
giving
the
right
to
acquire
group’s
shares
not
admitted
on
AND
a regulated market
except item
4.2.2
15 Derivatives
securities
giving
the
right
to
subscribe
or
to
acquire
issuer’s
or
group shares which are admitted on a regulated market and derivatives
securities linked to any other underlying than issuer’s or group shares which
icial
are not admitted on a regulated market (including any derivatives securities
Jour
entitling to cash settlement)
nal
of
PART II
the
Table of combinations regarding rights issues of debt securities convertible or exchangeable into issuer’s shares and debt securities convertible or exchangeable into
European
issuer’s shares where such rights issues and debt securities are issued by small and medium sized enterprises (“SMEs”) or companies with reduced market
capitalisation (“Small Caps”) (proportionate disclosure regime)
However, issuers may choose to draw up the prospectus in accordance with the full disclosure regime.
Union
REGISTRATION DOCUMENT
ANNEX XVIII
Part II: PDR
SCHEDULES
BUILDING
BLOCK
SCHEDULES
No
Collective
Debt and
Debt and
States and
Public international
Asset
Banks debt Pro forma investment
their
Bodies/debt securities
TYPES OF SECURITIES Share
Derivative
derivative
information undertaking
(< EUR
(> or = EUR
backed
and
(if
of the
regional and
guaranteed by a
100 000)
100 000)
securities
derivative
applicable)
closed-end
local
Member State of the
type
authorities
OECD
1 Rights
issues
of
Debt
Securities
convertible
or
exchangeable
into
issuer’s
shares,
when the issuer has shares of the same class already admitted on a regulated
market or MTF if conditions in Article 26a(2) are fulfilled
2 SMEs
and
Small
Caps
Debt
securities
exchangeable
or
convertible
into
third
OR OR OR
L
party shares or issuer’s or group shares which are admitted on a regulated
213/7
market

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L 213/8
REGISTRATION DOCUMENT
ANNEX XVIII
Part II: PDR
SCHEDULES
BUILDING
BLOCK
SCHEDULES
No
Collective
Debt and
Debt and
States and
Public international
Asset
Banks debt Pro forma investment
their
Bodies/debt securities
TYPES OF SECURITIES Share
Derivative
derivative
information undertaking
(< EUR
(> or = EUR
backed
and
(if
of the
regional and
guaranteed by a
EN
100 000)
100 000)
securities
derivative
applicable)
closed-end
local
Member State of the

type
authorities
OECD
3 SMEs
and
Small
Caps
Debt
Securities
Debt Securities exchangeable or
OR OR OR
exchangeable or convertible into third convertible
party shares not admitted on a
regulated market
(Underlying) Shares
Off
icial
4
SMEs and Small Caps Debt Securities exchangeable or convertible into the
Jour
issuer’s shares not admitted on a regulated market
nal
of
5 SMEs
and
Small
Caps
Debt
Securities
Debt Securities exchangeable or
OR OR OR
the
exchangeable or convertible into convertible
European
group’s shares not admitted on a
regulated market
(Underlying) Shares
Union
SECURITIES NOTE
ANNEX XVIII
Part II: PDR
SCHEDULES ADDITIONAL
BUILDING
BLOCKS
No
Debt
Debt
TYPES OF SECURITIES Share
(< EUR
(> or = EUR
Derivatives
100 000)
100 000)
Securities
Guarantees
Asset backed
securities
Underlying share
1 Rights
issues
of
debt
securities
exchangeable
or
convertible
into
issuer’s
shares, AND
OR OR AND
when the issuer has shares of the same class already admitted on a regulated
only items
except item 2
market or MTF if conditions in Article 26a(2) are fulfilled
3.1 and 3.2
2 SMEs
and
Small
Caps
Debt
Securities
exchangeable
or
convertible
into
third
OR OR AND
8.8.2013
party shares or issuer’s or group shares which are admitted on a regulated
only item
market
4.2.2

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8.8.2013 Off
SECURITIES NOTE
ANNEX XVIII
Part II: PDR
SCHEDULES ADDITIONAL
BUILDING
BLOCKS
No
Debt
Debt
TYPES OF SECURITIES Share
(< EUR
(> or = EUR
Derivatives
100 000)
100 000)
Securities
Guarantees
Asset backed
securities
Underlying share
3 SMEs
and
Small
Caps
Debt
securities
Debt Securities exchangeable or
OR OR
EN
exchangeable or convertible into third convertible

party shares not admitted on a
regulated market
Underlying Shares
AND
except item 2
4 SMEs
and
Small
Caps
Debt
securities
exchangeable
or
convertible
into
the AND
OR OR
issuer’s shares not admitted on a regulated market
only items
3.1 and 3.2
5 SMEs
and
Small
Caps
Debt
securities
Debt securities OR OR
exchangeable or convertible into
icial
group’s shares not admitted on a (Underlying) Shares AND
regulated market
only items
Jour
3.1 and 3.2’
nal
of
the
European
Union
L
213/9

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