Guidelines Debt Securities

Listing and Admission to Trading

Guidelines for

Debt Securities

September 2010

Scope These Guidelines relate to the listing and admission to trading on the Main Securities Market of the Irish Stock Exchange (‘ISE’) of debt securities (referred to in these Guidelines as ‘the securities’) where the issuer has an obligation arising on issue to pay the investor 100% of the nominal value on the scheduled maturity date in addition to which there may also be an interest payment.

Public sector issuers seeking admission of debt securities to listing and trading on the Main Securities Market of the ISE must comply with the requirements set out in Chapter 9 of these Guidelines.

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, 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, Transparency Regulations and Transparency Rules shall apply/prevail.

Periodic guidance in relation to the Prospectus Directive is issued by the Irish Financial Services Regulatory Authority and the Committee of European Securities Regulators. Such guidance is not reproduced in these Guidelines, but is available at www.financialregulator.ie and www.cesr-eu.org.

Reference in the right hand margin of these Guidelines indicate where a requirement is derived from, with the exception of references to the PD and TD where the corresponding text is derived from the Regulation and Transparency Regulations, respectively, rather than the PD and TD.

An issuer must consider its obligations, if any, under Parts 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) asset backed securities; or

(2) derivative securities: or

(3) covered debt securities.

DELEGATION UNDER THE PROSPECTUS DIRECTIVE AND TRANSPARENCY DIRECTIVE In accordance with Regulation 78(1) of the Regulation, the Irish Financial Services Regulatory Authority is the Competent Authority for the purposes of Article 21(1) of the Prospectus Directive. In accordance with the provisions of Regulation 79(1), the Irish Financial Services Regulatory Authority has chosen to exercise certain of its tasks as Competent Authority under the Regulation by delegating such tasks (e.g. the scrutiny of prospectuses) to the ISE.

Irish Stock Exchange Guidelines for January 2010

Debt Securities of 82

http://www.financialregulator.ie/

http://www.cesr-eu.org/

In accordance with Regulation 36(1) of the Transparency Regulations, the Irish Financial Services Regulatory Authority 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 Authority is competent authority). In accordance with the provisions of Regulation 37(1) of the Transparency Regulation, the Irish Financial Services Regulatory Authority 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.

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 2007.

© The Irish Stock Exchange Limited. 2010 All rights reserved



Contents Scope 2

Contents 4

Definitions 5

1 Conditions for Listing and Trading 8

2 Structure of Prospectuses 10

3 Content of Prospectuses 14

4 Prospectus Review and Competent Authority Approval 26

5 Listing Procedures 33

6 Offering Programmes 36

7 Continuing Obligations 40

8 Euro Commercial Paper 54

9 Public Sector Issuers 56

Appendix 1 Retail Debt Securities 58

Appendix 2 Disclosure for Banks 64

Appendix 3 Public International Bodies 70

Appendix 4 Member States and Third Countries 73

Appendix 5 Disclosure Requirements for Guarantees 76

Appendix 6 Debt Securities Admission Application 77

Appendix 7 Listing Agent Declaration 79

Appendix 8 Fees 80

Appendix 9 Extract from Transparency Rules 81



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:

(1) relating to an admission to trading on a Regulated Market; and PR Article 2(9)

(2) aiming to specifically promote the potential subscription or acquisition of securities.

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 exchange listing and on information to be published on those securities.

CESR Recommendations means the Committee of European Securities Regulators’ recommendations for the consistent implementation of the Prospectus Regulation.

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 Irish Financial Services Regulatory Authority (‘Financial Regulator’ or ‘Irish Competent Authority’), except in relation to Article 24.4(h) of the Transparency Directive for which it shall mean the Irish Auditing and Accounting Supervisory Authority (‘IAASA’).

Convertible security means a security which is:

(1) convertible into, or exchangeable for, other securities; or

(2) accompanied by a warrant or option to subscribe for or purchase other securities.

Covered debt securities means debt securities issued by Credit Institutions pursuant to applicable Covered Debt Securities Legislation and which qualify under Article 22 (4) of the UCITS Directive 85/611/EEC.

PR Article 14(2) 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.



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.

IAS Regulation means Regulation (EC) No 1606/2002 of the European Parliament and of the Council of 19 July 2002.

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.

Listing means admission to the Official List of the ISE.

Listing Rules 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). PD Article 2(1)(d)

Member State means a Member State of the European Union or 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 offering 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:

(1) being also applicable to the placing of securities through financial intermediaries; and

(2) being applicable to trading on a regulated market or any other market operating by an approved stock exchange.

PD Ar.

ticle 2(1)(i)

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.



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 Regulation (‘PR’) means Commission Regulation (EC) No 809/2004 of 29 April 2004.

Prospectus Rules means the prospectus rules of the Irish Financial Services Regulatory Authority, issued under Section 51 of the Investment Funds, Companies and Miscellaneous Provisions Act 2005.

Public international body means a legal entity of public nature established by an international treaty between sovereign states and of which one or more Member States are members.

PD Article 2(8)

Public sector issuer means public international bodies, OECD state guaranteed issuers, Member States, third countries and their regional and local authorities.

Registration document means the part of a prospectus, as described in Chapter 2, that contains details of the issuer (see Section 3A).

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 Financial Regulator.

TD Article 2(1)(k)

PD Article 2(1)(j)

Regulated market means a market as defined in Article 4(1), point 14, of Directive 2004/39/EC.

Regulation means the Prospectus (Directive 2003/71/EC) Regulations 2005 (S.I. No. 324 of 2005).

RIS means a Regulatory Information Service.

PR Article 2(3) 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.

Securities note means the part of a prospectus, as described in Chapter 2 that contains details of the debt securities (see Section 3B).

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 (S.I. No 277 of 2007).

Transparency Rules means the transparency rules of the Irish Financial Services Regulatory Authority issued under Section 22 of the Investment Funds, Companies and Miscellaneous Provisions Act 2006.



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.

CARD Article 12

CARD Article 52 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.

CARD Article 53

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 exchange on which it has securities admitted to trading and/or any securities regulator which regulates it.

ATR 1.3

1.5 To be listed, securities must be admitted to trading on a market for listed securities acceptable to the ISE.

CARD Article 54 ATR 1.4

1.6 The securities to be listed must be freely transferable. In circumstances approved by the ISE, an issuer can take power to disapprove the transfer of the securities provided that the exercise of such power would not disturb the market in those securities.

CARD Article 56 ATR 1.1

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.

CARD Article 57

CARD Article 58 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.

1.10 The directors of the issuer must have, collectively, appropriate expertise and experience for the management of its business.



1.11 The auditors to the issuer must be independent of the issuer and comply with applicable guidelines on independence issued by their national bodies.

1.12 Save as provided for in 1.13, an issuer must have published or filed audited accounts that:

(1) cover at least two years and the latest accounts must be in respect of a period ending not more than 18 months before the date of the listing particulars; and

(2) have been independently audited.

1.13 Accounts relating to a shorter period than two years may be accepted if the ISE is satisfied that:

(1) such acceptance is desirable in the interests of the applicant or of investors and investors have the necessary information available to arrive at an informed judgment concerning the applicant and the securities for which listing is sought;

(2) where the application is in respect of guaranteed securities, the guarantor has published or filed accounts which cover at least two years; or

(3) the obligations created in respect of such securities are fully secured.

1.14 The issuer must be carrying on as its main activity, either by itself or through one or more of its subsidiary undertakings, an independent business which is supported by its historic revenue earning record, and must have done so for at least the period covered by the accounts required by 1.12(1) (subject to 1.13).

An applicant whose business does not meet these requirements may be admitted to listing if the ISE is satisfied that such admission is desirable in the interests of the applicant and investors and that investors have the necessary information available to arrive at an informed judgment concerning the applicant and the securities for which listing is sought.

CARD Article 59 1.15 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.

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.



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. Each column in the diagram below shows examples of how this would work:

Single document

Separate registration document and securities note

Base prospectus

Registration document

+

Securities note


+ securities note

(excluding final terms)

+ summary (if any)

+


+ securities note

+ summary (if any)

Summary (if any) Final terms

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;

(2) where the securities have denominations of less than €50,000, a summary;

PR Article 25(1)

(3) risk factors; and

(4) the other information items included in Chapter 3 according to which the prospectus is drawn up, in any order chosen by the issuer.

PROSPECTUS COMPRISING SEPARATE REGISTRATION DOCUMENT AND SECURITIES NOTE

PD Article 5(3) 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 and a securities note containing information on the securities to be admitted to trading on a Regulated Market. Where the securities have denominations of less than €50,000, a summary is required.



PR Article 25(2)(3)

2.4 The securities note and the registration document shall each contain the following parts in the following order:



(3) the other information items included in Chapter 3 according to which the prospectus is drawn up, in any order chosen by the issuer.

2.5 An issuer may apply to the Irish competent Authority for approval of a registration document. An issuer which already has a registration document approved by a Competent Authority shall only be required to draw up a securities note (and a summary, if required) when securities are to be admitted to trading on a Regulated Market.

PD Article 12(1)

2.6 The circumstances referred to in paragraph 2.5, the securities note shall provide information that would normally be provided in the registration document if 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.

PD Article 12(2)

2.7 Where a registration document has been filed but not approved, the entire documentation, including updated information, shall be subject to approval.

PD Article 12(3)

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.

PD Article 5(4)

2.9 Where an issuer chooses to draw up a base prospectus, the base prospectus shall contain the following parts in the following order:

PD Article 26(1)


(2) where the securities have denominations of less than €50,000, a summary;


PD Article 26(2) (4) the other information items included in Chapter 3 according to which the prospectus is drawn up, in any order at the choice of the issuer. The information on the different securities contained in the base prospectus shall be clearly segregated.



INCORPORATION BY REFERENCE 2.10 Subject to paragraph 2.19, information may be incorporated in a

prospectus or base prospectus by reference to one or more previously or simultaneously published documents that have been:

PD Article 11(1)

(1) approved by the Irish Competent Authority or filed with it in accordance with the Prospectus Directive, in particular pursuant to Article 10 thereof; or

(2) filed with the ISE in accordance with Titles IV and V of Directive 2001/34/EC.

2.11 Information incorporated by reference must be the latest available to the issuer.

PD Article 11(1)

2.12 Information may be incorporated by reference in a prospectus or base prospectus, notably if it is contained in one of the following documents:

PR Article 28(1)

(1) annual and interim financial information;

(2) documents prepared on the occasion of a specific transaction such as a merger or demerger;

(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.

2.13 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.

PD Article 11(2)

2.14 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.

PR Article 28(2)

2.15 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.

PR Article 28(3)

2.16 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.

PR Article 28(4)

PR Article 28(5) 2.17 When incorporating information by reference, issuers shall endeavour not to endanger investor protection in terms of comprehensibility and accessibility of the information.



THE SUMMARY 2.18 A summary is required where the securities have a denomination of

less than €50,000. The summary shall, in a brief manner (generally less than 2,500 words) and in non-technical language, convey the essential characteristics and risks associated with the issuer, any guarantor and the securities, in English. The summary shall also contain a warning that:

PD Article 5(2)

(1) it should be read as an introduction to the prospectus; and

(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 in respect of the summary will attach to the persons responsible for it in any Member State in which the Prospectus Directive has been implemented unless the summary, including any translation thereof, is misleading, inaccurate or inconsistent when read together with the other parts of the prospectus.

2.19 The summary shall not incorporate information by reference. PD Article 11(1)

PR Article 25(5), 26(7)

2.20 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.

If the new information in integrated in the original summary, the issuer shall ensure that investors can easily identify the changes, in particular by way of footnotes.



3 Content of Prospectuses 3.1 Without prejudice to paragraph 4.3, 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)

(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.

PD Article 8(3) 3.2 Without prejudice to the requirement to give adequate information of 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 the required information.

The tables below summarise the situations in which various information requirements apply:

Securities with a denomination per unit of at least €50,000

Registration document Securities note Information on:

Applicable Information Requirements

Issuer/Issue Section 3A Section 3B

Guarantor/Guarantee Appendix 5 Appendix 5

Securities with a denomination per unit of less than €50,000



Issuer/Issue Section 3A Appendix 1 – Part I

Section 3B Appendix I – Part 2




Securities to be issued by Credit Institutions

(Credit Institutions may also wish to consider the option provided for by Article 14 of the Prospectus Regulation)



Issuer/Issue Appendix 2 Section 3B (Appendix 1 – Part 2)


Securities to be issued by Public International Bodies or debt securities

guaranteed by a member state of the OECD





Securities to be issued by Member States, third countries

and their regional and local authorities





In complying with the Prospectus Regulation information requirements, issuers must comply with the CESR Recommendations which are available on the website www.cesr-eu.org.

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.

Issuers of convertible securities must apply the relevant disclosure schedules set out in Annex XVIII of the Prospectus Regulation.



http://www.cesr-eu.org/

APPLICATION STATEMENT An issuer must ensure that the application statement in a prospectus submitted to the ISE for approval by the Irish Competent Authority 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):

Prospectus Rules 4.4, 4.5

“The [prospectus – amend as appropriate to the type of document] has been approved by the Irish Financial Services Regulatory Authority, as competent authority under the Prospectus Directive 2003/71/EC. The Irish Financial Services Regulatory Authority only approves this [prospectus – amend as appropriate to type of document] as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus 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.”

SCOPE OF PROSPECTUS APPROVAL Prospectus Rule 4.6

An issuer must ensure that a prospectus submitted to the ISE for approval by the Irish Competent Authority 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 the regulated market of the Irish Stock Exchange or other regulated markets for the purposes of Directive 2004/39/EC or which are to be offered to the public in any Member State of the European Economic Area."



3A THE ISSUER Annex IX Reference

This Section 3A is extracted from Annex IX of the Prospectus Regulation.

3A.1 PERSONS RESPONSIBLE Item 1.1 Annex IX

3A.1.1 All persons responsible for the information given in the registration document and, as the case may be, for certain parts of it, with, in the latter case, an indication of such parts. In the case of natural persons including members of the issuer's administrative, management or supervisory bodies indicate the name and function of the person; in case of legal persons indicate the name and registered office.

Item 1.2 Annex IX

3A.1.2 A declaration by those responsible for the registration document that, having taken all reasonable care to ensure that such is the case, the information contained in the registration document is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import. As the case may be, declaration by those responsible for certain parts of the registration document that, having taken all reasonable care to ensure that such is the case, the information contained in the part of the registration document for which they are responsible is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import.

3A.2 STATUTORY AUDITORS Item 2.1 Annex IX

3A.2.1 Names and addresses of the issuer’s auditors for the period covered by the historical financial information (together with their membership of any professional body).

Item 2.2 Annex IX

3A.2.2 If auditors have resigned, been removed or not been re-appointed during the period covered by the historical financial information, details if material.

3A.3 RISK FACTORS Item 3.1 Annex IX

3A.3.1 Prominent disclosure of risk factors that may affect the issuer’s ability to fulfil its obligations under the securities to investors in a section headed "Risk Factors".

3A.4 INFORMATION ABOUT THE ISSUER 3A.4.1 History and development of the issuer:

Item 4.1 Annex IX

(a) The legal and commercial name of the issuer.

(b) The place of registration of the issuer and its registration number.

(c) The date of incorporation and the length of life of the issuer, except where indefinite.

(d) The domicile and legal form of the issuer, the legislation under which the issuer operates, its country of incorporation, and the address and telephone number of its registered office (or principal place of business if different from its registered office).



(e) Any recent events particular to the issuer which are to a material extent relevant to the evaluation of the issuer’s solvency.

3A.5 BUSINESS OVERVIEW 3A.5.1 Principal activities

Item 5.1 Annex IX

(a) A brief description of the issuer’s principal activities stating the main categories of products sold and/or services performed.

(b) The basis for any statements in the registration document made by the issuer regarding its competitive position.

3A.6 ORGANISATIONAL STRUCTURE Item 6.1 Annex IX

3A.6.1 If the issuer is part of a group, a brief description of the group and of the issuer's position within it.

Item 6.2 Annex IX

3A.6.2 If the issuer is dependent upon other entities within the group, this must be clearly stated together with an explanation of this dependence.

3A.7 TREND INFORMATION Item 7.1 Annex IX

3A.7.1 Include a statement that there has been no material adverse change in the prospects of the issuer since the date of its last published audited financial statements.

In the event that the issuer is unable to make such a statement, provide details of this material adverse change.

3A.8 PROFIT FORECASTS OR ESTIMATES If an issuer chooses to include a profit forecast or a profit estimate

the registration document must contain the information items 3A.8.1 and 3A.8.2:

Item 8.1 Annex IX

3A.8.1 A statement setting out the principal assumptions upon which the issuer has based its forecast, or estimate.

There must be a clear distinction between assumptions about factors which the members of the administrative, management or supervisory bodies can influence and assumptions about factors which are exclusively outside the influence of the members of the administrative, management or supervisory bodies; the assumptions must be readily understandable by investors, be specific and precise and not relate to the general accuracy of the estimates underlying the forecast.

Item 8.2 Annex IX

3A.8.2 Any profit forecast set out in the registration document must be accompanied by a statement confirming that the said forecast has been properly prepared on the basis stated and that the basis of accounting is consistent with the accounting policies of the issuer.

Item 8.3 Annex IX

3A.8.3 The profit forecast or estimate must be prepared on a basis comparable with the historical financial information.



3A.9 ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES

Item 9.1 Annex IX

3A.9.1 Names, business addresses and functions in the issuer of the following persons, and an indication of the principal activities performed by them outside the issuer where these are significant with respect to that issuer:

(a) members of the administrative, management or supervisory bodies;

(b) partners with unlimited liability, in the case of a limited partnership with a share capital.

Item 9.2 Annex IX

3A.9.2 Administrative, Management and Supervisory bodies conflicts of interests

Potential conflicts of interests between any duties to the issuing entity of the persons referred to in item 3A.9.1 and their private interests and or other duties must be clearly stated. In the event that there are no such conflicts, make a statement to that effect.

3A.10 MAJOR SHAREHOLDERS Item 10.1 Annex IX

3A.10.1 To the extent known to the issuer, state whether the issuer is directly or indirectly owned or controlled and by whom, and describe the nature of such control, and describe the measures in place to ensure that such control is not abused.

Item 10.2 Annex IX

3A.10.2 A description of any arrangements, known to the issuer, the operation of which may at a subsequent date result in a change in control of the issuer.

3A.11 FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES

3A.11.1 Historical Financial Information Item 11.1 Annex IX

Audited historical financial information covering the latest 2 financial years (or shorter period that the issuer has been in operation) and the audit report in respect of each year. Such financial information must be prepared according to Regulation (EC) No 1606/2002 or, if not applicable, to a Member State’s national accounting standards for issuers from the Community. For third country issuers, such financial information must be prepared according to the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 or to a third country’s national accounting standards equivalent to these standards. Otherwise, the following information must be included in the registration document:

(a) a prominent statement that the financial information included in the registration document has not been prepared in accordance with the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 and that there may be material differences in the financial information had



Regulation (EC) No 1606/2002 been applied to the historical financial information; and

(b) immediately following the historical financial information a narrative description of the differences between the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 and the accounting principles adopted by the issuer in preparing its annual financial statements.

The most recent year’s historical financial information must be presented and prepared in a form consistent with that which will be adopted in the issuer’s next annual financial statements having regard to accounting standards and policies and legislation applicable to such annual financial statements.

If the audited financial information is prepared according to national accounting standards, the financial information required under this heading must include at least the following:

(a) the balance sheet;

(b) the income statement; and

(c) the accounting policies and explanatory notes.

The historical annual financial information must be independently audited or reported on as to whether or not, for the purposes of the registration document, it gives a true and fair view, in accordance with auditing standards applicable in a Member State or an equivalent standard. Otherwise, the following information must be included in the registration document:

(a) a prominent statement disclosing which auditing standards have been applied; and

(b) an explanation of any significant departures from International Standards on Auditing.

3A.11.2 Financial statements Item 11.2 Annex IX

If the issuer prepares both own and consolidated financial statements, include at least the consolidated financial statements in the registration document.

3A.11.3 Auditing of historical annual financial information Item 11.3 Annex IX

(a) A statement that the historical financial information has been audited. If audit reports on the historical financial information have been refused by the statutory auditors or if they contain qualifications or disclaimers, such refusal or such qualifications or disclaimers must be reproduced in full and the reasons given.

(b) An indication of other information in the registration document which has been audited by the auditors.

(c) Where financial data in the registration document is not extracted from the issuer's audited financial statements, state the source of the data and state that the data is unaudited.



3A.11.4 Age of latest financial information Item 11.4 Annex IX

The last year of audited financial information may not be older than 18 months from the date of the registration document.

3A.11.5 Legal and arbitration proceedings Item 11.5 Annex IX

Information on any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the issuer is aware), during a period covering at least the previous 12 months, which may have, or have had in the recent past, significant effects on the issuer and/or group's financial position or profitability, or provide an appropriate negative statement.

3A.11.6 Significant change in the issuer’s financial or trading position Item 11.6 Annex IX

A description of any significant change in the financial or trading position of the group which has occurred since the end of the last financial period for which either audited financial information or interim financial information have been published, or an appropriate negative statement.

3A.12 MATERIAL CONTRACTS Item 12 Annex IX

A brief summary of all material contracts that are not entered into in the ordinary course of the issuer's business, which could result in any group member being under an obligation or entitlement that is material to the issuer’s ability to meet its obligation to security holders in respect of the securities being issued.

3A.13 THIRD PARTY INFORMATION AND STATEMENT BY EXPERTS AND DECLARATIONS OF ANY INTEREST

Item 13.1 Annex IX

3A.13.1 Where a statement or report attributed to a person as an expert is included in the registration document, provide such person’s name, business address, qualifications and material interest if any in the issuer. If the report has been produced at the issuer’s request a statement to that effect that such statement or report is included, in the form and context in which it is included, with the consent of that person who has authorised the contents of that part of the registration document.

3A.13.2 Third Party Information Item 13.2 Annex IX

Where information has been sourced from a third party, provide a confirmation that this information has been accurately reproduced and that as far as the issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. In addition, the issuer shall identify the source(s) of the information.



3A.14 DOCUMENTS ON DISPLAY Item 14 Annex IX

A statement that for the life of the registration document the following documents (or copies thereof), where applicable, may be inspected:

(a) the memorandum and articles of association of the issuer;

(b) all reports, letters, and other documents, historical financial information, valuations and statements prepared by any expert at the issuer's request any part of which is included or referred to in the registration document; and

(c) the historical financial information of the issuer or, in the case of a group, the historical financial information of the issuer and its subsidiary undertakings for each of the two financial years preceding the publication of the registration document.

An indication of where the documents on display may be inspected, by physical or electronic means.



3B THE DEBT SECURITIES This Section 3B is extracted from Annex XIII of the Prospectus Regulation.

3B.1 PERSONS RESPONSIBLE Item 1.1 Annex XIII 3B.1.1 All persons responsible for the information given in the prospectus and,

as the case may be, for certain parts of it, with, in the latter case, an indication of such parts. In case of natural persons including members of the issuer’s administrative, management or supervisory bodies indicate the name and function of the person; in case of legal persons indicate the name and registered office.

Item 1.2 Annex XIII

3B.1.2 A declaration by those responsible for the prospectus that, having taken all reasonable care to ensure that such is the case, the information contained in the prospectus is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import. As the case may be, declaration by those responsible for certain parts of the prospectus that the information contained in the part of the prospectus for which they are responsible is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import.

3B.2 RISK FACTORS Item 2 Annex XIII Prominent disclosure of risk factors that are material to the securities

admitted to trading in order to assess the market risk associated with these securities in a section headed “Risk Factors”.

3B.3 KEY INFORMATION Interest of natural and legal persons involved in the issue Item 3 Annex XIII

A description of any interest, including conflicting ones, that is material to the issue, detailing the persons involved and the nature of the interest.

3B.4 INFORMATION CONCERNING THE SECURITIES TO BE ADMITTED TO TRADING

Item 4.1 Annex XIII

3B.4.1 Total amount of securities being admitted to trading.

Item 4.2 Annex XIII

3B.4.2 A description of the type and the class of the securities being admitted to trading, including the ISIN (International Security Identification Number) or other such security identification code.

Item 4.3 Annex XIII

3B.4.3 Legislation under which the securities have been created.

Item 4.4 Annex XIII

3B.4.4 An indication of whether the securities are in registered or bearer form and whether the securities are in certificated or book-entry form. In the latter case, name and address of the entity in charge of keeping the records.



Item 4.5 Annex XIII

3B.4.5 Currency of the securities issue.

Item 4.6 Annex XIII

3B.4.6 Ranking of the securities being admitted to trading, including summaries of any clauses that are intended to affect ranking or subordinate the security to any present or future liabilities of the issuer.

Item 4.7 Annex XIII

3B.4.7 A description of the rights, including any limitations of these, attached to the securities and procedure for the exercise of said rights.

Item 4.8 Annex XIII

3B.4.8 The nominal interest rate and provisions relating to interest payable.

• The date from which interest becomes payable and the due dates for interest.

• The time limit on the validity of claims to interest and repayment of principal.

Where the rate is not fixed, description of the underlying on which it is based and of the method used to relate the two.

• A description of any market disruption or settlement disruption events that affect the underlying.

• Adjustment rules with relation to events concerning the underlying.

• Name of the calculation agent.

Item 4.9 Annex XIII

3B.4.9 Maturity date and arrangements for the amortization of the loan, including the repayment procedures. Where advance amortization is contemplated, on the initiative of the issuer or of the holder, it must be described, stipulating amortization terms and conditions.

Item 4.10 Annex XIII

3B.4.10 An indication of yield.


3B.4.11 Representation of debt security holders including an identification of the organisation representing the investors and provisions applying to such representation. Indication of where investors may have access to the contracts relating to these forms of representation.


3B.4.12 A statement of the resolutions, authorisations and approvals by virtue of which the securities have been created and/or issued.


3B.4.13 The issue date of the securities.


3B.4.14 A description of any restrictions on the free transferability of the securities.



3B.5 ADMISSION TO TRADING AND DEALING ARRANGEMENTS Item 5.1 Annex XIII

3B.5.1 Indication of the market where the securities will be traded and for which prospectus has been published. If known, give the earliest dates on which the securities will be admitted to trading.

Item 5.2 Annex XIII

3B.5.2 Name and address of any paying agents and depository agents in each country.

3B.6 EXPENSE OF THE ADMISSION TO TRADING Item 6 Annex XIII

3B.6.1 An estimate of the total expenses related to the admission to trading.

3B.7 ADDITIONAL INFORMATION Item 7.1 Annex XIII

3B.7.1 If advisers are mentioned in the securities note, a statement of the capacity in which the advisers have acted.

Item 7.2 Annex XIII

3B.7.2 An indication of other information in the securities note which has been audited or reviewed by auditors and where auditors have produced a report. Reproduction of the report or, with permission of the Irish Competent Authority, a summary of the report.

Item 7.3 Annex XIII

3B.7.3 Where a statement or report attributed to a person as an expert is included in the securities note, provide such person’s name, business address, qualifications and material interest if any in the issuer. If the report has been produced at the issuer’s request a statement to that effect that such statement or report is included, in the form and context in which it is included, with the consent of that person who has authorised the contents of that part of the securities note.

Item 7.4 Annex XIII

3B.7.4 Where information has been sourced from a third party, provide a confirmation that this information has been accurately reproduced and that as far as the issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. In addition, identify the source(s) of the information.

Item 7.5 Annex XIII

3B.7.5 Credit ratings assigned to an issuer or its debt securities at the request or with the co-operation of the issuer in the rating process.

3B.8 GUARANTEE 3B.8.1 Where an issue is guaranteed (whether in the form of guarantee, surety,

Keep well Agreement, Mono-line Insurance policy or other equivalent commitment), the Disclosure Requirements for Guarantees set out in Appendix 5 shall apply.



4 Prospectus Review and Competent Authority Approval SUBMISSION OF DRAFT DOCUMENTS FOR REVIEW

4.1 A copy of the following documents (where applicable) must be submitted in draft form to the ISE (marked for the attention of the Debt Listing Department) at the time of initial submission of the prospectus or, where appropriate, during the prospectus review process:

(1) prospectus (and any supplement);

(2) if requested, where the order of disclosure items in the prospectus does not coincide with the order in these Guidelines, 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 4.3 below, if applicable;

(5) the letter referred to paragraph 4.6 (5) below, if applicable; and

(6) any other information that the ISE and/or the Irish Competent Authority may require.

4.2 The draft prospectus and supporting documents referred to in paragraph 4.1 must be:

(1) in substantially complete form;

(2) in an agreed electronic format; and

(3) annotated in the margin or accompanied by an information checklist provided to indicate where paragraphs required by these Guidelines have been included to indicate compliance with the requirements of these Guidelines.

A copy of amended drafts must be resubmitted, marked to show all changes made since the previous draft reviewed by the ISE, and must comply with paragraphs 4.2 (2) and (3) above.

OMISSION OF INFORMATION PD Article 8(2) 4.3 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 ISE in writing from the issuer, its listing agent or, where appropriate, other adviser;

(2) identify the specific information concerned and the specific reasons for the omission; and

(3) state why in the opinion of the person identified in (1), one or more of the following grounds applies:

(a) disclosure of such information would be contrary to the public interest; or



(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 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 or guarantor, if any.

The ISE will notify the issuer or person making a submission under (1) above of whether or not the omission of certain information from the prospectus is authorised by the Irish Competent Authority.

4.4 Where the final offer price and amount (or both) of securities to be subject to a public offer cannot be included in the prospectus:

PD Article 8(1)

(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 the final offer price and amount of securities which will be offered to the public have been filed.

The final offer price or amount (or both) of securities shall be submitted to the ISE for filing with the Irish Competent Authority and published in accordance with the arrangements provided for in paragraph 4.11.

APPROVAL OF A PROSPECTUS PD Article 13(1) 4.5 A prospectus must not be published until it has been approved by a

Competent Authority.

4.6 To obtain Irish Competent Authority approval, the following documents, or such of them as are applicable, must be submitted to the ISE in final form (marked for the attention of the Debt Listing Department) no later than 10.00am on the day on which approval of the prospectus by the Irish competent Authority is sought:

(1) the prospectus (in electronic format);

(2) if requested, where the order of disclosure items in the prospectus does not coincide with the order in these Guidelines, a cross-reference list identifying the pages where each item can be found;

(3) non-applicable letter;

(4) letter requesting the Irish Competent Authority to authorise the omission of information from a prospectus (see paragraph 4.3);



(5) 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/supplement 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 4.25 below sets out information that must be included in the request letter); and

(6) any other information that the ISE and/or Irish Competent Authority may require.

In addition, an issuer must submit to the ISE the relevant fees as set out in Appendix 8. The ISE will notify the issuer or its listing agent of the prospectus approval decision of the Irish Competent Authority. In addition, the Irish Competent Authority will in due course notify the issuer of its decision in writing.

VALIDITY OF A PROSPECTUS 4.7 An approved prospectus shall be valid for 12 months after its publication

for admission to trading on a Regulated Market, provided that the prospectus is updated by the issue of a supplement (if required) under paragraph 4.18.

PD Article 9(1)

4.8 For an offering programme, the base prospectus, previously filed and published, shall be valid for 12 months after its filing.

PD Article 9(2)

4.9 A registration document, as referred to in paragraph 2.3, previously filed, shall be valid for the purpose of paragraph 2.5 for 12 months after its filing provided that it has been updated. The registration document accompanied by the securities note, updated if applicable in accordance with paragraph 2.6, and the summary shall, together, be considered to constitute a valid prospectus.

PD Article 9(4)

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.

PD Article 14(1)

METHOD OF PUBLISHING PD Article 14(2) 4.11 A prospectus shall be deemed available to the public in accordance with

paragraph 4.10 when published in one of the following ways:

(1) by insertion in one or more newspapers circulated throughout, or widely circulated in, the 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 and, 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 Irish Competent Authority (a prospectus approved by the Irish Competent authority will be published on its website, www.financialregulator.ie)

4.12 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 established in paragraph 4.11. Each document shall indicate where the other documents constituting the full prospectus may be obtained.

PD Article 14(5)

4.13 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(6)

PUBLICATION IN ELECTRONIC FORM 4.14 The publication of the prospectus or base prospectus in electronic form,

either pursuant to point (3) to (5) of paragraph 4.11, 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 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.

PD Article 14(7) 4.15 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.



http://www.financialregulator.ie/

PUBLICATION IN NEWSPAPERS 4.16 In order to comply with point (1) paragraph 4.11 the publication of a

prospectus or a base prospectus shall be made in a general or financial information newspaper having national or supra-regional scope;

PR Article 30(1)

4.17 If the Irish Competent Authority is of the opinion that the newspaper chosen for publication does not comply with the requirements set out in paragraph 4.16, it shall determine a newspaper whose circulation is deemed appropriate for this purpose taking into account, in particular, the geographic area, number of inhabitants and reading habits in each Member State.

PR Article 30(2)

SUPPLEMENT 4.18 Every significant new factor, material mistake or inaccuracy relating to

the information included in the 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 time when trading on a regulated market begins, shall be mentioned in a supplement to the prospectus. 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 16(1)

4.19 Investors who have already agreed to purchase or subscribe for, or apply to purchase or subscribe for, the securities concerned before a supplement is published shall have the right, exercisable within a period not to be less than two working days after the publication of the supplement, to withdraw their applications or acceptances by notice in writing to the issuer.

PD Article 16(2)

LANGUAGES 4.20 For the purposes of an application for admission to listing on the ISE, the

prospectus shall be drawn up in English unless it was approved by a Competent Authority and was written in a language other than English, in which case the summary should be translated into English.

ADVERTISING 4.21 Any type of advertisement relating to an admission to trading on a

Regulated Market shall comply with the principles contained in paragraphs 4.22 to 4.24.

PD Article 15(1)

4.22 An advertisement relating to the admission to trading must not be issued unless:

(1) it states that a prospectus has been or will be published and indicates where investors are, or will be, able to obtain it;

PD Article 15(2)

PD Article 15(3) (2) it is clearly recognisable as an advertisement;



(3) information contained in the advertisement is not inaccurate or misleading; and

(4) information in the advertisement must be consistent with the information contained in the prospectus, if already published, or with the information required to be in the prospectus, if the prospectus is published afterwards.

4.23 In any case, all information concerning the admission to trading on a Regulated Market disclosed in an oral or written form, even if not for advertising purposes, shall be consistent with that contained in the prospectus.

PD Article 15(4)

Where material information is provided to investors, including information disclosed in the context of meetings relating to offers of securities, and such information would require the publication of a supplement under paragraph 4.18, the issuer or Offeror shall ensure that such supplement is published.

PD Article 15(5)

DISSEMINATION OF ADVERTISEMENTS PR Article 34 4.24 Advertisements related to an admission to trading on a Regulated

Market may be disseminated to the public by interested parties, such as issuer or person asking for admission, the financial intermediaries that participate in the placing and/or underwriting of securities, notably by one of the following means of communication:

(1) addressed or unaddressed printed matter;

(2) electronic message or advertisement received via a mobile telephone or pager;

(3) standard letter;

(4) press advertising with or without order form;

(5) catalogue;

(6) telephone with or without human intervention;

(7) seminars and presentations;

(8) radio;

(9) videophone;

(10) videotext;

(11) electronic mail;

(12) facsimile machine (fax);

(13) television;

(14) notice;

(15) bill;

(16) poster;

(17) brochure; or

(18) web posting including internet banners. Irish Stock Exchange Guidelines for January 2010


PASSPORT REQUEST LETTER Prospectus

Rule 8.1 4.25 A letter submitted to the ISE in accordance with paragraph 4.6(5) above

must contain the following information:

(1) the name of the relevant Host Member State(s) to whom the request relates;

(2) the summary of the prospectus translated into a language accepted by the relevant Host member State(s) (where applicable);

(3) the number(s) of the schedule(s) to the Prospectus Regulation in accordance with which the prospectus was drawn up;

(4) confirmation as to whether a public offer or admission to trading or both is being made in the relevant Host Member State(s);

(5) the name of the guarantor(s) in respect of the prospectus (where applicable);

(6) confirmation as to whether any information has been omitted from the prospectus and details of the relevant information (such omission having been approved by the Irish Competent Authority in accordance with Regulation 25 of the Regulation); and

(7) confirmation that all of the relevant disclosures required by the Annex(es) to the Prospectus Regulation in accordance with which the prospectus was drawn up relating to the Host Member State(s) have been included in the prospectus.



5 Listing Procedures APPOINTMENT AND RESPONSIBILITIES OF A LISTING AGENT

5.1 All issuers (other than public sector issuers) applying to have securities listed on the ISE must appoint a listing agent registered as such with the ISE. In order to be so eligible, the listing agent must be either:

(1) a credit institution as defined in point (a) of Article 1(1) of Directive 2000/12/EC;

(2) a third country credit institution having its registered office in a state which is a member of the Organisation for Economic Cooperation and Development;

(3) an international legal firm with an established debt capital markets practice providing professional advice to issuers and arrangers in the international markets; or

(4) a corporate finance firm providing professional advice to issuers of debt and derivative securities in the international markets.

5.2 In the case of any application for listing, the listing agent’s responsibilities are:

(1) to ensure that the issuer is guided and advised as to the application of the Guidelines;

(2) to complete the declaration by a listing agent in the form issued by the ISE (see Appendix 7), confirming that to the best of its knowledge and belief:

(a) all the documents required by the Listing Rules to be included in the application for listing have been supplied to the ISE; and

(b) all other relevant requirements of the Listing Rules have been complied with;

(3) communications with the ISE;

(4) to lodge with the ISE all documents supporting the application; and

(5) to seek the ISE’s review of the issuer’s application for listing.

5.3 A listing agent may, at its discretion, appoint an agent to discharge on its behalf all or any of the responsibilities set out in paragraph 5.2(3) to (5) above. The listing agent must advise the ISE in writing of the identity of any such agent appointed. Such agent must have sufficient experience to be able properly to discharge the functions for which it has been appointed, responsibility for which will remain with the listing agent.



APPROVAL OF AN APPLICATION FOR LISTING AND TRADING

5.4 A prospectus must have been approved by a Competent Authority (or listing particulars must have been approved by the ISE) and published in relation to the securities which are the subject of the application for listing and trading.

APPLICATION FOR LISTING AND TRADING (WHERE A PROSPECTUS HAS BEEN APPROVED BY THE IRISH COMPETENT AUTHORITY OR WHERE LISTING PARTICULARS ARE TO BE APPROVED BY THE ISE )

5.5 The following documents, or such of them as are applicable, must be submitted to the ISE in final form (marked for the attention of the Listing Department) with the prospectus no later than 10.00am on the day on which approval of the prospectus by the Irish Competent Authority (or listing particulars by the ISE) is sought:

(1) an application for admission to listing and trading in the form set out in Appendix 6 signed by a duly authorised officer of the issuer or by an agent or attorney thereof; and

(2) a formal notice (see paragraph 5.8).

APPLICATION FOR LISTING AND TRADING (WHERE A PROSPECTUS HAS BEEN APPROVED BY A COMPETENT AUTHORITY OTHER THAN THE IRISH COMPETENT AUTHORITY)

5.6 Where a prospectus has been approved by the Competent Authority of another Member State, the following documents must be submitted to the ISE at least 10 business days prior to the date on which the application for listing and trading is due to be considered.

(1) the document referred to in (1) of paragraph 5.5;

(2) a copy of the approved prospectus, a copy of the certificate of approval and (if applicable) a translation of the summary of the prospectus; and

(3) any approved supplement, if applicable.

5.7 The issuer must demonstrate to the satisfaction of the ISE that it complies with the conditions for listing set out in Chapter 1.

FORMAL NOTICE 5.8 An issuer must publish a notice stating how the prospectus or base

prospectus (or listing particulars) has been made available and where it can be obtained by the public, unless the securities for which the application is being made are of a class already listed and traded. The notice shall be submitted to the CAO no later than the next working day following the date of publication of the prospectus or base prospectus (or listing particulars) pursuant to paragraph 4.10.



5.9 The notice must be approved by the ISE before its issue and contain the following information:

(1) the identification of the issuer;

(2) the type, class and amount of the securities in respect of which admission to listing is sought, provided that these elements are known at the time of the publication of the notice;

(3) the intended time schedule of the admission to listing and trading;

(4) a statement that a prospectus or base prospectus has been published and where it can be obtained;

(5) if the prospectus or base prospectus has been published in a printed form, the addresses where and the period of time during which such printed forms are available to the public;

(6) if the prospectus or base prospectus has been published in electronic form, the addresses to which investors shall refer to ask for a paper copy; and

(7) the date of the notice.

FEES 5.10 The payment of appropriate listing fees, calculated in accordance with

the ISE’s scale of fees for the time being in force must be submitted with the ISE (marked for the attention of the Listing Department) no later than 10.00am on the date on which approval of the prospectus by the Competent Authority (or listing particulars by the ISE) is sought.

Where a Competent Authority other than the Irish Competent Authority has approved the prospectus, the appropriate listing fees must be submitted to the ISE prior to the date on which the application for listing is due to be considered.



6 Offering Programmes CONTENT OF BASE PROSPECTUS

6.1 In addition to the information items set out in Chapter 3 and any relevant Appendices, as applicable, the following information shall be included in a base prospectus:

PR Article 22(5)

(1) indication on the information that will be included in the final terms;

(2) the method of publication of the final terms; if the issuer is not in a position to determine, at the time of the approval of the prospectus, the method of publication of the final terms, an indication of how the public will be informed about which method will be used for the publication of the final terms; and

(3) in the case of issues under an offering programme, a general description of the programme.

SUPPLEMENTARY INFORMATION 6.2 The information given in the base prospectus must be supplemented, if

necessary, in accordance with paragraph 4.18, with updated information on the issuer and on the securities to be admitted to trading on a regulated market.

PD Article 5(4)

6.3 Where an event envisaged under paragraph 4.18 occurs between the time that the base prospectus has been approved and the time that trading on a Regulated Market of those securities begins, the issuer shall publish a supplement prior to the admission of those securities to trading.

PR Article 22(7)

SUMMARY (IF APPLICABLE) 6.4 Where a base prospectus relates to different securities, the issuer shall

include a single summary in the base prospectus for all securities. The information on the different securities contained in the summary, however, shall be clearly segregated.

PR Article 26(6)

PR Article 26(7) 6.5 Where the summary of a base prospectus must be supplemented in accordance with paragraph 4.18, the issuer shall decide on a case-by-case basis whether to integrate the new information in the original summary by producing a new summary, or by producing a supplement to the summary.

If the new information is integrated in the original summary of the base prospectus by producing a new summary, the issuer shall ensure that investors can easily identify the changes, in particular by way of footnotes.



FINAL TERMS 6.6 If the final terms of the offer are not included in either the base

prospectus or a supplement prospectus, the final terms shall be submitted to the ISE for filing with the Irish Competent Authority and published when each public offer is made as soon as practicable and, if possible, in advance of the beginning of the offer. The provisions of paragraph 4.4(1) shall be applicable in any such case.

PD Article 5(4)

6.7 The final terms attached to a base prospectus shall only contain the information items from the Chapter 3 disclosure items according to which the base prospectus is drawn up.

PR Article 22(4)

6.8 The final terms attached to a base prospectus shall be presented in the form of a separate document containing only the final terms or by inclusion of the final terms into the base prospectus.

PR Article 26(5)

In the case that the final terms are included in a separate document containing only the final terms, they may replicate some information which has been included in the approved base prospectus according to the relevant securities note schedule that has been used for drawing up the base prospectus. In this case the final terms have to be presented in such a way that they can be easily identified as such.

A clear and prominent statement shall be inserted in the final terms indicating that the full information on the issuer and on the securities is only available on the basis of the combination of base prospectus and final terms and where the base prospectus is available.

6.9 The publication method for final terms related to a base prospectus does not have to be the same as the one used for the base prospectus as long as the publication method used is one of the publication methods indicated in paragraph 4.11.

PR Article 33

REFERENCE IN FINAL TERMS Prospectus Rule 4.13

6.10 Where an issuer chooses to include a reference in final terms (submitted to the ISE for filing with the Irish Competent Authority) to either:

(1) the approval by the Irish Competent Authority of the relevant base prospectus; or

(2) the provision by the Irish Competent Authority of a certificate of approval attesting that the relevant base prospectus has been drawn up in accordance with the provisions of the Directive and the Prospectus Regulation.

The issuer must ensure that the reference states, as appropriate:

“The Irish Financial Services Regulatory Authority has approved the [base prospectus – insert details of relevant base prospectus] under Part 7 of the Prospectus Directive (2003/71/EC) Regulations 2005 (the Regulation) as having been drawn up in accordance with the Regulation and Commission Regulation (EC) No 809/2004”



and/or

“The Irish Financial Services Regulatory Authority has provided the competent authority(ies) of [insert details of relevant Host Member State(s)] with a certificate of approval attesting that the [base prospectus – insert details of relevant base prospectus] has been drawn up in accordance with the provisions of the Prospectus Directive (2003/71/EC) and Commission Regulation (EC) No 809/2004”

OTHER PROVISIONS 6.11 Where the issuer has previously filed a registration document for a

particular type of security and, at a later stage, chooses to draw up base prospectus, it shall contain:

PR Article 26(4)

(1) the information contained in the previously or simultaneously filed and approved registration document which shall be incorporated by reference, following the conditions provided for in paragraphs 2.10 to 2.17 and 2.19; and

(2) the information which would otherwise be contained in the relevant securities note less the final terms where the final terms are not included in the base prospectus.

PR Article 26(8) 6.12 Issuers or persons asking for admission to trading on a Regulated Market may compile in one single document two or more different base prospectuses.

APPLICATION FOR LISTING AND TRADING 6.13 The application for listing and trading must cover the maximum amount

of securities which may be in issue and listed at any one time under the programme. If the ISE approves the application, it will admit to listing and trading all securities which may be issued under the programme within 12 months after the approval of the prospectus by the Irish Competent Authority, subject to the ISE:

(1) being advised of the final terms of each issue (by way of pricing supplement);

(2) receiving any supplement for approval by the Irish Competent Authority (or supplementary listing particulars for approval by the ISE);

(3) receiving confirmation that the securities in question have been issued; and

(4) receiving any listing fees payable.

The application for admission to listing and trading in the form set out in Appendix 6 need not be submitted for issues made after the first issue in any 12 month period after approval by the Irish Competent Authority of the prospectus (or approval by the ISE of listing particulars (where appropriate)).



6.14 In order to process the admission to listing and trading, the final terms of each issue which is intended to be listed must be submitted in writing to the ISE as soon as possible after they have been agreed and in any event no later than 2.00pm on the day before admission is to become effective. The final terms may be submitted by the issuer, the listing agent or one or more firms designated by the issuer so long as in the latter case the ISE has received a letter of appointment signed by a duly authorised officer of the issuer or by the listing agent.



7 Continuing Obligations An issuer (other than a third country issuer) is required to comply with Section A, and either Section B or Section C of this chapter, depending on the denomination per unit of the debt securities concerned. An issuer whose registered office is in a third country State is required to comply with Section D.

Section A Requirements that apply to all issuers (irrespective of the denomination per unit of the securities)

Section B Additional requirements for issuers of debt securities with a denomination per unit of less than €50,000

Section C Additional requirements for issuers of debt securities with a denomination per unit of at least €50,000

Section D Issuers whose registered office is in a third country

Issuers are reminded that Regulation 79 of the Transparency Regulations sets out transitional provisions for issuers of debt securities. Issuers are also reminded that Commission Decision (2006/891/EC) sets out requirements in relation to the equivalence of certain third country accounting standards to IFRS.

Appendix 9 of these Guidelines sets out additional requirements derived from the Transparency Rules of the Irish Competent Authority in relation to the content of the management report (see paragraph 7.26 below), the accounting policies and presentation applied to half-yearly figures, and a change in accounting date.



SECTION A REQUIREMENTS THAT APPLY TO ALL ISSUERS (irrespective of the denomination per unit of the securities)

INFORMATION ABOUT CHANGES IN RIGHTS ATTACHING TO SECURITIES

7.1 An issuer must disclose to the public without delay any changes in the rights of holders of the securities, including changes in the terms and conditions of the securities which could indirectly affect those rights, resulting in particular from a change in loan terms or in interest rates.

TR 26(2)

7.2 An issuer must disclose to the public without delay any new loan issues and in particular any guarantee or security in respect of such issues.

TR 26(3)

EQUALITY OF TREATMENT 7.3 An issuer must ensure that all holders of debt securities ranking pari

passu are given equal treatment in respect of all the rights attaching to those debt securities.

TR 25(3)(b)

EXERCISE OF RIGHTS AND MEETINGS 7.4 An issuer must ensure that all the facilities and information necessary to

enable debt securities holders to exercise their rights are publicly available in the home Member State and that the integrity of data is preserved.

TR 25(4)

TR 25(5)(a)

TR 25(5)(b)

7.5 Debt securities holders must not be prevented from exercising their rights by proxy, subject to the law of country in which the issuer is incorporated. An issuer must make available a proxy form, on paper or, where applicable, by electronic means to each person entitled to vote at a meeting of debt securities holders. The proxy form must be made available either:

(1) together with the notice concerning the meeting; or TR 25(5)(c)

(2) after an announcement of the meeting. TR 28(1)

7.6 An issuer must publish notices or distribute circulars concerning: (1) the place, time and agenda of meetings of debt securities holders;

(2) the payment of interest;

(3) the exercise of any conversion, exchange, subscription or cancellation rights and repayment; and

(4) the rights of holders to exercise their rights in relation to paragraphs (1) to (3).

TR 25(6) 7.7 An issuer must designate, as its agent, a financial institution through which debt securities holders may exercise their financial rights.



7.8 An issuer may use electronic means to convey information to debt securities holders, provided the issuer complies with the following:

TR 25(7)

(1) a decision to use electronic means is taken in a general meeting; TR 25(8)(a)

TR 25(8)(b)(iii) and (iv)

(2) the use of electronic means must not depend upon the location of the seat or residence of the debt security holder or a proxy representing that holder;

(3) identification arrangements must be put in place so that debt securities holders or other persons entitled to exercise or direct the exercise of voting rights are effectively informed;

TR 25(8)(c)

(4) debt securities holders must be contacted in writing to request their consent for the use of electronic means for conveying information and if they do not object within a reasonable period of time, their consent can be considered to have been given. Debt securities holders shall be able to request at any time in the future that information be conveyed in writing; and

TR 25(8)(d)

(5) any apportionment of the costs entailed in the conveyance of information by electronic means must be determined by the issuer in compliance with the principle of equal treatment set out in 7.3 above.

TR 25(8)(e)

FILING OF REGULATED INFORMATION 7.9 An issuer that:

(1) discloses regulated information must at the same time file that information with the Irish Competent Authority; or

TR 31

Transparency Rule 8.1

Note: An issuer is deemed to comply with 7.9(1) by disseminating regulated information in accordance with paragraph 7.11 below.

(2) proposes to amend its instrument of incorporation must communicate the draft amendment to the Debt Listing Department of the ISE.

TR 25(2)(a)

Such communication must be made without delay, but at the latest on the date of calling the general meeting which is to vote on, or be informed of, the amendment.

TR 25(2)(b)

Transparency Rule 8.0.1

The communication must state in a prominent place on the first page that it is “for filing purposes only in accordance with Regulation 25(2) of the Transparency (Directive 2004/109/EC) Regulations 2007”.

DISCLOSURE OF REGULATED INFORMATION TR 33(1)(a) and (c)

Note: Paragraphs 7.10 to 7.17 apply where Ireland is (1) an issuer’s home Member State and (2) an issuer’s host Member State and the relevant securities are admitted to the Regulated Market in Ireland but not in the home Member State.



7.10 An issuer must disclose regulated information in the manner set out in 7.11 to 7.17 below.

TR 33(2)

TR 33(3) Transparency Rule 5.1

7.11 An issuer must disseminate regulated information using a RIS and ensure that the RIS complies with the minimum standards in 7.12 to 7.17.


Note: To comply with 7.11, an issuer must disclose regulated information either directly to a RIS or indirectly to a RIS through the CAO. Where an issuer discloses regulated information directly to a RIS, it must simultaneously notify the CAO of the regulated information.

7.12 Regulated information must be disseminated in a manner ensuring that it is capable of being disseminated to as wide a public as possible, and as close to simultaneously as possible in the home Member State and in the other Member States.

TR 33(4)

7.13 (1) Regulated information, other than regulated information described in 7.13(2), must be communicated to the media in unedited full text.

TR 33(5)(a)

(2) (a) An annual financial report that is required in paragraphs 7.22 to 7.26 to be made public is not required to be communicated to the media in unedited full text except for the information referred to in point (b) below.

TR 33(5)(b)(i)

(b) If information is of a type that would be required to be disseminated in a half-yearly financial report then information of such a type that is contained in an annual financial report must be communicated to the media in unedited full text.

TR 33(5)(b)(ii)

(3) The announcement relating to the publication of the following regulated information must include an indication of the website on which the annual financial report and half-yearly financial report are available.

TR 33(5)(c)(i)-(ii)

7.14 (1) Regulated information must be communicated to the media in a manner which ensures the security of the communication, minimises the risk of data corruption and unauthorised access, and provides certainty as to the source of the regulated information.

TR 33(6)

(2) Security of receipt must be ensured by remedying as soon as possible any failure or disruption in the communication of regulated information.

(3) An issuer is not responsible for systemic errors or shortcomings at the media to which the regulated information has been communicated.

TR 33(7) 7.15 Regulated information must be communicated to a RIS in a way which:

(1) makes clear that the information is regulated information; and

(2) identifies clearly:

(a) the issuer concerned;

(b) the subject matter of the regulated information; and



(c) the time and date of the communication of the information by the issuer.

TR 33(8) 7.16 Upon request, an issuer must communicate to the ISE, in relation to any disclosure of regulated information:

(1) the name of the person who communicated the information to the RIS and/or CAO;

(2) the security validation details;

(3) the time and date on which the regulated information was communicated;

(4) the medium in which the regulated information was communicated; and

(5) details of any embargo placed by the issuer on the regulated information, if applicable.

TR 33(9) 7.17 An issuer must not charge investors any specific cost for providing regulated information.

OTHER REQUIREMENTS 7.18 In the case of guaranteed (other than state guaranteed) securities,

where the guarantor is not listed on a stock exchange, the issuer must submit the guarantor’s annual report and accounts to the ISE.

7.19 Issuers must pay the annual fee for listing, calculated in accordance with the ISE’s scale of fees for the time being in force (see Appendix 8), as soon as such payment becomes due.

7.20 All documents and announcements lodged with the CAO must be in English.

7.21 An issuer that has securities admitted to trading on the Regulated Market of the ISE (or has requested such admission) must comply with its obligations under the Market Abuse Directive as implemented into Irish law by the Market Abuse (Directive 2003/6/EC) Regulations 2005 and Part 4 of the Investment Funds, Companies and Miscellaneous Provisions Act 2005.



SECTION B ADDITIONAL REQUIREMENTS FOR ISSUERS OF DEBT SECURITIES WITH A DENOMINATION PER UNIT OF LESS THAN €50,000

ANNUAL FINANCIAL REPORTS 7.22 An issuer must:

(1) make public its annual financial report at the latest four months after the end of each financial year; and

TR 4(2)

(2) ensure that its annual financial report remains publicly available for at least five years.

Note: Failure to publish accounts within the permitted timeframe will result in suspension of listing and trading until such time as the relevant accounts are published.

7.23 The annual financial report must include: TR 4(3)

(1) the audited financial statements;

(2) a management report; and

(3) statements made by the persons responsible within the issuer, whose names and functions shall be clearly indicated in the responsibility statement that, to the best of their knowledge:

TR 5(4)

(a) the financial statements prepared in accordance with the applicable set of accounts standards give a true and fair view of the assets, liabilities, financial position and profit or loss of the issuer and the undertakings including the consolidation taken as a whole; and

(b) that the management report includes a fair review of the development and performance of the business and the position of the issuer and the undertakings including in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

7.24 If an issuer is:

(1) required to prepare consolidated accounts according to the Seventh Council Directive 83/349/EEC, the audited financial statements must comprise:

TR 4(4)(a)

(a) consolidated accounts prepared in accordance with the IAS Regulation; and

(b) accounts of the parent company prepared in accordance with the national law of the Member State in which the parent company is incorporated.

TR 4(4)(b) (2) not required to prepare consolidated accounts, the audited financial statements must comprise accounts prepared in accordance with the national law of the Member State in which the company is incorporated.




(1) required to prepare consolidated accounts, the financial statements must be audited in accordance with Article 37 of the Seventh Council Directive 83/349/EEC;

TR 5(2)

(2) not required to prepare consolidated accounts, the financial statements must be audited in accordance with Articles 51 and 51a of the Fourth Council Directive 78/660/EEC.

The audit report, signed by the person or persons responsible for auditing the financial statements, must be disclosed in full to the public together with the annual financial report.


(1) required to prepare consolidated accounts, the management report must be drawn up in accordance with Article 36 of the Seventh Council Directive 83/349/EEC.

TR 5(3)

(2) not required to prepare consolidated accounts, the management report must be drawn up in accordance with Article 46 of the Fourth Council Directive 78/660/EEC.

Note: the content requirements for management reports as derived from section 6 of the Transparency Rules are set out in Appendix 9.

HALF-YEARLY FINANCIAL REPORTS1 7.27 An issuer must:

TR 6(2)(a) and (b)

(1) make public a half-yearly financial report covering the first six months of the financial year as soon as possible, but no later than 2 months after the end of the period to which it relates; and


1 The requirements in paragraphs 7.27 to 7.32 do not apply to:

(1) a credit institution whose shares are not admitted to trading on a regulated market and which has, in a continuous or repeated manner, only issued debt securities, provided that:

(a) the total nominal amount of all such debt securities remains below €100 million; and

(b) the credit institution has not published a prospectus in accordance with the Prospectus Directive. (Transparency Regulation 10(2)(b))

(2) issuers already existing at 31 December 2003 (the date of entry into force of Directive 2003/71/EC) which exclusively issue debt securities unconditionally and irrevocably guaranteed by the home Member State or by one of its regional and local authorities, on a regulated market. (Transparency Regulation 10(2)(c))

(3) an issuer of debt securities which were admitted to trading on a regulated market in a Member State before 1 January 2005 if the home Member State had decided to allow such an issuer to benefit from the provisions of Article 27 of Directive 2001/34/EC at the point of admission of those securities. This provision applies for 10 years following 1 January 2005. (Transparency Regulation 79(2))


(2) ensure that the half-yearly financial report remains available to the public for at least five years.

TR 6(2)(c)


7.28 The half-yearly financial report shall comprise: TR 6(3)

(1) a condensed set of financial statements;

(2) an interim management report; and

(3) statements made by the persons responsible within the issuer, whose names and functions shall be clearly indicated in the responsibility statement that, to the best of their knowledge:

TR 8(5)(a) - (c)

(a) the condensed set of financial statements which has been prepared in accordance with the applicable set of accounting standards gives a true and fair view2 of the assets, liabilities, financial position and profit or loss of the issuer, or the undertakings included in the consolidation as a whole as required by paragraph 7.29; and

(b) that the interim management report includes a fair review of the information required by paragraph 7.31.


(1) required to prepare consolidated accounts, the condensed set of financial statements must be prepared in accordance with the international accounting standard applicable to interim financial reporting adopted pursuant to the procedure provided for under the IAS Regulation.3

TR 7(2)(a)

TR 7(2)(b) (2) not required to prepare consolidated accounts, the condensed set of financial statements must contain, as a minimum:

(a) a condensed balance sheet;


2 A person making a responsibility statement shall be regarded as satisfying the requirement

in 7.28(3)(a) above by including a statement that the condensed set of financial statements have been prepared in accordance with:

(a) the international accounting standard applicable to interim financial reporting adopted pursuant to the procedure provided for under Article 6 of the IAS Regulation; or

(b) for Irish issuers not using IFRS, pronouncements on half-yearly reports issued by the Accounting Standards Board; or

(c) for all other issuers not using IFRS, a national accounting standard relating to interim reporting;

provided always that a person making such a statement has reasonable grounds to be satisfied that the condensed set of financial statements prepared in accordance with such a standard is not misleading. (Transparency Regulation 8(5)(d))

3 Where Ireland is home Member State for an issuer whose debt securities only are admitted to trading, that issuer is not required to disclose financial statements in accordance with paragraph 7.29(1) for the financial year (and that financial year only) beginning on or after 1 January 2006. (Transparency Regulation 79(4))


(b) a condensed profit and loss account; and

(c) explanatory notes on these accounts.

7.30 In satisfying paragraph 7.29(2), an issuer must comply with points (1) to (4) of this paragraph:

(1) In preparing the condensed balance sheet and the condensed profit and loss account an issuer must follow the same principles for recognising and measuring as when preparing annual financial reports.

TR 7(3)(b)

(2) The condensed balance sheet and the condensed profit and loss account must show each of the headings and subtotals included in the most recent annual financial statements of the issuer. Additional line items must be included if, as a result of their omission, the half-yearly financial statements would give a misleading view of the assets, liabilities, financial position and profit or loss of the issuer.

TR 7(3)(c)

(3) The following comparative information must be included: TR 7(3)(d)

(a) balance sheet as at the end of the first six months of the current financial year and comparative balance sheet as at the end of the immediate preceding financial year; and

(b) profit and loss account for the first six months of the current financial year with, from two years after 29 March 2007, comparative information for the comparable period for the preceding financial year.

(4) The explanatory notes must include:

(a) sufficient information to ensure the comparability of the condensed half-yearly financial statements with the annual financial statements; and

TR 7(3)(e)

(b) sufficient information and explanations to ensure a user's proper understanding of any material changes in amounts and of any developments in the half-year period concerned, which are reflected in the balance sheet and the profit and loss account.

TR 8(2) 7.31 The interim management report must include at least: (1) an indication of important events that have occurred during the first

six months of the financial year, and their impact on the condensed set of financial statements; and

(2) a description of the principal risks and uncertainties for the remaining six months of the financial year.



7.32 If the half-yearly financial report: TR 8(4)

(1) has been audited or reviewed by auditors pursuant to the Auditing Practices Board guidance on Review of Interim Financial Information, the audit report or review must be reproduced in full.

(2) has not been audited or reviewed by auditors pursuant to the Auditing Practices Board guidance on Review of Interim Financial Information, an issuer must make a statement to that effect in its report.

ANNUAL INFORMATION DOCUMENT (ARTICLE 10, PROSPECTUS DIRECTIVE)

PD Article 10(1) 7.33 Where Ireland is the home Member State, issuers which have securities admitted to trading on a Regulated Market shall at least annually draw up a document (the ‘Document’) that contains or refers to all information that they have published or made available to the public over the preceding 12 months in one or more Member States and in third countries in compliance with their obligations under Community and national laws and rules dealing with the regulation of securities, issuers of securities and securities markets. Without prejudice to this requirement, the Document shall refer to the information required pursuant to company law directives, CARD and the IAS Regulation.

7.34 An issuer must submit the Document to the ISE and make it available to the public (using one of the methods outlined in paragraph 4.11, at the choice of the issuer) within 20 working days of the publication of the issuer’s annual financial statements. The ISE will forward the Document to Irish Competent Authority for filing.

Prospectus Rule 7.2

7.35 Where the Document contains a reference to the legislation under which it is drawn up, it must contain the following statement:

“This annual information document has been prepared by [insert name of issuer] in accordance with the provisions of Part 11 of the Prospectus Directive (2003/71/EC) Regulations 2005 and has been submitted to the Irish Stock Exchange for filing with the Irish Financial Services Regulatory Authority (the Financial Regulator) in accordance with the provisions of the Prospectus Rules issued by the Financial Regulator”.

Prospectus Rule 7.4

7.36 The Document must contain an introductory paragraph setting out:

(1) the financial year-end of the issuer;

(2) the date of publication of the issuer’s annual financial statements;

(3) whether the issuer intends to solely rely on the Irish Competent Authority publishing the Document to fulfil its obligation to publish the Document; and

(4) the date and methods of publication of the Document where the issuer does not intend to solely rely on the Irish Competent Authority publishing the Document.



The issuer must ensure that the information provided in accordance with items (1) to (4) of paragraph 7.36 is correct.

7.37 Where the Document refers to information, it must state where the information can be obtained.

PR Article 27(3) 7.38 The Document shall include a statement indicating that some information may be out-of-date, if such is the case.



SECTION C ADDITIONAL REQUIREMENTS FOR ISSUERS OF DEBT SECURITIES WITH A DENOMINATION PER UNIT OF AT LEAST €50,000

MEETINGS TR 28(2) 7.39 If only holders of debt securities with a denomination per unit of at least

€50,000 (or an equivalent amount) are to be invited to a meeting, an issuer may choose as a venue any Member State, provided that all the facilities and information necessary to enable such holders to exercise their rights are made available in that Member State.

ANNUAL ACCOUNTS 7.40 (1) Subject to paragraph 7.41 below, an issuer must publish its annual

report and accounts as soon as possible after they have been approved, and in any event no later than the timeframe permitted under its national legislation.


(2) The annual report and accounts must:

(a) have been prepared in accordance with the issuer’s national law and, in all material respects, with national accounting standards or IAS; and

(b) have been independently audited and reported on, in accordance with:

(i) the auditing standards applicable in an EEA State; or

(ii) an equivalent auditing standard acceptable to the ISE.

(3) If the issuer prepares both own and consolidated annual accounts it may publish either form provided that the form which is not published does not contain any significant additional information.

(4) If the relevant annual accounts do not give a true and fair view of the assets and liabilities, financial position and profits or losses of the issuer or group, additional information must be provided to the satisfaction of the ISE.

(5) An issuer incorporated or established in a non-Member State which is not required to draw up its accounts so as to give a true and fair view but is required to draw them up to an equivalent standard, may draw up its accounts to this equivalent standard.



7.41 An issuer that meets the following criteria is not required to comply with paragraph 7.40:

(1) the issuer:

(a) is a wholly owned subsidiary of a listed company;

(b) issues listed securities that are unconditionally and irrevocably guaranteed by the issuer’s listed holding company or equivalent arrangements are in place;

(c) is included in the consolidated accounts of its listed holding company; and

(d) is not required to comply with any other requirement for the preparation of an annual report and account; and

(2) non-publication of the issuer’s accounts would not be likely to mislead the public with regard to facts and circumstances that are essential for assessing the securities.



SECTION D ISSUERS WHOSE REGISTERED OFFICE IS IN A THIRD COUNTRY AND EQUIVALENCE OF REQUIREMENTS

7.42 An issuer whose registered office is in a third country must comply with:

(1) all applicable requirements in Sections A to C of Chapter 7, save where otherwise permitted in this Section D; and

(2) additional requirements set out in this Section.

7.43 An issuer whose registered office is in a third country may be exempt from the requirements in Section B on annual financial reports (7.22 to 7.26) and half-yearly financial reports (7.27 to 7.32), provided that the law of the third country in question lays down equivalent requirements or such issuer complies with the requirements of the law of a third country that the Irish Competent Authority considers as a equivalent.

TR 11(1)

7.44 An issuer whose registered office is in a third country may be exempt from the requirements in 7.1 to 7.8 in Section A and 7.39 in Section C, provided that the law of the third country in question lays down equivalent requirements or such issuer complies with the requirements of the law of a third country that the Irish Competent Authority considers as a equivalent.

TR 30(1)


Note: The Irish Competent Authority maintains a published list of third countries, which for the purposes of Article 23.1 of the Transparency Directive, are judged to have laws which lay down requirements equivalent to those imposed upon issuers under Part 2 (Periodic Financial Reporting) and Part 6 (Continuing Obligations and Access to Information) of the Transparency Regulations.

TR 11(10) TR 30(3) Transparency Rule 11.0.1

7.45 An issuer to whom paragraphs 7.43 and/or 7.44 apply must comply with the following requirements of Part 6 of the Transparency Regulations in respect of the information covered by the requirements laid down in the third country:

(1) the filing of information with the Irish Competent Authority (7.9);

(2) the language provisions4; and

(3) the dissemination of information provisions (7.10 to 7.17).

TR 34 7.46 Information that is disclosed in a third country which may be of importance to the public in the Member States must be disclosed in accordance with paragraphs 7.10 to 7.17. This rule also applies to information that is not ‘Regulated Information’


4 Transparency Regulation 32 (Use of languages) is not set out in these Guidelines.


8 Euro Commercial Paper 8.1 This chapter applies to an issuer seeking admission of securities which

are issued as euro commercial paper to listing and trading on the Regulated Market of the ISE, provided that the securities concerned, because of their nature, are normally bought and traded by a limited number of investors who are particularly knowledgeable in investment matters.

8.2 An issuer must ensure that listing particulars (rather than a prospectus) for the securities referred to in 9.1 above are approved by the ISE and published.

8.3 An issuer to which this chapter applies must comply with these Guidelines in their entirety except for the following;

(1) in paragraph 2.10(2), the text ‘in accordance with Titles IV and V of Directive 2001/34/EC’ is deleted to allow for contemporaneous filing of documents to be incorporated by reference;

(2) in paragraph 3A.11.1, the requirement for a ‘narrative description’ of the differences between the accounting principles used by the issuer and IFRS shall not apply where the issuer prepares its historical financial information in accordance with one of the following Generally Accepted Accounting Principles: United States, Canada, Japan, South Africa, Australia, New Zealand and Switzerland;

(3) the additional information requirements in Appendix 1, irrespective of the denomination per unit of the issue;

(4) paragraphs 4.4(2), 4.18, 4.19, 4.21 to 4.24, 4.25, 5.6 and 5.7; and

(5) chapter 7 is replaced by rules 8.9 and 8.10 below.

8.4 For the purpose of this chapter, references within these Guidelines to ‘prospectus’ should be read as ‘listing particulars’, references to ‘Irish Competent Authority’ should be read as ‘ISE’ and references to ‘for filing with the Irish competent authority’ should be read as ‘for filing with the ISE’.

SUPPLEMENTARY LISTING PARTICULARS 8.5 An issuer must submit supplementary listing particulars to the ISE for

approval if at any time after listing particulars have been approved by the ISE and before commencement of dealings in the securities, the issuer becomes aware that:

(1) there is a significant change affecting any matter contained in those listing particulars; or

(2) a significant new matter arises, the inclusion of information in respect of which would have been so required if it had arisen at the time when the listing particulars was prepared.



8.6 For this purpose ‘significant’ means significant for the purpose of making an informed assessment of the matters set out in paragraph 3.1.

8.7 The supplementary listing particulars must:

(1) give details of the change or new matter; and

(2) contain a statement that, save as disclosed, there has been no significant change and no significant new matter has arisen since publication of the listing particulars.

8.8 An issuer must ensure that supplementary listing particulars are not published until they have been approved by the ISE.

CONTINUING OBLIGATIONS 8.9 An issuer to which this chapter applies that is not already required to

comply with the Market Abuse (Directive 2003/6/EC) Regulations 2005 must comply with Market Abuse Regulations 10 and 11 as if it were an issuer for the purpose of the Market Abuse Regulations.

8.10 An issuer to which this chapter applies and whose registered office is in an EEA State must comply with Sections A and C of Chapter 7 (Continuing Obligations).

An issuer to which this chapter applies and whose registered office is in a third country must comply with:

(1) all applicable requirements in Sections A and C of Chapter 7, save where otherwise permitted in Section D; and

(2) additional requirements set out in Section D.



9 Public Sector Issuers These Guidelines apply in their entirety to public sector issuers seeking admission to debt securities (falling within paragraph 3 of the Scope of these Guidelines) to listing and trading, save for the following modifications:

(1) Chapter 1 is amended by paragraph 9.1 below;

(2) Chapter 5 is replaced in its entirety by paragraphs 9.2 and 9.3 below; and

(3) Chapter 7 is replaced in its entirety by paragraph 9.4 below.

CONDITIONS FOR LISTING 9.1 A public sector issuer need only comply with paragraphs 1.2 and 1.8 to

1.13.

LISTING PROCEDURES 9.2 A public sector issuer of a Member State that seeks admission of its

debt securities to listing must submit to the ISE, no later than 10.00am on the day on which approval of the prospectus by the Irish Competent Authority (or listing particulars by the ISE) is sought, an application for admission to listing in the form set out in Appendix 6.

An issuer must submit to the ISE as soon as practicable after the ISE has considered the application for listing, a statement of the number of securities that were issued and, where different from the number which were the subject of the application, the aggregate number of securities of that class in issue.

9.3 A public sector issuer other than one referred to in paragraph 9.2 above, must submit the following documents to the ISE, no later than 10.00am on the day on which approval of the prospectus by the Competent Authority (or listing particulars by the ISE) is sought:

(1) an application for admission to listing in the form set out in Appendix 6; and

(2) a copy of any consent, order or resolution, authorising the issue of debt securities.

Where a prospectus has been approved by the Competent Authority of another Member State, in addition to (1) and (2) above, paragraphs 5.6(2) and (3) of these Guidelines apply.

CONTINUING OBLIGATIONS 9.4 A public sector issuer must:

(1) comply with the following paragraphs of Chapter 7:

(a) 7.1 (information about changes in rights attaching to securities);

(b) 7.3 (equality of treatment);



(c) 7.9 (filing of regulated information);

(d) 7.10 to 7.17 (disclosure of regulated information);

(e) 7.19 (annual fee);

(f) 7.20 (documents in English language); and

(g) 7.21 (disclosure of inside information).

(2) notify to the CAO in advance all proposed redemptions by drawings, and in the case of a registered security, the date on which it is proposed to close the books for the purpose of making the drawing;

(3) notify to the CAO immediately the amount of the security outstanding after any purchase or drawing has been made; and

(4) ensure that transfers are certified against definitive certificates or temporary documents of title are returned on the day of receipt or (should that not be a business day) on the first business day following their receipt; allotment letters must be split and returned within the same period.

Definitive certificates must be issued within 14 days of the date of the lodgement of a transfer and if required balance certificates should be issued within one month without charge.



Appendix 1 Additional Requirements for

Securities with a Denomination per Unit of less than €50,000 PROSPECTUS DISCLOSURE – PART 1 Paragraphs 3A.8.2 and 3A.11.1 in Section 3A are replaced in their entirety as follows (extracted from Annex IV of the Prospectus Regulation):

Item 9.2 Annex IV

3A.8.2 A report prepared by independent accountants or auditors must be included stating that in the opinion of the independent accountants or auditors the forecast or estimate has been properly compiled on the basis stated and that the basis of accounting used for the profit forecast or estimate is consistent with the accounting policies of the issuer.

Item 13.1 Annex IV

3A.11.1 Audited historical financial information covering the latest 2 financial years (or shorter period that the issuer has been in operation) and the audit report in respect of each year. Such financial information must be prepared according to Regulation (EC) No 1606/2002, or if not applicable to a Member State’s national accounting standards for issuers from the Community. For third country issuers, such financial information must be prepared according to the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 or to a third country’s national accounting standards equivalent to these standards. If such financial information is not equivalent to these standards, it must be presented in the form of restated financial statements.

The most recent year's historical financial information must be presented and prepared in a form consistent with that which will be adopted in the issuer’s next annual published financial statements having regard to accounting standards and policies and legislation applicable to such annual financial statements.

If the issuer has been operating in its current sphere of economic activity for less than one year, the audited historical financial information covering that period must be prepared in accordance with the standards applicable to annual financial statements under Regulation (EC) No 1606/2002, or if not applicable to a Member State’s national accounting standards where the issuer is from the Community. For third country issuers, the historical financial information must be prepared according to the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 or to a third country’s national accounting standards equivalent to these standards. This historical financial information must be audited.



If the audited financial information is prepared according to national accounting standards, the financial information required under this heading must include at least the following:


(b) the income statement;

(c) the cash flow statement; and

(d) the accounting policies and explanatory notes.

The historical annual financial information must be independently audited or reported on as to whether or not, for the purposes of the registration document, it gives a true and fair view, in accordance with auditing standards applicable in a Member State or an equivalent standard.

Item 5.2 Annex IV

In addition to the requirements of Section 3A, the following disclosure requirements apply (extracted from Annex IV of the Prospectus Regulation):

3A.4.2 Investments (a) A description of the principal investments made since the date of

the last published financial statements.

(b) Information concerning the issuer’s principal future investments, on which its management bodies have already made firm commitments.

(c) Information regarding the anticipated sources of funds needed to fulfil commitments referred to in item 3A.4.2(b).

Item 6.1 Annex IV

3A.5.1 (c) An indication of any significant new products and/or activities.

Item 6.2 Annex IV

(d) A brief description of the principal markets in which the issuer competes.

Item 8.2 Annex IV

3A.7.2 Information on any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the issuer's prospects for at least the current financial year.

Item 13.5 Annex IV

3A.11.7 Interim and other financial information (a) If the issuer has published quarterly or half yearly financial

information since the date of its last audited financial statements, these must be included in the registration document. If the quarterly or half yearly financial information has been reviewed or audited the audit or review report must also be included. If the quarterly or half yearly financial information is unaudited or has not been reviewed state that fact.

(b) If the registration document is dated more than nine months after the end of the last audited financial year, it must contain interim financial information, covering at least the first six months of the



financial year. If the interim financial information is unaudited state that fact.

The interim financial information must include comparative statements for the same period in the prior financial year, except that the requirement for comparative balance sheet information may be satisfied by presenting the years end balance sheet.

3A.15 SELECTED FINANCIAL INFORMATION Item 3.1 Annex IV

3A.15.1 Selected historical financial information regarding the issuer, presented, for each financial year for the period covered by the historical financial information, and any subsequent interim financial period, in the same currency as the financial information.

The selected historical financial information must provide key figures that summarise the financial condition of the issuer.

Item 3.2 Annex IV

3A.15.2 If selected financial information for interim periods is provided, comparative data from the same period in the prior financial year must also be provided, except that the requirement for comparative balance sheet data is satisfied by presenting the year end balance sheet information.

3A.16 BOARD PRACTICES Item 11.1 Annex IV

3A.16.1 Details relating to the issuer's audit committee, including the names of committee members and a summary of the terms of reference under which the committee operates.

Item 11.2 Annex IV

3A.16.2 A statement as to whether or not the issuer complies with its country’s of incorporation corporate governance regime(s). In the event that the issuer does not comply with such a regime a statement to that effect must be included together with an explanation regarding why the issuer does not comply with such regime.

3A.17 ADDITIONAL INFORMATION 3A.17.1 Share Capital

Item 14.1 Annex IV

The amount of the issued capital, the number and classes of the shares of which it is composed with details of their principal characteristics, the part of the issued capital still to be paid up, with an indication of the number, or total nominal value, and the type of the shares not yet fully paid up, broken down where applicable according to the extent to which they have been paid up.

3A.17.2 Memorandum and Articles of Association Item 14.2 Annex IV

The register and the entry number therein, if applicable, and a description of the issuer’s objects and purposes and where they can be found in the memorandum and articles of association.



PROSPECTUS DISCLOSURE – PART 2 Any references in section 3B to an issue or admission to trading shall each be read as being a reference to an offer or an admission to trading.

Paragraphs 3B.4.8, 3B.4.10, 3B.4.12, 3B.4.13, 3B.5 and 3B.7.5 in section 3B are replaced in their entirety as follows (extracted from Annex V of the Prospectus Regulation):

Item 4.7 Annex V 3B.4.8 The nominal interest rate and provisions relating to interest payable.

• The date from which interest becomes payable and the due dates for interest.

• The time limit on the validity of claims to interest and repayment of principal.

Where the rate is not fixed, description of the underlying on which it is based and of the method used to relate the two and an indication where information about the past and the further performance of the underlying and its volatility can be obtained.

• A description of any market disruption or settlement disruption events that affect the underlying.

• Adjustment rules with relation to events concerning the underlying.

• Name of the calculation agent.

If the security has a derivative component in the interest payment, provide a clear and comprehensive explanation to help investors understand how the value of their investment is affected by the value of the underlying instrument(s), especially under the circumstances when the risks are most evident.

3B.4.10 An indication of yield. Describe the method whereby the yield is calculated in summary form.

Item 4.9 Annex V

Item 4.11 Annex V

3B.4.12 In the case of new issues, a statement of the resolutions, authorisations and approvals by virtue of which the securities have been or will be created and/or issued.

Item 4.12 Annex V

3B.4.13 In the case of new issues, the expected issue date of the securities.

Item 6.1 Annex V

3B.5.1 An indication as to whether the securities offered are or will be the object of an application for admission to trading, with a view to their distribution in a Regulated Market or other equivalent markets with indication of the markets in question. This circumstance must be mentioned, without creating the impression that the admission to trading will necessarily be approved. If known, give the earliest dates on which the securities will be admitted to trading.



3B.5.2 All the Regulated Markets or equivalent markets on which, to the knowledge of the issuer, securities of the same class of the securities to be offered or admitted to trading are already admitted to trading.

Item 6.2 Annex V

3B.5.3 The name and address of the entities which have a firm commitment to act as intermediaries in secondary trading, providing liquidity through bid and offer rates and description of the main terms of their commitment.

Item 6.3 Annex V

3B.7.5 Credit ratings assigned to an issuer or its debt securities at the request or with the co-operation of the issuer in the rating process. A brief explanation of the meaning of the ratings if this has previously been published by the rating provider.

Item 7.5 Annex V

In addition to the requirements of Section 3B, the following disclosure requirement applies (extracted from Annex V of the Prospectus Regulation):

3B.3.2 Reasons for the offer and use of proceeds Reasons for the offer if different from making profit and/or hedging

certain risks. Where applicable, disclosure of the estimated total expenses of the issue/offer and the estimated net amount of the proceeds. These expenses and proceeds shall be broken into each principal intended use and presented by order of priority of such uses. If the issuer is aware that the anticipated proceeds will not be sufficient to fund all the proposed uses, state the amount and sources of other funds needed.

Item 3.2 Annex V

Item 4.14 Annex V

3B.4.15 In respect of the country of registered office of the issuer and the country(ies) where the admission to trading is being sought:

• information on taxes on the income from the securities withheld at source; and

• indication as to whether the issuer assumes responsibility for the withholding of taxes at source.

3B.9 TERMS AND CONDITIONS OF THE OFFER

Item 5.1 Annex V

3B.9.1 Conditions, offer statistics, expected timetable and action required to apply for the offer:

(a) Conditions to which the offer is subject.

(b) Total amount of the issue/offer; if the amount is not fixed, description of the arrangements and time for announcing to the public the amount of the offer.

(c) The time period, including any possible amendments, during which the offer will be open and description of the application process.

(d) A description of the possibility to reduce subscriptions and the manner for refunding excess amount paid by applicants.

(e) Details of the minimum and/or maximum amount of application, (whether in number of securities or aggregate amount to invest).



(f) Method and time limits for paying up the securities and for delivery of the securities.

(g) A full description of the manner and date in which results of the offer are to be made public.

(h) The procedure for the exercise of any right of pre-emption, the negotiability of subscription rights and the treatment of subscription

Item 5.2 Annex V

3B.9.2 Plan of distribution and allotment (a) The various categories of potential investors to which the securities

are offered. If the offer is being made simultaneously in the markets of two or more countries and if a tranche has been or is being reserved for certain of these, indicate any such tranche.

(b) Process for notification to applicants of the amount allotted and indication whether dealing may begin before notification is made.

3B.9.3 Pricing Item 5.3 Annex V

Indication of the expected price at which the securities will be offered or the method of determining the price and the process for its disclosure. Indicate the amount of any expenses and taxes specifically charged to the subscriber or purchaser.

Item 5.4 Annex V

3B.9.4 Placing and Underwriting (a) Name and address of the co-ordinator(s) of the global offer and of

single parts of the offer and, to the extent known to the issuer or to the offeror, of the placers in the various countries where the offer takes place.

(b) Name and address of any paying agents and depository agents in each country.

(c) Name and address of the entities agreeing to underwrite the issue on a firm commitment basis, and the name and address of the entities agreeing to place the issue without a firm commitment or under “best efforts” arrangements. Indication of the material features of the agreements, including the quotas. Where not all of the issue is underwritten, a statement of the portion not covered. Indication of the overall amount of the underwriting commission and of the placing commission.

(d) When the underwriting agreement has been or will be reached.



Appendix 2 Disclosure Requirements for Banks

The following information must be included in the registration document (instead of that required under section 3A and, if applicable, Appendix 1) where the issuer is a bank. For the purposes of the disclosure requirements banks shall mean Credit Institutions. These requirements are extracted from Annex XI of the Prospectus Regulation.

3A.1 PERSONS RESPONSIBLE Item 1.1 Annex XI

3A.1.1 All persons responsible for the information given in the registration document and, as the case may be, for certain parts of it, with, in the latter case, an indication of such parts. In the case of natural persons including members of the issuer's administrative, management or supervisory bodies indicate the name and function of the person; in case of legal persons indicate the name and registered office.

Item 1.2 Annex XI

3A.1.2 A declaration by those responsible for the registration document that, having taken all reasonable care to ensure that such is the case, the information contained in the registration document is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import. As the case may be, declaration by those responsible for certain parts of the registration document that, having taken all reasonable care to ensure that such is the case, the information contained in the part of the registration document for which they are responsible is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import.

3A.2 STATUTORY AUDITORS Item 2.1 Annex XI

3A.2.1 Names and addresses of the issuer’s auditors for the period covered by the historical financial information (together with their membership of any professional body).

Item 2.2 Annex XI

3A.2.2 If auditors have resigned, been removed or not been re-appointed during the period covered by the historical financial information, details if material.

3A.3 RISK FACTORS Item 3.1

Annex XI 3A.3.1 Prominent disclosure of risk factors that may affect the issuer’s ability to

fulfil its obligations under the securities to investors in a section headed "Risk Factors".

3A.4 INFORMATION ABOUT THE ISSUER Item 4.1 Annex XI

3A.4.1 History and development of the issuer (a) the legal and commercial name of the issuer;

(b) the place of registration of the issuer and its registration number;

(c) the date of incorporation and the length of life of the issuer, except where indefinite;



(d) the domicile and legal form of the issuer, the legislation under which the issuer operates, its country of incorporation, and the address and telephone number of its registered office (or principal place of business if different from its registered office); and

(e) any recent events particular to the issuer which are to a material extent relevant to the evaluation of the issuer’s solvency.

3A.5 BUSINESS OVERVIEW 3A.5.1 Principal activities

Item 5.1 Annex XI

(a) A brief description of the issuer’s principal activities stating the main categories of products sold and/or services performed; and

(b) An indication of any significant new products and/or activities.

(c) Principal markets:

a brief description of the principal markets in which the issuer competes.

(d) The basis for any statements in the registration document made by the issuer regarding its competitive position.

3A.6 ORGANISATIONAL STRUCTURE Item 6.1 Annex XI

3A.6.1 If the issuer is part of a group, a brief description of the group and of the issuer's position within it.

Item 6.2 Annex XI

3A.6.2 If the issuer is dependent upon other entities within the group, this must be clearly stated together with an explanation of this dependence.

3A.7 TREND INFORMATION Item 7.1 Annex XI

3A.7.1 Include a statement that there has been no material adverse change in the prospects of the issuer since the date of its last published audited financial statements.

In the event that the issuer is unable to make such a statement, provide details of this material adverse change.

Item 7.2 Annex XI

3A.7.2 Information on any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the issuer's prospects for at least the current financial year.

3A.8 PROFIT FORECASTS OR ESTIMATES If an issuer chooses to include a profit forecast or a profit estimate the registration document must contain the information items 3A.8.1 and 3A.8.2:

Item 8.1 Annex XI

3A.8.1 A statement setting out the principal assumptions upon which the issuer has based its forecast, or estimate.

There must be a clear distinction between assumptions about factors which the members of the administrative, management or supervisory bodies can influence and assumptions about factors which are exclusively outside the influence of the members of the administrative, management or supervisory bodies; be readily understandable by



investors; be specific and precise; and not relate to the general accuracy of the estimates underlying the forecast.

Item 8.2 Annex XI

3A.8.2 A report prepared by independent accountants or auditors stating that in the opinion of the independent accountants or auditors the forecast or estimate has been properly compiled on the basis stated and that the basis of accounting used for the profit forecast or estimate is consistent with the accounting policies of the issuer.

Item 8.3 Annex XI

3A.8.3 The profit forecast or estimate must be prepared on a basis comparable with the historical financial information.

3A.9 ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES

Item 9.1 Annex XI

3A.9.1 Names, business addresses and functions in the issuer of the following persons, and an indication of the principal activities performed by them outside the issuer where these are significant with respect to that issuer:

(a) members of the administrative, management or supervisory bodies; and

(b) partners with unlimited liability, in the case of a limited partnership with a share capital.

Item 9.2 Annex XI

3A.9.2 Administrative, Management, and Supervisory bodies conflicts of interests

Potential conflicts of interests between any duties to the issuing entity of the persons referred to in item 3A.9.1 and their private interests and/or other duties must be clearly stated. In the event that there are no such conflicts, make a statement to that effect.

3A.10 MAJOR SHAREHOLDERS Item 10.1 Annex XI

3A.10.1 To the extent known to the issuer, state whether the issuer is directly or indirectly owned or controlled and by whom, and describe the nature of such control, and describe the measures in place to ensure that such control is not abused.

Item 10.2 Annex XI

3A.10.2 A description of any arrangements, known to the issuer, the operation of which may at a subsequent date result in a change in control of the issuer.

3A.11 FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES

3A.11.1 Historical Financial Information

Item 11.1 Annex XI

Audited historical financial information covering the latest 2 financial years (or such shorter period that the issuer has been in operation), and the audit report in respect of each year. Such financial information must be prepared according to Regulation (EC) No 1606/2002, or if not applicable to a Member State’s national accounting standards for issuers from the Community. For third country issuers, such financial information



must be prepared according to the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 or to a third country’s national accounting standards equivalent to these standards. If such financial information is not equivalent to these standards, it must be presented in the form of restated financial statements.

The most recent year's audited historical financial information must be presented and prepared in a form consistent with that which will be adopted in the issuer’s next published annual financial statements having regard to accounting standards and policies and legislation applicable to such annual financial statements. If the issuer has been operating in its current sphere of economic activity for less than one year, the audited historical financial information covering that period must be prepared in accordance with the standards applicable to annual financial statements under Regulation (EC) No 1606/2002, or if not applicable to a Member State national accounting standards where the issuer is an issuer from the Community. For third country issuers, the historical financial information must be prepared according to the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 or to a third country’s national accounting standards equivalent to these standards. This historical financial information must be audited. If the audited financial information is prepared according to national accounting standards, the financial information required under this heading must include at least the following:


(b) the income statement;

(c) in the case of an admission of securities to trading on a regulated market only, a cash flow statement; and

(d) the accounting policies and explanatory notes.

The historical annual financial information must be independently audited or reported on as to whether or not, for the purposes of the registration document, it gives a true and fair view, in accordance with auditing standards applicable in a Member State or an equivalent standard.

3A.11.2.Financial statements If the issuer prepares both own and consolidated financial statements, include at least the consolidated financial statements in the registration document.

Item 11.2 Annex XI

Item 11.3 Annex XI

3A.11.3 Auditing of historical annual financial information (a) A statement that the historical financial information has been

audited. If audit reports on the historical financial information have been refused by the statutory auditors or if they contain



qualifications or disclaimers, such refusal or such qualifications or disclaimers must be reproduced in full and the reasons given.

(b) An indication of other information in the registration document which has been audited by the auditors.

(c) Where financial data in the registration document is not extracted from the issuer's audited financial statements state the source of the data and state that the data is unaudited.

Item 11.4 Annex XI

3A.11.4 Age of latest financial information The last year of audited financial information may not be older than 18 months from the date of the registration document.

Item 11.5 Annex XI

3A.11.5 Interim and other financial information (a) If the issuer has published quarterly or half yearly financial

information since the date of its last audited financial statements, these must be included in the registration document. If the quarterly or half yearly financial information has been reviewed or audited the audit or review report must also be included. If the quarterly or half yearly financial information is unaudited or has not been reviewed state that fact.

(b) If the registration document is dated more than nine months after the end of the last audited financial year, it must contain interim financial information, covering at least the first six months of the financial year. If the interim financial information is unaudited state that fact.

The interim financial information must include comparative statements for the same period in the prior financial year, except that the requirement for comparative balance sheet information may be satisfied by presenting the years end balance sheet.

Item 11.6 Annex XI

3A.11.6 Legal and arbitration proceedings Information on any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the issuer is aware), during a period covering at least the previous 12 months which may have, or have had in the recent past, significant effects on the issuer and/or group's financial position or profitability, or provide an appropriate negative statement.

Item 11.7 Annex XI

3A.11.7 Significant change in the issuer’s financial position A description of any significant change in the financial position of the group which has occurred since the end of the last financial period for which either audited financial information or interim financial information have been published, or an appropriate negative statement.



3A.12 MATERIAL CONTRACTS Item 12 Annex XI

A brief summary of all material contracts that are not entered into in the ordinary course of the issuer's business, which could result in any group member being under an obligation or entitlement that is material to the issuer’s ability to meet its obligation to security holders in respect of the securities being issued.

3A.13 THIRD PARTY INFORMATION AND STATEMENT BY EXPERTS AND DECLARATIONS OF ANY INTEREST

Item 13.1 Annex XI

3A.13.1 Where a statement or report attributed to a person as an expert is included in the registration document, provide such person’s name, business address, qualifications and material interest if any in the issuer. If the report has been produced at the issuer’s request a statement to that effect that such statement or report is included, in the form and context in which it is included, with the consent of that person who has authorised the contents of that part of the registration document.

Item 13.2 Annex XI

3A.13.2 Where information has been sourced from a third party, provide a confirmation that this information has been accurately reproduced and that as far as the issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. In addition, the issuer shall identify the source(s) of the information.

3A.14 DOCUMENTS ON DISPLAY Item 14 Annex XI

3A.14.1 A statement that for the life of the registration document the following documents (or copies thereof), where applicable, may be inspected:

(a) the memorandum and articles of association of the issuer;

(b) all reports, letters, and other documents, historical financial information, valuations and statements prepared by any expert at the issuer's request any part of which is included or referred to in the registration document;

(c) the historical financial information of the issuer or, in the case of a group, the historical financial information of the issuer and its subsidiary undertakings for each of the two financial years preceding the publication of the registration document.




Appendix 3 Disclosure Requirements for Public International Bodies or where Securities are Guaranteed by a member state of the OECD The following information must be included in the registration document (instead of that required under Section 3A) where the issuer is a Public International Body or where the debt securities are unconditionally and irrevocably guaranteed by a member state of the OECD. These requirements are extracted from Annex XVII of the Prospectus Regulation.

3A.1 PERSONS RESPONSIBLE Item 1.1 Annex XVII

3A.1.1 All persons responsible for the information given in the Registration Document and, as the case may be, for certain parts of it, with, in the latter case, an indication of such parts. In the case of natural persons including members of the issuer’s administrative, management or supervisory bodies indicate the name and function of the person; in case of legal persons indicate the name and registered office.

Item 1.2 Annex XVII

3A.1.2 A declaration by those responsible for the Registration Document, that, having taken all reasonable care to ensure that such is the case, the information contained in the Registration Document is, to the best of their knowledge, in accordance with the facts and contains no omission likely to materially affect its import. As the case may be, declaration by those responsible for certain parts of the registration document that, having taken all reasonable care to ensure that such is the case the information contained in the part of the registration document for which they are responsible is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import.

3A.2 RISK FACTORS Item 2 Annex XVII

3A.2.1 Prominent disclosure of risk factors that may affect the issuer’s ability to fulfil its obligations under the securities to investors in a section headed “Risk Factors”.

3A.3 INFORMATION ABOUT THE ISSUER Item 3.1 Annex XVII

3A.3.1 The legal name of the issuer and a brief description of the issuer’s legal status;

Item 3.2 Annex XVII

3A.3.2 The location of the principal office and the legal form of the issuer and its contact address and telephone number;

Item 3.3 Annex XVII

3A.3.3 Details of the governing body of the issuer and a description of its governance arrangements, if any;

Item 3.4 Annex XVII

3A.3.4 A brief description of the issuer’s purpose and functions;



Item 3.5 Annex XVII

3A.3.5 The sources of funding, guarantees and other obligations owed to the issuer by its members;

Item 3.6 Annex XVII

3A.3.6 Any recent events relevant to the evaluation of the issuer’s solvency;

Item 3.7 Annex XVII

3A.3.7 A list of the issuer’s members.

3A.4 FINANCIAL INFORMATION Item 4.1

Annex XVII 3A.4.1 The two most recently published audited annual financial statements

prepared in accordance with the accounting and auditing principles adopted by the issuer, and a brief description of those accounting and auditing principles.

Details of any significant changes to the issuer’s financial position which has occurred since the end of the latest published audited annual financial statement, or an appropriate negative statement.

3A.5 LEGAL AND ARBITRATION PROCEEDINGS Item 5.1 Annex XVII

3A.5.1 Information on any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the issuer is aware), during a period covering at least the previous 12 months which are likely to have, or have had in the recent past, significant effects on the issuer’s financial position, or provide an appropriate negative statement.

Item 5.2 Annex XVII

3A.5.2 Information on any immunity the issuer may have from legal proceedings pursuant to its constituent document.

3A.6 STATEMENTS BY EXPERTS AND DECLARATION OF ANY INTERESTS

Item 6 Annex XVII

3A.6.1 Where a statement or report attributed to a person as an expert is included in the registration document, provide such person’s name, business address and qualifications. If the report has been produced at the issuer’s request a statement to that effect, that such statement or report is included, in the form and context in which it is included, with the consent of that person.

To the extent known to the issuer, provide information in respect of any conflict of interests relating to such expert which may have an effect on the independence of the expert in the preparation of the report.

3A.7 DOCUMENTS ON DISPLAY Item 7 Annex XVII

3A.7.1 A statement that for the life of the Registration Document the following documents (or copies thereof), where applicable, will be made available on request:

a) annual and audit reports of the issuer for each of the last two financial years prepared in accordance with the accounting and auditing principles adopted by the issuer;



b) all reports, letters, and other documents, valuations and statements prepared by any expert at the issuer’s request any part of which is included or referred to in the registration document;

c) the issuer’s constituent document.




Appendix 4 Disclosure Requirements for Securities issued by Member States, third countries and their regional and local authorities The following information must be included in the registration document (instead of that required under Section 3A) where the issuer is a Member State, a third country and their regional and local authorities (unless such issuer is exempt from the Prospectus Directive regime). These requirements are extracted from Annex XVI of the Prospectus Regulation.

3A.1 PERSONS RESPONSIBLE Item 1.1 Annex XVI

3A.1.1 All persons responsible for the information given in the Registration Document and, as the case may be, for certain parts of it, with, in the latter case, an indication of such parts. In the case of natural persons including members of the issuer's administrative, management or supervisory bodies indicate the name and function of the person; in case of legal persons indicate the name and registered office.

Item 1.2 Annex XVI

3A.1.2 A declaration by those responsible for the Registration Document that, having taken all reasonable care to ensure that such is the case, the information contained in the registration document is, to the best of their knowledge in accordance with the facts and contains no omission likely to affect its import. As the case may be, declaration by those responsible for certain parts of the registration document that, having taken all reasonable care to ensure that such is the case the information contained in the part of the registration document for which they are responsible is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import.

3A.2 RISK FACTORS Item 2 Annex XVI

3A.2.1 Prominent disclosure of risk factors that may affect the issuer’s ability to fulfil its obligations under the securities to investors in a section headed “Risk Factors”.

3A.3 INFORMATION ABOUT THE ISSUER Item 3.1 Annex XVI

3A.3.1 The legal name of the issuer and a brief description of the issuer’s position within the national governmental framework.

Item 3.2 Annex XVI

3A.3.2 The domicile or geographical location and legal form of the issuer and its contact address and telephone number.

Item 3.3 Annex XVI

3A.3.3 Any recent events relevant to the evaluation of the issuer’s solvency.

Item 3.4 Annex XVI

3A.3.4 A description of the issuer’s economy including.:



(a) the structure of the economy with details of the main sectors of the economy;

(b) gross domestic product with a breakdown by the issuer’s economic sectors over for the previous two fiscal years.

Item 3.5 Annex XVI

3A.3.5 A general description of the issuer’s political system and government including details of the governing body of the issuer.

3A.4 PUBLIC FINANCE AND TRADE Item 4 Annex XVI

Information on the following for the two fiscal years prior to the date of the registration document:

(a) the tax and budgetary systems;

(b) gross public debt including a summary of the debt, the maturity structure of outstanding debt (particularly noting debt with a residual maturity of less than one year) and debt payment record, and of the parts of debt denominated in the domestic currency of the issuer and in foreign currencies;

(c) foreign trade and balance of payment figures;

(d) foreign exchange reserves including any potential encumbrances to such foreign exchange reserves as forward contracts or derivatives;

(e) financial position and resources including liquid deposits available in domestic currency; and

(f) income and expenditure figures.

Description of any auditing or independent review procedures on the accounts of the issuer.

3A.5 SIGNIFICANT CHANGE Item 5.1 Annex XVI

Details of any significant changes to the information provided pursuant to item 3A.4 which have occurred since the end of the last fiscal year, or an appropriate negative statement.

3A.6 LEGAL AND ARBITRATION PROCEEDINGS Item 6 Annex XVI

3A.6.1 Information on any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the issuer is aware), during a period covering at least the previous 12 months which may have, or have had in the recent past, significant effects on the issuer financial position, or provide an appropriate negative statement.

Item 6.2 Annex XVI

3A.6.2 Information on any immunity the issuer may have from legal proceedings.

3A.7 STATEMENTS BY EXPERTS AND DECLARATIONS OF ANY INTEREST

Item 7 Annex XVI

Where a statement or report attributed to a person as an expert is included in the registration document, provide such person’s name, business address and qualifications. If the report has been produced at



the issuer’s request a statement to that effect, that such statement or report is included, in the form and context in which it is included, with the consent of that person, who has authorised the contents of that part of the registration document.

To the extent known to the issuer, provide information in respect of any interest relating to such expert which may have an effect on the independence of the expert in the preparation of the report.

3A.8 DOCUMENTS ON DISPLAY Item 8 Annex XVI

A statement that for the life of the registration document the following documents (or copies thereof), where applicable, may be inspected:

(a) financial and audit reports for the issuer covering the last two fiscal years and the budget for the current fiscal year;

(b) all reports, letters, and other documents, valuations and statements prepared by any expert at the issuer's request any part of which is included or referred to in the registration document.




Appendix 5 Disclosure Requirements for Guarantees These requirements are extracted from Annex VI of the Prospectus Regulation.

1. Nature of the guarantee

A description of any arrangement intended to ensure that any obligation material to the issue will be duly serviced, whether in the form of guarantee, surety, Keep well Agreement, Mono-line Insurance policy or other equivalent commitment (hereafter referred to generically as “guarantees” and their provider as “guarantor” for convenience).

Item 1 Annex VI

Without prejudice to the generality of the foregoing, such arrangements encompass commitments to ensure obligations to repay debt securities and/or the payment of interest and the description shall set out how the arrangement is intended to ensure that the guaranteed payments will be duly serviced.

2. Scope of the guarantee

Details shall be disclosed about the terms and conditions and scope of the guarantee. Without prejudice to the generality of the foregoing, these details should cover any conditionality on the application of the guarantee in the event of any default under the terms of the security and the material terms of any Mono-line Insurance or Keep well Agreement between the issuer and the guarantor. Details must also be disclosed of any guarantor’s power of veto in relation to changes to the security holder’s rights, such as is often found in Mono-line Insurance.

Item 2 Annex VI

3. Information to be disclosed about the guarantor

The guarantor must disclose information about itself as if it were the issuer of that same type of security that is the subject of the guarantee.

Item 3 Annex VI

4. Documents on display

Item 4 Annex VI Indication of the places where the public may have access to the material contracts and other documents relating to the guarantee.



Appendix 6 Debt Securities Admission Application



Appendix 7 Listing Agent Declaration



Appendix 8 ISE Fee Structure for the Listing and Admission to Trading of Debt Securities

NON PROGRAMME DOCUMENTS • €2000 document review fee5.

• €2000 annual fee – with the option to pay on an annual or upfront basis. Upfront payments can avail of a once off fee of €10,000.

• €500 tranche fee – applied to the first tranche of an application for listing e.g. Class A.

• €250 tranche fee – applied to all subsequent tranches in the same listing e.g. Class B, Class C and Class D etc.

• €532.4 formal notice fee for an EU issuer6 or €440 formal notice fee for a non EU issuer.

PROGRAMME DOCUMENTS • €2000 document review fee.

• €1500 per document – for all subsequent documents / supplements submitted to the ISE under the programme that require approval7.

• €2000 annual fee – applied at programme level. Option to pay on an annual or upfront basis. Upfront payments can avail of a once off fee of €10,000.

• €500 tranche fee – applied to the first tranche of each Series to be listed.

• €250 tranche fee – applied to further tranches of each Series to be listed.

• €500 tranche fee applied for each Final Terms listed.

• €532.4 formal notice fee for an EU issuer6 or €440 formal notice fee for a non EU issuer.

SUPPLEMENT • €1500 fee except in the case where the supplement is filing financials

where a €750 fee will apply.

5 Applies irrespective of whether the document is a prospectus or listing particulars. Where

the document is a ‘prospectus’, €1,800 of the fee relates to prospectus approval by the Irish Competent Authority and is collected by the ISE for and on behalf of the Irish Competent Authority.

6 Where a non-Irish EU Issuer is VAT registered, they are not liable to pay VAT on the formal notice, provided they submit their VAT registration number to the ISE.

7 Where the document is a ‘prospectus’, €1,200 of the fee related to prospectus approval by the Irish Competent Authority and is collected by the ISE for and on behalf of the Irish Competent Authority.



Appendix 9 Extract from Transparency Rules The following requirements are derived from Section 6 of the Transparency Rules of the Irish Competent Authority.

CONTENT OF MANAGEMENT REPORT Transparency Rule 6.1

The annual management report must contain:

1. a fair review of the issuer’s business; and

2. a description of the principal risks and uncertainties facing the issuer.

The review required by 1 above must:

(a) be a balanced and comprehensive analysis of:

(i) the development and performance of the issuer’s business during the financial year; and

(ii) the position of the issuer’s business at the end of that year, consistent with the size and complexity of the business;

(b) include, to the extent necessary for an understanding of the development, performance or position of the issuer’s business:

(i) analysis using financial key performance indicators (i.e. factors by reference to which the development, performance or position of the issuer’s business can be measured effectively); and

(ii) where appropriate, analysis using other key performance indicators including information relating to environmental matters and employee matters; and

(c) include references to, and additional explanations of, amounts included in the issuer’s annual financial statements, where appropriate.

The management report must also give an indication of:

(a) any important events that have occurred since the end of the financial year;

(b) the issuer's likely future development;

(c) activities in the field of research and development;

(d) the information concerning acquisitions of own shares prescribed by Article 22 (2) of Directive 77/91/EEC;

(e) the existence of branches of the issuer; and

(f) in relation to the issuer's use of financial instruments and where material for the assessment of its assets, liabilities, financial position and profit or loss:



(i) the issuer's financial risk management objectives and policies, including its policy for hedging each major type of forecasted transaction for which hedge accounting is used; and

(ii) the issuer's exposure to price risk, credit risk, liquidity risk and cash flow risk.

ACCOUNTING POLICIES AND PRESENTATION APPLIED TO HALF-YEARLY FIGURES

Transparency Rule 6.2

The accounting policies and presentation applied to half-yearly figures must be consistent with those applied in the latest published annual accounts except where:

1. the accounting policies and presentation are to be changed in the subsequent annual financial statements, in which case the new accounting policies and presentation should be followed and the changes and the reasons for the changes should be disclosed in the half-yearly report; or

2. the Irish Competent Authority otherwise agrees.

CHANGE IN ACCOUNTING DATE Transparency Rule 6.3

1. An issuer must notify a RIS as soon as possible of:

(a) any change in its accounting reference date; and

(b) the new accounting reference date.

2. A listed company must prepare and publish a second interim report in accordance with Transparency Regulation 6 if the effect of the change in the accounting reference date is to extend the accounting period to more than 14 months.

3. The second interim report must be prepared and published in respect of either:

(a) the period up to the old accounting reference date; or

(b) the period up to a date not more than six months prior to the new accounting reference date.



Guidelines Debt Securities

Documents

Transcript of Guidelines Debt Securities