Decree of the Ministry of Finance No. 82 / 2001 Coll.
Ordinance of the Ministry of Finance laying down the minimum requirements for the prospectus of a security and a narrower prospectus of a security
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82
DECLARATION
Ministry of Finance
of 7 February 2001
laying down the minimum requirements for the prospectus of the security and the narrower prospectus of the security
The Ministry of Finance provides, pursuant to § 75 paragraph 1 and § 78e paragraph 4 of Act No. 591 / 1992 Coll., on Securities, as amended by Act No. 362 / 2000 Coll.:
MINIMUM OBLIGATIONS OF THE PRICE PAPER
The content of the prospectus of the security (1) (hereinafter referred to as the prospectus) shall consist of data on the persons responsible for the prospectus and the verification of the accounts, information on the securities and data on the issuer.
Information on persons responsible for the prospectus and verification of accounts
The data relating to the persons responsible for the prospectus and the verification of the accounts shall in particular:
(a) the name and surname, birth number, if assigned, residence or place of business, and the function of the natural persons responsible for the prospectus; where that person is in employment or similar relationship with a legal person, his or her function shall be indicated with that legal person, indicating the trading firm or name, the identification number, if assigned, and the registered office of the legal person; for a person who is responsible for only part of the prospectus, the part for which that person is responsible shall be indicated;
(b) the name and surname, the birth number, where the audit firm has been assigned, resident or place of business, and the firm or the name and registered office of the audit firm which has verified the issuer's financial statements for the last three financial years; the data shall be included in the list of auditors or the list of audit firms maintained by the Chamber of Auditors of the Czech Republic or a similar list; where the auditor has issued a statement other than "unqualified ', the prospectus shall be accompanied by an audit report; where other parts of the prospectus have also been verified by the auditor, that fact shall also be stated;
(c) an affidavit and signatures of the persons referred to in (a) that the information given in the prospectus or part thereof corresponds to the facts and no material circumstances which could affect the precise and correct assessment of the issuer and securities issued by it have been omitted;
(d) the statements and signatures of the persons referred to in point (a) that the accounts for the last three financial years have been audited by the auditor and that the audit opinion given in the prospectus corresponds to the facts.
Securities data
Data relating to all securities
(1) Data on securities for which a prospectus is drawn up are in particular:
(a) an indication of the legal basis for the issue of securities,
(b) the type, form, form, form, number of securities, coupons attached, identification mark according to the international numbering system for the identification of securities, 2) the total nominal value of the issue and the nominal value of the security;
(c) the method of taxing the proceeds of securities in the State of the issuer's registered office and, where appropriate, in the State in which securities are to be admitted to trading on the public market; where the issuer is a tax payer deducted from the proceeds of securities, the prospectus shall state this fact;
(d) how securities are transferred; where their transferability is limited, an indication of how it is limited,
(e) the names of the public markets in which admission to trading has been or will be requested; indicate also whether the application concerns the whole or part of the issue and the size of that part,
(f) the names of the foreign public markets in which securities are already admitted to trading;
(g) the name and registered office of the bank or financial institution, (3) through which the holders of securities may exercise their property rights relating to the securities, in particular through which the securities will be remunerated;
(h) the identification of each part of the issue if the issue is to be issued or placed in several States and the individual parts are intended for some of them;
(i) the method of paying the emission rate or purchase price;
(j) the manner in which the right to exchange for a security or a preferred right to subscribe to securities and the treatment of rights which have not been exercised;
(k) an indication of the places where securities may be subscribed by the public, indicating the deadline for subscription or purchase of securities, including the possibility of ending early subscription or shortening the subscription; This does not apply to bonds issued continuously,
(l) a description of the paper securities and how they are transferred to the transferee;
(m) the possibility of issuing provisional sheets or similar securities;
(n) the trading firm or the name or name, registered office or place of residence and the activity of persons who have subscribed or subscribed to the full issue of securities or guaranteed the subscription of such an issue; if the subscription does not cover the entire issue, an indication of the part of the issue that has not been subscribed shall be given,
(o) the net return on the issue to the issuer, together with an indication of the purpose of the use so obtained; This does not apply to bonds issued on an ongoing basis.
(2) The prospectus of shares shall state the information referred to in points (h) to (n) of paragraph 1 only in cases where their issue and location take place at the same time as their admission to trading on the public market or have taken place less than 12 months before that date.
(3) The prospectus of the bonds shall state the information referred to in points (i) to (k) and (n) of paragraph 1 only where their issue and location take place at the same time as their admission to trading on the public market or have taken place less than three months before their admission to trading on the public market.
Other information on shares
(1) In addition to the information referred to in Article 3, the prospectus shall specify in particular:
(a) whether the shares to be admitted to trading on the public market are placed between the public or are to be placed among the public via the public market;
(b) the characteristics of the shares and a precise description of the type of shares;
(c) in the case of shares issued in connection with the merger, merger or division of a company, the transfer of an undertaking or part thereof, the offer of take-over or, in the case of shares which may be issued as consideration of non-cash deposits, the indication of the place where the documents containing the conditions of those operations may be consulted;
(d) a full description of all rights deriving from the share, in particular the scope of voting rights, profit participation rights, the balance of liquidation and any priority rights;
(e) the creation of the dividend right and the deadline for its payment; the name of the person to whom the dividend is transferred in the event of non-application by the shareholder,
(f) the emission rate or purchase price; if not known, the method and time limit for their determination shall be indicated; the total nominal value of the issue, the share premium, indicating all costs incurred and charged to subscribers or buyers, in the case of shares not fully paid up, the details of their repayment,
(g) information on the right to a preferential subscription of existing shareholders and on the limitation or exclusion of that right, stating the reasons and, where appropriate, persons for whom the preferential right to the subscription has been restricted or excluded; in the event of limitation or exclusion of the priority right of subscription, the issue rate shall be justified when issuing shares against cash deposits;
(h) the number of shares placed between the public with an indication of the share capital attributable to them, or a distinction by type of share,
(i) the total cost of the issue or its estimate in proportion to one share; the remuneration, remuneration or commission paid to persons involved in the issue must be shown separately for each such person,
(j) the number of shares to be admitted to trading on the public market, their nominal value or their total nominal value of the issue and, where applicable, the emission rate;
(k) the date on which shares are to be admitted to trading on the public market, if known;
(l) the public offer of the shares of the issuer made by third parties and the public offer of shares of other companies made by the issuer made in the current or previous financial year, together with an indication of the price and other terms and conditions of the offer and the result thereof,
(m) the number and characteristics of the shares of the same issuer whose shares are to be admitted to trading on the public market if those shares are to be publicly or unpublicly subscribed or placed at the same time as the shares are to be admitted to trading on the public market, together with the details of such subscription or placement.
(2) The information referred to in paragraph 1 (g) to (i) shall be given only if the issue, subscription or placement of shares takes place at the same time as their admission to trading on the public market or has taken place less than 12 months before admission to trading on the public market.
Other data on bonds
In addition to the information referred to in Article 3, the prospectus shall specify in particular:
(a) the type, number and numerical denomination of the bonds;
(b) the emission rate, the price at which the bonds will be repaid and the nominal interest rate or other yield and the method of calculating it; where a floating interest rate is assumed, the conditions for the change in the interest rate shall be indicated;
(c) the conditions for granting further advantages and the method of calculating them;
(d) the method and procedure for the repayment of bonds;
(e) the currency to which the bonds are denominated, the choice of the currency; if the bonds are denominated in a unit of account, their contractual arrangements shall be indicated;
(f) the maturity date of the bonds, indicating any instalments before the maturity date;
(g) the beginning of the interest on bonds and the maturity dates of interest or other income;
(h) time limits for the submission of bonds and coupons and limitation periods for claims for payment of interest or other income and for repayment of the bond;
(i) the date and place of exercise of the right to yield;
(j) the manner and extent of liability by a third party for the repayment and payment of interest on bonds, indicating the places on which contracts or guarantee declarations may be consulted;
(k) the manner in which the joint representative of the meeting of the holders of the bonds, his name and function or the name and registered office, powers and authorisations, together with an adjustment to the possibility of its exchange and an indication of the places on which the relevant contracts or other documents relating to its provisions may be consulted;
(l) the order of the right to be satisfied on bonds in relation to other existing or future obligations of the issuer;
(m) the legal order and the law under which the bonds are issued, the applicable law and the court competent to settle disputes.
Issuer data
Basic information
In particular, the basic data on the issuer shall be:
(a) the trading firm or the name, registered office and identification number of the issuer, if assigned;
(b) the date of establishment and the time on which the issuer was based if it was based on a fixed term;
(c) the legal order and legislation under which the issuer was established and the legal form of the issuer under that legislation;
(d) the subject matter of the issuer's business as defined in the social agreement or statutes, with reference to the relevant provisions of the social agreement or statutes;
(e) the registered court or, where appropriate, another authority authorised to maintain the commercial register and the number under which the issuer is registered with that court or other authority;
(f) the places where all the documents and materials listed in the prospectus relating to the issuer are available for inspection.
Capital data
(1) The data on the capital of the issuer are in particular:
(a) the amount of the subscribed capital, the number and type of participating securities (4) or the shares in which the capital is distributed, a description of their main characteristics, an indication of the outstanding amount of the capital, indicating the number and type of participating securities or shares, or the total nominal value and type of unpaid participating securities or shares, broken down by the extent to which they have not been repaid;
(b) the nominal value of securities issued which justify the exercise of the right of exchange for other participating securities or of a preferential subscription to other participating securities, specifying the conditions and procedure for the exercise of that right;
(c) a description of the group structure, (5) if the issuer is part of the group and the position the issuer occupies in such a group;
(d) the number, the book value and the nominal value of the own participating securities acquired and held by the issuer or the person to whom the issuer has a direct or indirect interest in excess of 50% of the capital or voting rights, unless those participating securities are shown under a separate balance sheet item; in the bond prospectus, the information on own participating securities shall be provided only if those participating securities represent more than 5% of the issuer's capital.
(2) In addition to the information referred to in paragraph 1, the prospectus of shares shall, in particular:
(a) the nominal value of the capital increase authorised or conditional and, where applicable, the time limit for its increase, the range of persons entitled to exchange securities for shares or preference shares, and the conditions and procedure for issuing new shares;
(b) the number and main characteristics of the shares which do not constitute a share of the capital;
(c) the conditions laid down in the instruments of incorporation for changes in the amount of the capital and rights deriving from each type of share, if they are more stringent than those laid down by law;
(d) a summary description of the operations in which the share capital or the number or type of shares to which it is broken down has changed during the previous three years;
(e) persons who control or might control the issuer, if known, with details of the amount of the share which entitles them to vote;
(f) persons whose direct or indirect share of the capital or voting rights of the issuer is at least 5% if they are known to the issuer.
Activity data
(1) The information on the issuer's activities is in particular:
(a) details of the main areas of activity of the issuer, indicating the main types of goods and services; new significant products and activities shall be reported separately;
(b) sales data for the last three financial years or for the last two financial years where bonds are to be admitted to trading on the public market; if shares are to be admitted to trading on the public market, sales shall be distinguished by types of activity and markets in different geographical areas where such types or markets have significant differences in terms of how products or services are sold by the issuer;
(c) the registered office of the organisational component of the issuer's undertaking which accounts for at least 10% of the total turnover or production or services provided by the issuer and a summary description of the property owned by the issuer;
(d) in the case of issuers active in the field of mining of mineral materials or oil, a description of the sites, an estimate of the economically available stocks, the estimated scope of the works, the duration and the main conditions of the production authorisation and the conditions of its economic use and the state of the actual progress of the works;
(e) any exceptional facts and events affecting the data referred to in points (a) to (d);
(f) details of the issuer's dependence on patents or licences, industrial, commercial or financial contracts or new production processes, if they are essential for the business or profitability of the issuer;
(g) particulars of judicial, administrative or arbitral proceedings conducted during the current accounting year and of the two preceding accounting periods which have or may have a significant influence on the financial situation of the issuer;
(h) figures on the main investments made in the current financial year and the three preceding financial years, including financial investments, in particular investments in shares and bonds of other issuers;
(i) details of the main investments made, with the exception of financial investments, with a geographical distinction between their location (domestic, foreign) and the way in which they are financed (own resources, external resources);
(j) data on major future investments except financial investments.
(2) In addition to the information referred to in paragraph 1, the prospectus of shares shall, in particular:
(a) information on the research or development policy of new products or processes for the last three financial years, if relevant;
(b) information on interruptions in the business of the issuer which may or have had a significant influence on the issuer's financial position during the last three financial years;
(c) data on the average number of employees broken down by type of business of the issuer and changes in the number of employees in the preceding three financial years, if relevant.
Data on assets, liabilities, financial situation, profits and losses
(1) The data on assets and liabilities, financial situation and profits and losses of the issuer are in particular:
(a) financial statements to the extent of the balance sheet and profit and loss account in the form of a correlation table for the last three financial years or for the last two financial years, where bonds are to be admitted to trading on the public market, and annexes for the last financial year;
(b) an overview of changes in equity in the form of a correlation table for the last three financial years.
(2) In addition to the information referred to in paragraph 1, the prospectus of shares shall, in particular:
(a) the result (profit, loss) after tax on the issuer's normal activities per share over the last three financial years;
(b) the amount of the dividend per share for the last three financial years.
(3) In addition to the information referred to in paragraph 1, the prospectus shall include in particular:
(a) the latest data on the total amount of outstanding loans received by the issuer, broken down into secured and unsecured loans and the way in which they are secured, the date on which the figure is valid;
(b) details of the total amount of all loans received by the issuer and other obligations of the issuer, broken down into secured and unsecured loans and liabilities and the manner in which they are secured, the date on which the information is valid;
(c) the collateral provided by the issuer.
Where the issuer draws up consolidated financial statements, the liabilities within the consolidation unit shall not be taken into account; where necessary, this shall be indicated in the prospectus. Where appropriate, the prospectus shall specify that the issuer has not accepted any loans or loans or that it has no obligations.
(4) An issuer which draws up only consolidated financial statements shall include a consolidated financial statement in the prospectus. The issuer drawing up the financial statements and consolidated financial statements shall indicate both, unless the Securities Commission (hereinafter referred to as "the Commission ') allows the issuer to include only one of them at the request of the issuer, provided that the prospectus does not contain any material additional information.
(5) The information referred to in paragraph 2 (a) shall be provided where the issuer provides financial statements in the prospectus. The issuer, which lists only consolidated financial statements in the prospectus, shall indicate only the consolidated result that has been allocated to one share in the last three financial years. The issuer, which also lists consolidated financial statements in the prospectus, shall also indicate the consolidated result, which has been allocated to one share in the last three financial years.
(6) The issuer for which changes in the number of shares have taken place in the data referred to in paragraph 2 (a) during the last three financial years, in particular because of a reduction or increase in the share capital or a merger or split-up of shares, (6) shall adjust those data in such a way that a comparison can be made. The method of adjustment (conversion formula) shall be indicated in the prospectus.
(7) The period between the balance sheet date on which the last published accounts referred to in paragraph 1 (a) or paragraph 4 were drawn up and the date on which the application for the approval of the prospectus was submitted may not exceed 18 months. The Commission may, in exceptional cases, extend the period referred to in the first sentence accordingly. If the period referred to in the first sentence has exceeded nine months, the interim accounts shall be entered for the first six months of the current accounting year. If the interim accounts are not audited by the auditor, this shall be stated.
(8) For an issuer drawing up consolidated financial statements, the Commission shall decide, upon request, whether the interim financial statements referred to in paragraph 7 must be drawn up in a consolidated form.
(9) Any significant change that has occurred since the balance sheet date on which the last published financial statements referred to in paragraph 1 (a) or paragraph 4 were drawn up or the date on which the interim financial statements referred to in paragraph 7 were drawn up shall be specified in particular.
(10) An issuer who does not have its registered office in a Member State of the European Union or in another State constituting the European Economic Area and whose accounts do not comply with the accounting rules of the European Union and does not give a true and fair view of the assets and financial situation of the issuer shall give the information corresponding to those rules.
(11) If they are part of or information from the consolidated financial statements prospectus, they shall be disclosed:
(a) a detailed description of the consolidation methods used;
(b) trading firms or the names and registered offices of persons included in the consolidation unit where such data are relevant for the assessment of the issuer's assets and financial situation;
(c) for each of the persons referred to in (b), the aggregate amount of shares held by third parties where the accounts are fully consolidated or the ratio applicable to consolidation, where consolidation is carried out on a pro rata basis.
(12) The prospectus shall include details of each person in which the issuer has a direct or indirect interest of at least 10% of the issuer's equity capital or 10% of the issuer's net annual profit or loss. Where the issuer is part of a consolidation unit, the data shall be provided for each person in which the issuer has a direct or indirect interest of at least 10% of the consolidated equity capital or at least 10% of the consolidated net annual profit or loss of the consolidation unit. Each such person shall, in particular:
(a) the trading firm or the name, registered office and identification number, if any;
(b) the subject of business or other activity;
(c) the amount of the subscribed capital;
(d) the amount and types of provisions and the amount of profit or loss after tax in the last financial year, where such a person publishes the annual accounts;
(e) the amount of the issuer's share in the capital of such a person;
(f) any amount not yet paid in respect of the share referred to in (e);
(g) the amount of the return on the share referred to in point (e) in the last financial year.
(13) In addition to the information referred to in paragraph 1, the prospectus shall specify the book value of the shares referred to in paragraph 12 (e) held by the issuer and the amount of the issuer's claims and liabilities to each person referred to in paragraph 12.
(14) The prospectus of shares shall also specify persons who are not persons referred to in paragraph 12 and where the issuer has a direct or indirect interest of at least 10% of the capital or voting rights of such persons. Each person shall be identified as a trading firm or name, registered office, identification number, if any, and the amount of the issuer's participation, unless they are of negligible importance for the assessment of the shares to be admitted to trading on the public market.
(15) The data referred to in paragraphs 12 and 13 need not be included in the prospectus if the issuer proves that the respective holdings are held only for a transitional period. The particulars referred to in paragraph 13 need not be included in the prospectus further if the Commission has given its consent not to do so. The Commission shall give its consent if it finds that the absence of data will not be misled by the public.
(16) The issuer, which is part of the group, will also enter in the prospectus the information provided for in Sections 8 and 11 for the group. The Commission may, at the request of the issuer, give its consent to the disclosure of only the issuer's data or of only the group's data, provided that this does not lead to the disclosure of significant facts.
Data on statutory and supervisory bodies
(1) The data on the statutory and supervisory bodies of the issuer are in particular:
(a) the name and surname, birth number, if any, and residence of the statutory authorities or their members and members of the supervisory authorities, indicating their duties; where the statutory body or its member or member of the supervisory authority of the issuer is a legal person, its trading firm or name, registered office and identification number, if assigned;
(b) the main activities of the persons referred to in point (a) who are out of their activities for the issuer where such activities may be relevant for the assessment of the issuer.
(2) In addition to the information referred to in paragraph 1, the prospectus of shares shall, in particular:
(a) in the case of an issuer established less than five years ago, data on the founders of the issuer referred to in paragraph 1 (a);
(b) the aggregate amount of any kind of service provided to the statutory authorities or their members and members of the supervisory authorities of the issuer for the last financial year, in particular remuneration, salary or salary, royalties, profit participation, reimbursement of costs, premiums, commissions and benefits in kind; the aggregate amount for each institution and the types of performance,
(c) the aggregate amount of transactions provided to the statutory authorities or their members and members of the supervisory bodies of the issuer by persons who are in the same group with the issuer; the aggregate amount for each institution and the types of performance,
(d) the total number of participating securities held by the statutory authorities or their members and members of the supervisory authorities of the issuer and the options on the basis of which those persons may obtain the other participating securities of the issuer;
(e) the nature and extent of the participation of the statutory authorities or their members and members of the supervisory authorities of the issuer in transactions outside the scope of the issuer's business or in other transactions for an issuer which is unusual in terms of their form, nature, conditions or subject matter during the current and last completed financial year or from previous financial years, where such transactions have not yet been settled;
(f) the total amount of outstanding loans or loans granted by the issuer to the statutory authorities or their members and members of supervisory bodies, as well as any liability and other collateral or performance assumed by the issuer for such persons;
(g) information on the ability of employees to participate in the capital of the issuer.
Activity Development Data
In particular, data on the current development of the issuer's activities and other prospects are
(a) general data on trends in the issuer's activities from the balance sheet date of the last financial year for which the financial statements have been published, in particular the main current trends in production or services provided, sales, stock management and orders, and trends in the latest developments in costs and sales prices;
(b) details of the business prospects of the issuer at least until the end of the current accounting year.
Securities representing shares
(1) The data on the issuer of securities representing shares are in particular:
(a) the data referred to in Article 6 (a) to (c);
(b) the information referred to in Article 7 (1) (a);
(c) the information referred to in Article 11 (1);
(d) details of persons having more than 20% participation in the capital or voting rights of the issuer;
(e) the subject matter of the issuer's business; where the issuer carries out several types of activities, the brief characteristics of each of them shall be indicated;
(f) financial statements within the scope of the balance sheet, profit and loss accounts, annexes and an overview of changes in equity for the last financial year;
(g) interim accounts for the first six months of the current accounting year, where the period between the date on which the accounts were drawn up and the date on which the application for the approval of the prospectus was submitted is more than nine months; If the interim accounts are not audited by the auditor, that fact shall also be stated; where the issuer draws up consolidated financial statements, the Commission shall, upon request, decide whether the interim financial statements must be drawn up in a consolidated form;
(h) any significant change occurring from the balance sheet date on which the last published financial statements referred to in (f) were drawn up or from the date on which the interim financial statements referred to in (g) were drawn up.
(2) The data on securities representing shares are in particular:
(a) the information referred to in Article 3 (1) (a), (b), (d) and (e);
(b) the information referred to in Article 4 (1) (j) and (k);
(c) the law and the law under which the securities are issued, the applicable law and the court competent to settle disputes;
(d) information on the manner in which the rights relating to the represented shares are exercised, in particular the right to vote and the right to participate in the proceeds and the balance of liquidation (the conditions under which the issuer of securities representing shares may exercise such rights, the procedure for obtaining instructions from the holders of securities representing shares),
(e) the possibility and conditions for the exchange of securities representing shares for shares;
(f) ensuring the rights of holders of securities representing shares vis-à-vis their issuer;
(g) the amount of commission and the costs incurred by the issuer in relation to the issue of securities representing shares, the payment of coupons, the issue of additional securities representing shares and the exchange of securities representing shares for shares;
(h) the method of taxation and the amount of taxes and charges on securities representing shares to be borne by their owners;
(i) details of the payment of the issue rate or purchase price of securities representing shares, indicating the amount of commission and the costs to be borne by the subscriber or buyer.
List
The provisions applicable to the prospectus of shares shall apply to the minimum requirements of the prospectus of provisional certificates.
MINIMUM DUTIES FOR THE USE OF THE PRICE PAPER
The content of the narrower prospectus of the security (7) (hereinafter referred to as the "narrower prospectus') shall consist of the persons responsible for the narrower prospectus, the securities data and the issuer data.
Details of persons responsible for the restricted prospectus
Indication of the natural persons responsible for the narrower prospectus shall be the name and surname, birth number, if assigned, residence or place of business, and the function they perform for the person processing the prospectus, indicating its trading firm or the name and registered office, and, where applicable, the name and surname and their affidavit, that the particulars given in the narrower prospectus correspond to the facts and no material circumstances that could affect the accurate and correct assessment of the issuer and securities have not been omitted.
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Regulation Information
| Citation | Decree of the Ministry of Finance No. 82 / 2001 Coll., laying down minimum requirements for the prospectus of the security and the narrower prospectus of the security |
|---|---|
| Regulation Type | Order |
| Author | - |
| Collection | Code of Laws |
| Date of Promulgation | 23.02.2001 |
|---|---|
| Effective from | 10.03.2001 |
| Effective until | - |
| Status | Valid |
The regulation text is for informational purposes only.
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