Commission regulation (EC) No 809/2004 of 29 April 2004 implementing Directive 2003/71/EC of the European Parliament and of the Council as regards information contained in prospectuses as well as the format, incorporation by reference and publication of such prospectuses and dissemination of advertisements (Text with EEA relevance)Text with EEA relevance

This Regulation lays down:

1. the format of prospectus referred to in Article 5 of Directive 2003/71/EC;

2. the minimum information requirements to be included in a prospectus provided for in Article 7 of Directive 2003/71/EC;

3. the modalities according to which information can be incorporated by reference in a prospectus provided for in Article 11 of Directive 2003/71/EC;

For the purposes of this Regulation, the following definitions shall apply in addition to those laid down in Directive 2003/71/EC:

1. ‘schedule’ means a list of minimum information requirements adapted to the particular nature of the different types of issuers and/or the different securities involved;

2. ‘building block’ means a list of additional information requirements, not included in one of the schedules, to be added to one or more schedules, as the case may be, depending on the type of instrument and/or transaction for which a prospectus or base prospectus is drawn up;

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;

4. ‘special purpose vehicle’ means an issuer whose objects and purposes are primarily the issue of securities;

5. ‘asset backed securities’ means securities which:

   1. represent an interest in assets, including any rights intended to assure servicing, or the receipt or timeliness of receipts by holders of assets of amounts payable there under;

      or

   2. are secured by assets and the terms of which provide for payments which relate to payments or reasonable projections of payments calculated by reference to identified or identifiable assets;

6. ‘umbrella collective investment undertaking’ means a collective investment undertaking invested in one or more collective investment undertakings, the asset of which is composed of separate class(es) or designation(s) of securities;

7. ‘property collective investment undertaking’ means a collective investment undertaking whose investment objective is the participation in the holding of property in the long term;

8. ‘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;

9. ‘advertisement’ means announcements:

   1. relating to an specific offer to the public of securities or to an admission to trading on a regulated market;

      and

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

10. ‘profit forecast’ means a form of words which expressly states or by implication indicates a figure or a minimum or maximum figure for the likely level of profits or losses for the current financial period and/or financial periods subsequent to that period, or contains data from which a calculation of such a figure for future profits or losses may be made, even if no particular figure is mentioned and the word ‘profit’ is not used;

11. ‘profit estimate’ means a profit forecast for a financial period which has expired and for which results have not yet been published;

12. ‘regulated information’ means all information which the issuer, or any person who has applied for the admission of securities to trading on a regulated market without the issuer’s consent, is required to disclose under Directive 2001/34/EC or under Article 6 of Directive 2003/6/EC of the European Parliament and of the Council⁽¹⁾;

13. ‘Rights issue’, means any issue of statutory pre-emption rights which allow for the subscription of new shares and is addressed only to existing shareholders. Rights issue also includes an issue where such statutory pre-emption rights are disabled and replaced by an instrument or a provision conferring near identical rights to existing shareholders when those rights meet the following conditions:

    1. shareholders are offered the rights free of charge;

    2. shareholders are entitled to take up new shares in proportion to their existing holdings, or, in the case of other securities giving a right to participate in the share issue, in proportion to their entitlements to the underlying shares;

    3. the rights to subscribe are negotiable and transferable or, if not, the shares arising from the rights are sold at the end of the offer period for the benefit of those shareholders who did not take up those entitlements;

    4. the issuer is able, as regards the entitlements referred to in point (b), to impose limits or restrictions or exclusions and make arrangements it considers appropriate to deal with treasury shares, fractional entitlements and requirements laid down by law or by a regulatory authority in any country or territory;

    5. the minimum period during which shares may be taken up is the same as the period for the exercise of statutory pre-emption rights laid down in Article 29(3) of Council Directive 77/91/EEC⁽²⁾;

    6. the rights lapse at the expiration of the exercise period.