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Commission Delegated Regulation (EU) 2019/980 of 14 March 2019 supplementing Regulation (EU) 2017/1129 of the European Parliament and of the Council as regards the format, content, scrutiny and approval of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Commission Regulation (EC) No 809/2004 (Text with EEA relevance)RecitalsChapter I Definitions (art. 1)Article 1 DefinitionsChapter II Content of the Prospectus (arts. 2-23)Section 1 Minimum information to be included in the registration documents (arts. 2-11)Article 2 Registration document for equity securitiesArticle 3 Universal registration documentArticle 4 Registration document for secondary issuances of equity securitiesArticle 5 Registration document for units of closed-end collective investment undertakingsArticle 6 Registration document for depository receipts issued over sharesArticle 7 Registration document for retail non-equity securitiesArticle 8 Registration document for wholesale non-equity securitiesArticle 9 Registration document for secondary issuances of non-equity securitiesArticle 10 Registration document for asset-backed securitiesArticle 11 Registration document for non-equity securities issued by third countries and their regional and local authoritiesSection 2 Minimum information to be included in the securities notes (arts. 12-17)Article 12 Securities note for equity securities or units issued by collective investment undertakings of the closed-end typeArticle 13 Securities note for secondary issuances of equity securities or of units issued by collective investment undertakings of the closed-end typeArticle 14 Securities note for depository receipts issued over sharesArticle 15 Securities note for retail non-equity securitiesArticle 16 Securities note for wholesale non-equity securitiesArticle 17 Securities note for secondary issuances of non-equity securitiesSection 3 Additional information to be included in the prospectus (arts. 18-23)Article 18 Complex financial history and significant financial commitment of issuers of equity securitiesArticle 19 Securities that are exchangeable for or convertible into sharesArticle 20 Securities giving rise to payment or delivery obligations linked to an underlying assetArticle 21 Asset backed securitiesArticle 22 GuaranteesArticle 23 ConsentChapter III Format of the prospectus (arts. 24-27)Article 24 Format of a prospectusArticle 25 Format of a base prospectusArticle 26 Information to be included in the base prospectus and the final termsArticle 27 Prospectus summaryChapter IV The EU growth prospectus (arts. 28-34)Article 28 EU Growth registration document for equity securitiesArticle 29 EU Growth registration document for non-equity securitiesArticle 30 EU Growth securities note for equity securitiesArticle 31 EU Growth securities note for non-equity securitiesArticle 32 Format of the EU Growth prospectusArticle 33 Specific summary for the EU Growth prospectusArticle 34 Supplements to the specific summary for the EU Growth prospectusChapter V Scrutiny and approval of the prospectus and review of the universal registration document (arts. 35-45)Article 35 Scope of the scrutinyArticle 36 Criteria for the scrutiny of the completeness of the information contained in the prospectusArticle 37 Criteria for the scrutiny of the comprehensibility of the information contained in the prospectusArticle 38 Criteria for the scrutiny of the consistency of the information contained in the prospectusArticle 39 Scrutiny of the information contained in the prospectus of specialist issuersArticle 40 Additional criteria for the scrutiny of the completeness, consistency and comprehensibility of the information contained in the prospectusArticle 41 Proportionate approach in the scrutiny of draft prospectuses and review of the universal registration documentArticle 42 Submission of an application for approval of a draft prospectus or filing of a universal registration document or of amendments theretoArticle 43 Changes to a draft prospectus during the approval procedureArticle 44 Submission for approval of the final draft of the prospectusArticle 45 Acknowledgment of the receipt of an application for approval of a draft prospectus, or of the filing of a universal registration document or of an amendment thereto, and processing of an application for approval of a draft prospectusChapter VI Final provisions (arts. 46-47)Article 46 RepealArticle 46a Prospectuses approved between 21 July 2019 and 16 September 2020Article 47 Entry into force and applicationList of AnnexesAnnex 1 Registration document for equity securitiesAnnex 2 Universal registration documentAnnex 3 Registration document for secondary issuances of equity securitiesAnnex 4 Registration document for units of closed-end collective investment undertakingsAnnex 5 Registration document for depository receipts issued over sharesAnnex 6 Registration document for retail non-equity securitiesAnnex 7 Registration document for wholesale non-equity securitiesAnnex 8 Registration document for secondary issuances of non-equity securitiesAnnex 9 Registration document for asset-backed securitiesAnnex 10 Registration documents for non-equity securities issued by third countries and their regional and local authoritiesAnnex 11 Securities note for equity securities or units issued by collective investment undertakings of the closed- end typeAnnex 12 Securities note for secondary issuances of equity securities or of units issued by collective investment undertakings of the closed-end typeAnnex 13 Securities note for depository receipts issued over sharesAnnex 14 Securities note for retail non-equity securitiesAnnex 15 Securities note for wholesale non-equity securitiesAnnex 16 Securities note for secondary issuances of non-equity securitiesAnnex 17 Securities giving rise to payment or delivery obligations linked to an underlying assetAnnex 18 Underlying shareAnnex 19 Asset-backed securitiesAnnex 20 Pro forma informationAnnex 21 GuaranteesAnnex 22 ConsentAnnex 23 Specific summary for the EU Growth prospectusAnnex 24 EU Growth registration document for equity securitiesAnnex 25 EU Growth registration document for non-equity securitiesAnnex 26 EU Growth securities note for equity securitiesAnnex 27 EU Growth securities note for non-equity securitiesAnnex 28 List of additional information in final termsAnnex 29 List of specialist issuersDone at
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Version status: Applicable | Document consolidation status: Updated to reflect all known changes
Version date: 21 July 2019 - onwards
Version 3 of 3

Article 18 Complex financial history and significant financial commitment of issuers of equity securities

1. Where the issuer of an equity security has a complex financial history, or has made a significant financial commitment, additional information with respect to an entity other than the issuer shall be included in the prospectus, as referred to in paragraph 2.

2. With respect to an entity, other than the issuer, additional information shall be all information referred to in Annexes 1 and 20 to this Regulation that investors need to make an informed assessment as referred to in Article 6(1) and Article 14(2) of Regulation (EU) 2017/1129, as if that entity were the issuer of the equity security.

Such additional information shall be preceded by a clear explanation of why that information is needed for investors to make an informed assessment and shall specify the effects of the complex financial history or of the significant financial commitment on the issuer or on the issuer’s business.

3. For the purposes of paragraph 1, an issuer shall be considered as having a complex financial history where all of the following conditions are fulfilled:

(a) at the time of drawing up the prospectus, the information referred to in the relevant Annexes does not represent the issuer’s undertaking accurately;

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