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Part II

VIII. Cover Page Disclosure And Undertakings

Some countries have specific requirements for the information which must be set forth on or near the cover page or at other specified locations in the document. The requirements in certain countries are referenced below.

Australia - Under s1021 of the Corporations Law a prospectus must contain certain statements. However, the Corporations Law does not specify the location of these statements.

Belgium - The offering document must contain (in the first pages) a statement to the effect that it is published after having been approved by the Commission Bancaire et Financière in accordance with the Belgian regulation and that this approval does not involve any assessment of the desirability and quality of the operation or of the situation of the issuer.

France - The "visa" granted by the COB to the prospectus should be printed on the cover page of the prospectus. Under French regulations, the COB can give a warning ("avertissement"). In this case, it has to be printed together with the "visa" on the prospectus.

Germany - The last page of the prospectus must contain the approval of the Admissions Board of the Stock Exchange with which the application for admission has been made.

Hong Kong - All listing documents must contain on the front cover of the listing document a prominent and legible disclaimer statement as follows: "The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this document, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document." (The Stock Exchange of Hong Kong's Listing Rule 11.20)

Italy - The cover page must contain:

  • Name and legal form of the person making the offer or of the issuer in the case of listing particulars.

  • "Offering document published by way of deposit in the Offering Document Archive of the Consob on [...] with no. [...]."

  • A summary description of the public offer / listing particulars dealt with in the prospectus.

In the first pages:

  • The index.

In the pages that follow the index it must be mentioned: "The public offering document is in conformity with the original published by way of deposit in the Offering Documents Archive of the Consob on [...] with no. [...]. The fulfillment of the public offering publication does not imply any judgment of the Consob on the opportunity of the proposed investment and on the merit of the data and the information therein. The responsibility for the completeness and accuracy of the figures and information contained in the offering document lies with the drafters of the same for the parts for which they are respectively responsible. Individually, the drafters of the offering document shall also be responsible for any other fact or information which they were required to know or verify."

Moreover, indication, if any, that Consob authorized, with resolution no. [...] date [...], the admission to listing of the securities for which public offer was sought and that the start of stock exchange trading is subordinated both to the outcome of the public offer and to the fulfillment of the following commitments:

  • informing the Consob, together with the lead manager of the placement syndicate, of the results of the public offer within ten days of the date fixed for the payment of the securities by the subscribers or purchasers;

  • delivery of the securities to their rightful owners by depositing them with Monte Titoli S.p.A. within ten days of the payment date.

Finally, indication of the risk factors. In particular, the generic and specific risks regarding the issuer and/or the proposed investment should be provided. If the securities for with official listing is sought are not listed and the issuer does not yet require admission to the official stock exchange listing, it is necessary to indicate that no listing on any stock exchange is envisioned and that, therefore, there is no assurance for possible disinvestment.

Japan - The requirements for cover page information are set forth in the Ministerial Ordinance regarding the Disclosure of the Company Information, Form 7.

Luxembourg - The Luxembourg Supervisory Authority requires that in addition to the information normally mentioned on the cover page, a reference is made to risk factors and special considerations, if any.

Mexico - Certain information is required to be disclosed on the front cover of the prospectus. This information is set forth in the "Guidance for Prospectus Elaboration" included in Rule 11-29 or the CNBV.

Ontario and Quebec - Certain information is required to be disclosed on the cover page of the prospectus or in another location in the prospectus. The specific requirements are set forth in Ontario Securities Act Regulation, Form 12 and Ontario Securities Act Regulation, Sections 50 and 51, and in Schedule I and Title II of Quebec's Regulation.

Spain - The information required on the cover page of the prospectus is regulated in "annex A" of the Ministerial Order of July 12, 1993. Among other information the cover page should have the date on which the CNMV has filed and given the "visa" for the offering prospectus. Also, as additional introductory information since 1996 it has been a widely extended practice required by the CNMV to include an index of the prospectus next to the cover page, and next to that index, a chapter called 0 (zero) summarizing the special circumstances (summary of risks) that should be considered by investors prior to taking an investment decision in relation to the securities to be offered and the underlying company whose securities are to be offered. The Spanish Securities Regulations compulsory require the following warning to be added on the cover page or next to that cover page: "Positive verification and consequent registration of the prospectus by the CNMV does not imply any recommendation to the public that the securities be subscribed to, nor any statement with regard to the solvency of the issuing entity or its profitability."

The United States - In the United States, certain information is required to be disclosed either on the front or back cover of the prospectus or in another prominent location in the forepart of the registration statement. This information is set forth in Items 501, 502, 503, 510, 701 and 702 of the SEC's Regulation S-K.

Companies also may be required to include in the registration statement (but not the prospectus) various undertakings in connection with certain types of filings or offerings. These undertakings and the circumstances in which they are required are set forth in Item 512 of Regulation S-K.

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