References in Part I to "equity" include depositary receipts, voting trust certificates, or similar forms or representations of ownership. The disclosure requirements in Part I and Part II apply to the underlying securities, but some countries may have additional disclosure requirements that relate specifically to the receipts, certificates or other evidence of ownership of the underlying shares. The specific requirements in certain countries are referenced below.
The European Union - In the case of certificates representing shares, the issuer of the shares will be treated as the issuer for the purpose of the listing rules, consequently the information required as regards the shares is the same as that which would be required in the case of an application to list those shares, with additional requirements in respect of the issuer of the certificates and the certificates themselves. These specific disclosure requirements are set forth in Schedule C to the Listing Particulars Directive in accordance with Article 16 of that Directive. The requirements for debt securities convertible, redeemable or exchangeable for equity securities are set forth in article 13 and 14 and Schedule B of the Directive of March 17, 1980 (80/390/EEC). The following EU countries have additional requirements:
Spain - Spain has not adopted Schedule C of the Directive. Securities giving access to other securities (i.e., shares) have specific disclosure requirements which are regulated in paragraphs 12 to 16 of the chapter II of "annex B" of the Ministerial Order of July 12, 1993. The requirements include (i) full information on all the legal aspects of the securities to be placed (i.e. details of the authorizations under which the securities have been created, a comparison of the characteristics of the securities with the Commercial Code and the company's by-laws, any restriction or condition imposed on the holders of the securities, the political and economical rights of the holders, etc.); (ii) full description of the procedure required (deadlines, payments, etc.) to exercise options; (iii) full details of the effect or impact on the company's outstanding capital (number of shares, amount, net book value, etc.) where options are exercised.
The United Kingdom - The UK requires a statement regarding the nature of the securities and any conditionality together with details of the dealing arrangements and special investment considerations; full details can be found in Chapter 23 of the Listing Rules.
The United States - In the case of American Depositary Receipts or similar certificates representing shares, the information set forth in Item 202 (f) of the SEC's Regulation S-K should be provided.
