What information should be included in the prospectus on the basis of the various sections in the Annexes to the Commission Regulation implementing the Prospectus Directive ((EC) No. 809/2004) with regard to the ‘business overview’?
On the basis of section 6 of Annex I, ‘business overview’, the prospectus should include a description of the principal activities of the issuer (section 6.1.1 of Annex I). This section should not be confused with section 21.2.1 of Annex I, which requires a description of the objects and purposes of the issuer as defined in its memorandum and articles of association. The objects of an enterprise as defined in its memorandum and articles of association are normally formulated in general terms. The objects of an issuer as defined in its memorandum and articles of association will therefore not necessarily be the same as the actual activities of the enterprise.
On the basis of section 6, the prospectus should also include a description of the principal markets in which the issuer operates. This requirement is for instance stated in Annexes I (section 6.2), IV (section 6.2) and XI (section 5.1.3). For Annexes IV and XI, a brief description will suffice. The information required here is a general description of the markets themselves, not a description of the issuer’s activities in these markets. For example, this information may include the number of players in a particular market.
There also appear to be doubts regarding exactly what information should be included in the prospectus on the basis of the last subsection of section 6 of Annex 1, section 6.5. The intention of this section is that the issuer should state the factual information on which its statements with regard to its competitive position are based. For instance, the information sources used should be stated.
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