CHAPTER VI

TRANSITIONAL AND FINAL PROVISIONS

Historical financial information
Article 35
1
The obligation for Community issuers to restate in a prospectus historical financial information according to Regulation (EC) No 1606/2002, set out in Annex I item 20.1, Annex IV item 13.1, Annex VII items 8.2, Annex X items 20.1 and Annex XI item 11.1 shall not apply to any period earlier than
1 January 2004
or, where an issuer has securities admitted to trading on a regulated market on
1 July 2005
, until the issuer has published its first consolidated annual accounts with accordance with Regulation (EC) No 1606/2002.
2
Where a Community issuer is subject to transitional national provisions adopted pursuant Article 9 of Regulation (EC) No 1606/2002, the obligation to restate in a prospectus historical financial information does not apply to any period earlier than
1 January 2006
or, where an issuer has securities admitted to trading on a regulated market on
1 July 2005
, until the issuer has published its first consolidated annual accounts with accordance with Regulation (EC) No 1606/2002.
3
Until
1 January 2007
the obligation to restate in a prospectus historical financial information according to Regulation (EC) No 1606/2002, set out in Annex I item 20.1, Annex IV item 13.1, Annex VII items 8.2, Annex X items 20.1 and Annex XI item 11.1 shall not apply to issuers from third countries:
1. who have their securities admitted to trading on a regulated market on
1 January 2007
;
and
2. who have presented and prepared historical financial information according to the national accounting standards of a third country.
In this case, historical financial information shall be accompanied with more detailed and/or additional information if the financial statements included in the prospectus do not give a true and fair view of the issuer's assets and liabilities, financial position and profit and loss.
4
Third country issuers having prepared historical financial information according to internationally accepted standards as referred to in Article 9 of Regulation (EC) No 1606/2002 may use that information in any prospectus filed before
1 January 2007
, without being subject to restatement obligations.
5
From
1 January 2009
, third country issuers shall present their historical financial information in accordance either with one of the following accounting standards:
a
International Financial Reporting Standards adopted pursuant to Regulation (EC) No 1606/2002;
b
International Financial Reporting Standards provided that the notes to the audited financial statements that form part of the historical financial information contain an explicit and unreserved statement that these financial statements comply with International Financial Reporting Standards in accordance with IAS 1
Presentation of Financial Statements
;
c
Generally Accepted Accounting Principles of Japan;
d
Generally Accepted Accounting Principles of the United States of America.
In addition to standards referred to in the first subparagraph, from
1 January 2012
, third country issuers may present their historical financial information in accordance with the following standards:
a
Generally Accepted Accounting Principles of the People’s Republic of China;
b
Generally Accepted Accounting Principles of Canada;
c
Generally Accepted Accounting Principles of the Republic of Korea.
5a
Third country issuers are not subject to a requirement, under Annex I, item 20.1; Annex IV, item 13.1; Annex VII, item 8.2; Annex X, item 20.1 or Annex XI, item 11.1, to restate historical financial information, included in a prospectus and relevant for the financial years prior to financial years starting on or after
1 January 2015
, or to a requirement under Annex VII, item 8.2.bis; Annex IX, item 11.1; or Annex X, item 20.1.bis, to provide a narrative description of the differences between International Financial Reporting Standards adopted pursuant to Regulation (EC) No 1606/2002 and the accounting principles in accordance with which such information is drawn up relating to the financial years prior to financial years starting on or after
1 January 2015
, provided that the historical financial information is prepared in accordance with the Generally Accepted Accounting Principles of the Republic of India.
5B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5D . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
The provisions of this Article shall also apply to Annex VI, item 3.
Substituted by Corrigendum to 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 (Official Journal of the European Union L 149 of 30 April 2004).
Substituted by Commission Regulation (EC) No 1289/2008 of 12 December 2008 amending Commission Regulation (EC) No 809/2004 implementing Directive 2003/71/EC of the European Parliament and of the Council as regards elements related to prospectuses and advertisements (Text with EEA relevance).
Inserted by Commission Delegated Regulation (EU) No 311/2012 of 21 December 2011 amending Regulation (EC) No 809/2004 implementing Directive 2003/71/EC of the European Parliament and of the Council as regards elements related to prospectuses and advertisements (Text with EEA relevance).
Substituted by Commission Delegated Regulation (EU) No 311/2012 of 21 December 2011 amending Regulation (EC) No 809/2004 implementing Directive 2003/71/EC of the European Parliament and of the Council as regards elements related to prospectuses and advertisements (Text with EEA relevance).
Deleted by Commission Regulation (EC) No 1289/2008 of 12 December 2008 amending Commission Regulation (EC) No 809/2004 implementing Directive 2003/71/EC of the European Parliament and of the Council as regards elements related to prospectuses and advertisements (Text with EEA relevance).