CHAPTER VSUPPLEMENTS TO THE PROSPECTUS

Article 18Publication of a supplement to the prospectus

1.

A supplement to the prospectus shall be published where:

(a)

new annual audited financial statements are published by any of the following:

  1. (i)

    F1an issuer where a prospectus relates to shares or other transferrable securities equivalent to shares;

  2. (ii)

    an issuer of the underlying shares or other transferable securities equivalent to shares in case of securities referred to in Articles 19(2) or 20(2) of Delegated Regulation (EU) 2019/980;

  3. (iii)

    an issuer of the underlying shares of depository receipts referred to in Articles 6 and 14 of Delegated Regulation 2019/980;

(b)

an issuer has published a profit forecast or estimate following the approval of the prospectus, where a profit forecast or estimate is required to be included in the prospectus pursuant to Delegated Regulation 2019/980;

(c)

an amendment to, or a withdrawal of, a profit forecast or a profit estimate is included in the prospectus;

(d)

a change in control occurs in respect of any of the following:

  1. (i)

    F1an issuer where a prospectus relates to shares or other transferrable securities equivalent to shares;

  2. (ii)

    an issuer of the underlying shares or other transferable securities equivalent to shares where a prospectus relates to securities referred to in Articles 19(2) or 20(2) of Delegated Regulation (EU) 2019/980;

  3. (iii)

    an issuer of the underlying shares of depository receipts referred to in Articles 6 and 14 of Delegated Regulation 2019/980;

F1(e)

third parties make a new takeover bid as defined in Article 2(1)(a) of Directive 2004/25/EC of the European Parliament and of the Council 8 or the result of any takeover bid becomes available in respect of any of the following:
  1. (i)

    the equity of the issuer where a prospectus relates to shares or other transferrable securities equivalent to shares;

  2. (ii)

    the equity of the issuer of the underlying shares or other transferable securities equivalent to shares where a prospectus relates to the securities referred to in Articles 19(2) or 20(2) of Delegated Regulation (EU) 2019/980;

  3. (iii)

    the equity of the issuer of the underlying shares of depository receipts where a prospectus is drawn up in accordance with Articles 6 and 14 of Delegated Regulation (EC) 2019/980;

(f)

the working capital statement included in a prospectus becomes sufficient or insufficient for the issuer’s present requirements, in relation to:

  1. (i)

    F1shares or other transferrable securities equivalent to shares;

  2. (ii)

    securities as referred to in Article 19(2) of Delegated Regulation (EU) 2019/980;

  3. (iii)

    depository receipts issued over shares as referred to in Articles 6 and 14 of Delegated Regulation 2019/980.

(g)

an issuer is seeking admission to trading on at least one additional regulated market in at least one additional Member State or is intending to make an offer of securities to the public in at least one additional Member State that is not mentioned in the prospectus;

F1(h)

in the case of a prospectus relating to shares or other transferrable securities equivalent to shares or to the securities referred to in Articles 19(2) or 20(2) of Delegated Regulation (EU) 2019/980, a new significant financial commitment is likely to give rise to a significant gross change as defined in Article 1, point (e), of that Delegated Regulation;

(i)

the aggregate nominal amount of the offering programme is increased.