Prospectus on Securities and Takeover bids

Issues, Public Offers of Sale and Public Subscription Offers and Admissions.

A prospectus on selling or admitting securities in regulated markets is a document that the issuer must draw up and publish before beginning to sell securities to the public or admitting them to trading. Nevertheless, a prospectus is not legally required for private offerings (for instance, when offered to fewer than 150 investors or when the face value of the securities is at least €100,000). The Law also provides for exceptions from the obligation to publish a prospectus for certain types of public offerings or admissions (for instance, when addressed to company employees or when shares are given free to shareholders).

The prospectus must contain all the information needed to enable investors to evaluate the assets and liabilities, financial situation and profit and loss, as well as the issuer´s prospects and those of any guarantor and the rights inherent in the securities. The prospectus must be approved by the CNMV prior to its publication. In reviewing the prospectus, the CNMV will check to see that it contains all the legally required information and that said information is coherent and is presented in a readily comprehensible form.

Takeover bids

The prospectus is a document containing the necessary information (offerer, company in question, consideration offered, terms and conditions, purpose of the transaction, and acceptance and settlement procedures) in order to enable the addressees of a public offering for the acquisition of shares to decide whether or not to accept it. It is an official document, the minimum contents of which are defined by applicable regulations and are subject to approval by the CNMV, and must later be published by the offerer. It can be viewed on the website of the company in question and on the CNMV´s website. An advertisement must be drawn up together with the prospectus, outlining the key details contained in the offer prospectus.

Prospectus on a Collective Investment Institution (CII)

This prospectus outlines the basic details of a CII (fund or investment company). It is an official document, the minimum contents of which are defined by applicable regulations: investment policy, type of fund, trends in past profitability, target investor profile, fee structure, etc. There are two types depending on content: the full prospectus and the BII (Basic Investor Information). The latter must be handed to the investor free of charge by the marketing company before the holdings or shares are subscribed to. CII prospectuses are checked by the CNMV and are available at the CNMV´s public registers and on the website of the management company.