Guidelines Covered Debt Securities

Listing and Admission to Trading
Guidelines for
Covered Debt Securities
September 2010
Scope
These Guidelines relate to the listing and admission to trading on the Main Securities Market of the
Irish Stock Exchange (ISE) of covered debt securities.
These Guidelines are derived from, but may not replicate in full, the relevant requirements of the
Listing Rules, Admission to Trading Rules, Regulation, Prospectus Regulation, Prospectus Rules,
Transparency Regulations and Transparency Rules. Where these Guidelines are silent or in cases
of ambiguity disagreement or uncertainty as to the application of any of these Guidelines, the
Listing Rules, Admission to Trading Rules, Regulation, Prospectus Regulation, Prospectus Rules,
Transparency Regulations and Transparency Rules shall apply/prevail.
Periodic guidance in relation to the Prospectus Directive is issued by the Irish Financial Services
Regulatory Authority and the Committee of European Securities Regulators. Such guidance is not
reproduced in these Guidelines, but is available at www.financialregulator.ie and www.cesr-eu.org.
References in the right hand margin of these Guidelines indicate where a requirement is derived
from, with the exception of references to the PD and TD where the corresponding text is derived
from the Regulation and Transparency Regulations, respectively, rather than the PD and TD.
An issuer must consider its obligations, if any, under Parts 4 and 5 of the Investment Funds,
Companies and Miscellaneous Provisions Act 2005 and Part 3 of the Investment Funds,
Companies and Miscellaneous Provisions Act 2006 (the requirements of which have not been set
out in these Guidelines).
These Guidelines do not apply to the following securities to which other Guidelines of the ISE apply
(and as defined therein):
(1)
asset backed securities; or
(2)
derivative securities; or
(3)
debt securities (which are not covered debt securities).
DELEGATION UNDER THE PROSPECTUS DIRECTIVE AND TRANSPARENCY

DIRECTIVE
In accordance with Regulation 78(1) of the Regulations, the Irish Financial Services Regulatory
Authority is the Competent Authority for the purposes of Article 21(1) of the Prospectus Directive. In
accordance with the provisions of Regulation 79(1), the Irish Financial Services Regulatory
Authority has chosen to exercise certain of its tasks as Competent Authority under the Regulation
by delegating such tasks (e.g. the scrutiny of prospectuses) to the ISE.
Irish Stock Exchange
Guidelines for
January 2010
Page 2 of 64
In accordance with Regulation 36(1) of the Transparency Regulations, the Irish Financial Services
Regulatory Authority is the Competent Authority for the purpose of Article 24(1) of the Transparency
Directive (with the exception of Article 24(4)(h) for which the Irish Auditing and Accounting
Supervisory Authority is competent authority). In accordance with the provisions of Regulation 37(1)
of the Transparency Regulation, the Irish Financial Services Regulatory Authority has chosen to
exercise certain of its tasks as Competent Authority under the Transparency Regulation by
delegating such tasks (e.g. monitoring of issuers for compliance with their obligations under the TD)
to the ISE.
ISE EXERCISING FUNCTIONS AS COMPETENT AUTHORITY

In relation to the Listing Rules, the ISE is performing is functions as competent authority under
Regulation 6 of the European Communities (Admission to Listing and Miscellaneous Provisions)
Regulations 2007.
The Irish Stock Exchange Limited, 2010

All rights reserved
Guidelines for
January 2010
Page 3 of 64
Contents
Definitions
Conditions for Listing and Trading
Structure of Prospectuses
10
Content of Prospectuses
14
Prospectus Review and Competent Authority Approval
26
Listing Procedures
33
Offering Programmes
36
Continuing Obligations
40
Appendix 1
Retail Covered Debt Securities
55
Appendix 2
Disclosure Requirements for Guarantees
58
Appendix 3
Covered Debt Securities Admission Application
59
Appendix 4
Listing Agent Declaration
61
Appendix 5
Fees
62
Appendix 6
Extract from Transparency Rules
63
Guidelines for
January 2010
Page 4 of 64
Definitions
The following definitions apply:
Admission to Trading Rules (ATR) means the Admission to Trading Rules of
the Irish Stock Exchange, as amended from time to time.
Advertisement means announcements:
PR Article 2(9)
(1)
relating to an admission to trading on a Regulated Market; and
(2)
aiming to specifically promote the potential subscription or acquisition of

securities.
Base prospectus means a prospectus containing all relevant information as

specified in paragraph 3.1, and if there is a supplement, paragraph 4.18,
concerning the issuer and the securities to be admitted to trading on a Regulated
Market, and, at the choice of the issuer, the final terms of the offering.
CAO means the Company Announcements Office of the ISE.
CARD means the Directive 2001/34/EC of the European Parliament and of the
Council of 28 May 2001 on the admission of securities to official stock exchange
listing and on information to be published on those securities.
CESR Recommendations means the Committee of European Securities
Regulators recommendations for the consistent implementation of the
Prospectus Regulation.
Competent Authority means a central competent administrative authority
designated by a Member State as being responsible for carrying out the
obligations provided for in the Directives and for ensuring that the provisions
adopted pursuant to the Directives are applied. In the Irish context, Competent
Authority shall mean the Irish Financial Services Regulatory Authority (Financial
Regulator or Irish Competent Authority), except in relation to Article 24.4(h) of
the Transparency Directive for which it shall mean the Irish Auditing and
Accounting Supervisory Authority (IAASA).
Covered debt securities means debt securities issued by Credit Institutions
pursuant to applicable Covered Debt Securities Legislation and which qualify
under Article 22 (4) of the UCITS Directive 85/611/EEC.
Covered debt securities legislation means the Irish ACS Act and any
legislation or regulation of any other jurisdiction which provides an equivalent
legal framework for the issue of debt securities which are secured by means of a
statutory preference on mortgage or public sector credit assets held by or on
behalf of the issuer.
Credit Institution means credit institutions as defined in point (a) of Article 1(1)
of Directive 2000/12/EC as well as to third country credit institutions which do not
fall under that definition but have their registered office in a state which is a
member of the OECD.
Guidelines for
January 2010
Page 5 of 64
PR Article 14(2a)
Debt securities means debentures, debenture stock, loan stock, bonds,

certificates of deposit or any other instrument creating or acknowledging
indebtedness.
Directives mean the Prospectus Directive, Market Abuse Directive and
Transparency Directive.
IAS Regulation means Regulation (EC) No 1606/2002 of the European
Parliament and of the Council of 19 July 2002.
IFRS means International Financial Reporting Standards.
Irish ACS Act means the Asset Covered Securities Act, 2001 (as amended or
supplemented from time to time).
ISE means the Irish Stock Exchange Limited.
Issuer means a legal entity which issues (or proposes to issue) covered debt
securities and applies to have those covered debt securities admitted to listing
and trading on a Regulated market or on the Global Exchange Market, as the
case may be. For the purposes of Chapter 7 (Continuing Obligations), Issuer
means a legal entity Global Exchange Market, as the case may be.
Listing means admission to the Official List of the ISE.
Listing Rules means the listing rules of the ISE.
Main Securities Market means the principal market of the ISE which is a
Regulated Market.
Market Abuse Directive (MAD) means Directive 2003/6/EC of the European
Parliament and of the Council of 28 January 2003 on insider dealing and market
manipulation (market abuse).
Market Abuse Regulations (MR) means the Market Abuse (Directive
2003/6/EC) Regulations 2005 (S.I. No. 342 of 2005).
Member State means a member state of the European Union or a State of the
European Economic Area.
Offer of securities to the public means a communication to persons in any
form and by any means, presenting sufficient information on the terms of the
offer and the securities to be offered, so as to enable an investor to decide to
purchase or subscribe for those securities or apply to purchase or subscribe for
those securities and this definition shall be construed as:
(1)
being also applicable to the placing of securities through financial

intermediaries; and
(2)
not being applicable to trading on a regulated market or any other

market operated by an approved stock exchange.
Guidelines for
January 2010
Page 6 of 64
PD Article 2(1)(d)
Person making an offer (or offeror) means a body corporate or other legal
PD Article 2(1)(i)
entity or an individual which or who makes an offer of securities to the public.

Prospectus Directive (PD) means Directive 2003/71/EC of the European
Parliament and of the Council of 4 November 2003 on the prospectus to be
published when securities are offered to the public or admitted to trading on a
regulated market.
Prospectus Regulation (PR) means Commission Regulation (EC) No
809/2004 of 29 April 2004.
Prospectus Rules means the prospectus rules of the Irish Financial Services
Regulatory Authority, issued pursuant to Section 51 of the Investment Funds,
Companies and Miscellaneous Provisions Act 2005.
Registration document means the part of a prospectus, as described in
Chapter 2, that contains details of the issuer (see Section 3A).
Regulated Information means all information which the issuer is required to
TD Article 2(1)(k)
disclose under the Transparency Directive; under Article 6 of the Market Abuse
Directive; or by virtue of more stringent requirements made by the Financial
Regulator.
Regulated market means a market as defined in Article 4(1), point 14, of
PD Article 2(1)(j)
Directive 2004/39/EEC.
Regulation means the Prospectus (Directive 2003/71/EC) Regulations 2005(S.I.
No. 324 of 2005).
RIS means a Regulatory Information Service.
Risk factors means a list of risks which are specific to the situation of the issuer
and/or the securities and which are material for taking investment decisions.
Securities note means the part of a prospectus, as described in Chapter 2, that
contains details of the covered debt securities (see Section 3B).
Transparency Directive (TD) means Directive 2004/109/EC of the European
Parliament and of the Council of 15 December 2004 on the harmonisation of
transparency requirements in relation to information about issuers whose
securities are admitted to trading on a regulated market and amending Directive
2001/34/EC.
Transparency
Regulations
(TR)
means
the
Transparency
(Directive
2004/109/EC) Regulations 2007(S.I. No 277 of 2007).

Transparency Rules means the transparency rules of the Irish Financial
Services Regulatory Authority issued under Section 22 of the Investment Funds,
Companies and Miscellaneous Provisions Act 2006.
Guidelines for
January 2010
Page 7 of 64
PR Article 2(3)
Conditions for Listing and Trading
1.1
The ISE may make admission of securities to listing subject to any
CARD Article 12
special condition which the ISE considers appropriate in the interests of

protecting investors and of which the ISE has explicitly informed the
issuer.
1.2
The issuer must be duly incorporated or otherwise validly established
CARD Article 52
according to the relevant laws of its place of incorporation and

establishment, and be operating in conformity with its constitutive
documents and the covered debt securities legislation applicable to it.
1.3
The securities to be listed must conform with the law of the issuers
CARD Article 53
place of incorporation; be duly authorised according to the requirements

of
the
issuers
constitutive
documents
and
applicable
covered
debt securities legislation; and have any necessary statutory or

other consents.
1.4
An issuer with or seeking admission to listing and trading on the ISE
ATR 1.3
must be in compliance with the requirements of any stock exchange on

which it has securities admitted to trading and/or any securities regulator
which regulates it.
1.5
To be listed, securities must be admitted to trading on a market for listed

securities acceptable to the ISE.
1.6
The securities to be listed must be freely transferable. In circumstances

approved by the ISE, an issuer can take power to disapprove the
CARD Article 54
ATR 1.4
transfer of the securities provided that the exercise of such power would
not disturb the market in those securities.
1.7
An application for admission to listing and trading of securities of any

class must relate to all securities of that class issued or proposed to be
CARD Article 56
ATR 1.1
issued and, after admission relate to all further securities of that class
issued or proposed to be issued.
1.8
The physical form of securities, if they have a physical form, issued by
CARD Article 57
an entity of a Member State must comply with the standards laid down
by that Member State.
1.9
Except where securities of the same class are already listed, the
expected aggregate market value of the securities to be listed must be at
least 200,000 (except that there is no minimum limit in the case of tap
issues where the amount of the securities is not fixed). The ISE may
admit securities of a lower value if satisfied that there will be an
adequate market for the securities concerned.
1.10
The directors of the issuer must have, collectively, appropriate expertise

and experience for the management of its business.
1.11
The auditors to the issuer must be independent of the issuer and

comply with applicable guidelines on independence issued by their
national bodies.
Guidelines for
January 2010
Page 8 of 64
CARD Article 58
1.12
The Issuer must normally be a credit institution.
1.13
Save as provided for in paragraph 1.14, an issuer must have published

or filed audited accounts that:
(1)
cover at least two years and the latest accounts must be in respect
of a period ending not more than 18 months before the date of the
listing particulars; and
(2)
1.14
have been independently audited.
Accounts relating to a shorter period than two years may be accepted if

the ISE is satisfied that:
(1)
such acceptance is desirable in the interests of the applicant or of

investors and investors have the necessary information available to
arrive at an informed judgment concerning the applicant and the
securities for which listing is sought;
(2)
where the application is in respect of guaranteed securities, the

guarantor has published or filed accounts which cover at least two
years; or
(3)
the obligations created in respect of such securities are fully

secured.
1.15
The issuer must be carrying on as its main activity, either by itself or

through one or more of its subsidiary undertakings, an independent
business which is supported by its historic revenue earning record, and
must have done so for at least the period covered by the accounts
required by paragraph 1.13(1) (subject to paragraph 1.14).
An applicant whose business does not meet these requirements may be
admitted to listing if the ISE is satisfied that such admission is desirable
in the interests of the applicant and investors and that investors have the
necessary information available to arrive at an informed judgment
concerning the applicant and the securities for which listing is sought.
Guidelines for
January 2010
Page 9 of 64
Structure of Prospectuses
2.1
Under the Regulation a prospectus may be comprised of a registration

document and securities note (and summary, if applicable). Alternatively,
a prospectus may be issued in the form of a single document. Each
column in the diagram below shows examples of how this would work:
Single
document
Registration
document
Separate registration
document and
securities note
Base prospectus
Registration
Registration
document
document
Securities note
final terms)
+
summary (if any)
summary
(if any)
securities note
(excluding
+
securities note
+
Summary (if any)
Final terms
PROSPECTUS AS A SINGLE DOCUMENT

2.2
A prospectus as a single document must contain the following parts in
PR Article 25(1)
the following order:

(1)
a clear and detailed table of contents;
(2)
where the securities have denominations of less than 50,000,

a summary;
(3)
risk factors; and
(4)
the other information items included in Chapter 3 according

to which the prospectus is drawn up, in any order chosen by
the issuer.
PROSPECTUS COMPRISING SEPARATE REGISTRATION

DOCUMENT AND SECURITIES NOTE
2.3
A prospectus composed of separate documents (except in the case of a

base prospectus) shall divide the required information into a registration
document containing information relating to the issuer and a securities
note containing information on the securities to be admitted to trading on
a Regulated Market. Where the securities have denominations of less
than 50,000, a summary is required.
Guidelines for
January 2010
Page 10 of 64
PD Article 5(3)
2.4
The securities note and the registration document shall each contain the
following parts in the following order:
(1)
(2)
risk factors; and
(3)
the other information items included in Chapter 3 according to
PR Article
25(2)(3)
which the prospectus is drawn up, in any order chosen by the

issuer.
2.5
An issuer may apply to the Irish Competent Authority for approval of a
PD Article 12(1)
registration document. An issuer which has a registration document

approved by the Irish Competent Authority shall only be required to draw
up a securities note (and a summary, if required) when its securities are
to be admitted to trading on a Regulated Market.
2.6
In the circumstances referred to in paragraph 2.5, the securities note
PD Article 12(2)
shall provide information that would normally be provided in the

registration document if there has been a material change or recent
development which could affect investors' assessments since the latest
updated registration document or any supplement was approved. The
securities note and summary shall be subject to a separate approval by
the Irish Competent Authority.
2.7
Where a registration document has been filed but not approved, the
PD Article 12(3)
entire documentation, including updated information, shall be subject

to approval.
PROSPECTUS COMPRISING A BASE PROSPECTUS

2.8
The prospectus can, at the choice of the issuer, consist of a base
PD Article 5(4)
prospectus containing all relevant information concerning the issuer and

the securities to be admitted to trading on a Regulated Market. In such
event, a document comprising the final terms will also be required,
though the final terms do not constitute the prospectus.
2.9
Where an issuer chooses to draw up a base prospectus, the base
PR Article 26(1)
prospectus shall contain the following parts in the following order:

(1)
(2)
where the securities have denominations of less than 50,000,

a summary;
(3)
risk factors; and
(4)
the other information items included in Chapter 3 according to

which the prospectus is drawn up, in any order at the choice of the
issuer. The information on the different securities contained in the
base prospectus shall be clearly segregated.
Guidelines for
January 2010
Page 11 of 64
PR Article 26(2)
INCORPORATION BY REFERENCE
2.10
Subject to paragraph 2.19, information may be incorporated in a
PD Article 11(1)
prospectus or base prospectus by reference to one or more previously

or simultaneously published documents that have been:
(1)
approved by the Irish Competent Authority or filed with it in

accordance with the Prospectus Directive, in particular pursuant to
Article 10 thereof; or
(2)
filed with the ISE in accordance with Titles IV and V of Directive

2001/34/EC.
2.11
Information incorporated by reference shall be the latest available to the
PD Article 11(1)
issuer.
2.12
Information may be incorporated by reference in a prospectus or base
PR Article 28(1)
prospectus, notably if it is contained in one of the following documents:

(1)
annual and interim financial information;
(2)
documents prepared on the occasion of a specific transaction such

as a merger or demerger;
(3)
audit reports and financial statements;
(4)
memorandum and articles of association;
(5)
earlier
approved
and
published
prospectuses
and/or
base
prospectuses;
(6)
regulated information; or
(7)
circulars to security holders.
The documents to be incorporated in a prospectus by reference must be

submitted to the ISE which will then transfer those documents to the
Irish Competent Authority for filing.
2.13
When information is incorporated by reference, a cross-reference list
PD Article 11(2)
must be provided in the prospectus to enable investors to identify easily

specific items of information.
2.14
The documents containing information that may be incorporated by
PR Article 28(2)
reference in a prospectus or base prospectus or in the documents

composing it shall be drawn up in English.
2.15
If a document which may be incorporated by reference contains
PR Article 28(3)
information which has undergone material changes, the prospectus or

base prospectus shall clearly state such a circumstance and shall give
the updated information.
2.16
The issuer may incorporate information in a prospectus or base

prospectus by making reference only to certain parts of a document,
provided that it states that the non-incorporated parts are either not
relevant for the investor or covered elsewhere in the prospectus.
Guidelines for
January 2010
Page 12 of 64
PR Article 28(4)
2.17
When incorporating information by reference, issuers shall endeavour
PR Article 28(5)
not to endanger investor protection in terms of comprehensibility and

accessibility of the information.
THE SUMMARY
2.18
A summary is required where the securities have a denomination of less
PD Article 5(2)
than 50,000. The summary shall, in a brief manner (generally less than
2,500 words) and in non-technical language, convey the essential
characteristics and risks associated with the issuer, any guarantor and
the securities, in English. The summary shall also contain a warning
that:
(1)
it should be read as an introduction to the prospectus;
(2)
any decision to invest in the securities should be based on

consideration of the prospectus as a whole by the investor;
(3)
where a claim relating to the information contained in a prospectus

is brought before a court, the plaintiff investor might, under the
national legislation of the Member States, have to bear the costs of
translating the prospectus before the legal proceedings are
initiated; and
(4)
no civil liability in respect of the summary will attach to the persons

responsible for it in any Member State in which the Prospectus
Directive has been implemented unless the summary, including
any translation thereof, is misleading, inaccurate or inconsistent
when read together with the other parts of the prospectus.
2.19
The
summary
shall
not
incorporate
information
by
reference.
2.20
Where the summary of a prospectus must be supplemented according

to paragraph 4.18, the issuer must decide on a case by case basis
whether to integrate the new information in the original summary by
producing a new summary, or to produce a supplement to the summary.
If the new information is integrated into the original summary, the issuer
shall ensure that investors can easily identify the changes, in particular
by way of footnotes.
Guidelines for
January 2010
Page 13 of 64
PD Article 11(1)
PR Article
25 (5), 26(7)
Content of Prospectuses
3.1
Without prejudice to paragraph 4.3, a prospectus shall contain all
PD Article 5(1)
information which, according to the particular nature of the issuer and of

the securities admitted to trading on a Regulated Market, is necessary to
enable investors to make an informed assessment of:
(1)
the assets and liabilities, financial position, profit and losses, and
prospects of the issuer and of any guarantor; and
(2)
the rights attaching to such securities.
The information contained in the prospectus shall be consistent and

presented in an easily analysable and comprehensible form.
3.2
Without prejudice to the requirement to give adequate information to

investors, where, in exceptional cases, certain information required to be
included in a prospectus would be inappropriate to the issuer's sphere of
activity or to the legal form of the issuer or to the securities to which the
prospectus relates, the prospectus may omit that required information
but, unless there is no such equivalent information, shall contain
information equivalent to that required information.
The tables below summarise the situations in which the various information
requirements apply on the assumption that the issuer and guarantor are credit
institutions and wish to apply to the registration document the information
requirements of Annex XI of the Prospectus Regulation.
Securities with a denomination per unit of at least 50,000

Information on:
Registration document
Securities note
Applicable Information Requirements

Issuer/Issue
Section 3A
Section 3B
Guarantor/Guarantee
Section 3A
Appendix 2
Appendix 2
Guidelines for
January 2010
Page 14 of 64
PD Article 8(3)
Securities with a denomination per unit of less than 50,000

Information on:
Registration document
Securities note
Applicable Information Requirements

Issuer/Issue
Section 3A
Section 3B
Appendix 1
Guarantor/Guarantee
Section 3A
Appendix 2
Appendix 2
In complying with the Prospectus Regulation information requirements, issuers

must comply with the CESR Recommendations which are available on the
website www.cesr-eu.org
Issuers are reminded that Article 35 of the Prospectus Regulation (not included
in these Guidelines) sets out transitional provisions in relation to the historical
financial information disclosure requirements.
APPLICATION STATEMENT
3.3
An issuer must ensure that the application statement in a prospectus

submitted to the ISE for approval by the Irish Competent Authority
relating to securities for which admission to listing and trading on
the
Regulated
Market
of
the
ISE
is
sought,
includes
the
following wording (which must be displayed in a prominent position

within the prospectus):
The [prospectus amend as appropriate to the type of document] has
been approved by the Irish Financial Services Regulatory Authority, as
competent authority under the Prospectus Directive 2003/71/EC. The
Irish Financial Services Regulatory Authority only approves this
[prospectus amend as appropriate to type of document] as meeting the
requirements imposed under Irish and EU law pursuant to the
Prospectus Directive 2003/71/EC. Application has been/will be made to
the Irish Stock Exchange for the securities [insert relevant details] to be
admitted to the Official List and trading on its regulated market.
Guidelines for
January 2010
Page 15 of 64
Prospectus
Rules 4.4, 4.5
SCOPE OF PROSPECTUS APPROVAL

3.4
An issuer must ensure that a prospectus submitted to the ISE for

approval by the Irish Competent Authority which contains wording that
suggests that it may be used other than for the purpose of an admission
to trading on a regulated market or for a public offer in the European
Economic Area (EEA) includes the following wording (which must be
displayed in a prominent position within the prospectus):
Such approval relates only to the securities [insert relevant details]
which are to be admitted to trading on the regulated market of the Irish
Stock Exchange or other regulated markets for the purposes of Directive
2004/39/EC or which are to be offered to the public in any Member State
of the European Economic Area."
Guidelines for
January 2010
Page 16 of 64
Prospectus
Rule 4.6
3A
THE ISSUER
This Section 3A is extracted from Annex XI of the Prospectus
Regulation. This Section 3A applies only where the issuer is a credit
Annex XI
Reference
institution. Where the issuer is not a credit institution, or where the issuer
is a credit institution but nevertheless so elects, the issuer may instead
apply to its registration document the information requirements of either
(i) in the case of securities with a denomination per unit of at least
50,000, Section 3A of the Irish Stock Exchange Listing and Admission
to Trading Guidelines for: Debt Securities, which are extracted from
Annex IX of the Prospectus Regulation; or (ii) in the case of securities
with a denomination per unit of less than 50,000, Section 3A and
Appendix 1, Part 1 of the Irish Stock Exchange Listing and Admission to
Trading Guidelines for: Debt Securities, which are extracted from
Annex IV of the Prospectus Regulation.
3A.1
PERSONS RESPONSIBLE
3A.1.1 All persons responsible for the information given in the registration
document and, as the case may be, for certain parts of it, with, in the
Item 1.1
Annex XI
latter case, an indication of such parts. In the case of natural persons

including members of the issuer's administrative, management or
supervisory bodies indicate the name and function of the person; in case
of legal persons indicate the name and registered office.
3A.1.2 A declaration by those responsible for the registration document that,
having taken all reasonable care to ensure that such is the case, the
Item 1.2
Annex XI
information contained in the registration document is, to the best of their

knowledge, in accordance with the facts and contains no omission likely
to affect its import. As the case may be, declaration by those responsible
for certain parts of the registration document that, having taken all
reasonable care to ensure that such is the case, the information
contained in the part of the registration document for which they are
responsible is, to the best of their knowledge, in accordance with the
facts and contains no omission likely to affect its import.
3A.2
STATUTORY AUDITORS
3A.2.1 Names and addresses of the issuers auditors for the period covered by
the historical financial information (together with their membership of any
Item 2.1
Annex XI
professional body).
3A.2.2 If auditors have resigned, been removed or not been re-appointed during
the period covered by the historical financial information, details
Item 2.2
Annex XI
if material.
3A.3
RISK FACTORS
3A.3.1 Prominent disclosure of risk factors that may affect the issuers ability to
fulfil its obligations under the securities to investors in a section headed
"Risk Factors".
Guidelines for
January 2010
Page 17 of 64
Item 3.1
Annex XI
3A.4
INFORMATION ABOUT THE ISSUER
3A.4.1 History and development of the issuer
Item 4.1
Annex XI
(a)
The legal and commercial name of the issuer.
(b)
The place of registration of the issuer and its registration number.
(c)
The date of incorporation and the length of life of the issuer, except
where indefinite.
(d)
The domicile and legal form of the issuer, the legislation under
which the issuer operates, its country of incorporation, and the
address and telephone number of its registered office (or principal
place of business if different from its registered office).
(e)
Any recent events particular to the issuer which are to a material

extent relevant to the evaluation of the issuers solvency.
3A.5
BUSINESS OVERVIEW
3A.5.1 Principal activities

(a)
A brief description of the issuers principal activities stating the
Item 5.1
Annex XI
main categories of products sold and/or services performed.

(b)
An indication of any significant new products and/or activities.
(c)
Principal markets
A brief description of the principal markets in which the issuer
competes.
(d)
The basis for any statements in the registration document made by

the issuer regarding its competitive position.
3A.6
ORGANISATIONAL STRUCTURE
3A.6.1 If the issuer is part of a group, a brief description of the group and of the
issuer's position within it.
3A.6.2 If the issuer is dependent upon other entities within the group, this must
be clearly stated together with an explanation of this dependence.
3A.7
Item 6.1
Annex XI
Item 6.2
Annex XI
TREND INFORMATION
3A.7.1 Include a statement that there has been no material adverse change in
the prospects of the issuer since the date of its last published audited
Item 7.1
Annex XI
financial statements.
In the event that the issuer is unable to make such a statement, provide
details of this material adverse change.
3A.7.2 Information on any known trends, uncertainties, demands, commitments
or events that are reasonably likely to have a material effect on the
issuers prospects for at least the current financial year.
Guidelines for
January 2010
Page 18 of 64
Item 7.2
Annex XI
3A.8
PROFIT FORECASTS OR ESTIMATES

If an issuer chooses to include a profit forecast or a profit estimate
the registration document must contain the information items 3A.8.1
Item 8.1
Annex XI
and 3A.8.2:
3A.8.1 A statement setting out the principal assumptions upon which the issuer
has based its forecast, or estimate.
There must be a clear distinction between assumptions about factors
which the members of the administrative, management or supervisory
bodies can influence and assumptions about factors which are
exclusively outside the influence of the members of the administrative,
management or supervisory bodies; the assumptions must be readily
understandable by investors, be specific and precise and not relate to
the general accuracy of the estimates underlying the forecast.
3A.8.2 Any profit forecast set out in the registration document must be
accompanied by a statement confirming that the said forecast has been
Item 8.2
Annex XI
properly prepared on the basis stated and that the basis of accounting is
consistent with the accounting policies of the issuer.
3A.8.3 The profit forecast or estimate must be prepared on a basis comparable
with the historical financial information.
3A.9
Item 8.3
Annex XI
ADMINISTRATIVE, MANAGEMENT AND

SUPERVISORY BODIES
3A.9.1 Names, business addresses and functions in the issuer of the following
persons, and an indication of the principal activities performed by them
Item 9.1
Annex XI
outside the issuer where these are significant with respect to that issuer:
(a)
members of the administrative, management or supervisory

bodies; and
(b)
partners with unlimited liability, in the case of a limited partnership

with a share capital.
3A.9.2 Administrative, Management and Supervisory bodies conflicts of

interests
Item 9.2
Annex XI
Potential conflicts of interests between any duties to the issuing entity of

the persons referred to in item 3A.9.1 and their private interests and/or
other duties must be clearly stated. In the event that there are no such
conflicts, a statement to that effect.
3A.10 MAJOR SHAREHOLDERS

3A.10.1 To the extent known to the issuer, state whether the issuer is directly or
indirectly owned or controlled and by whom, and describe the nature of
Item 10.1
Annex XI
such control, and describe the measures in place to ensure that such
control is not abused.
3A.10.2 A description of any arrangements, known to the issuer, the operation of
which may at a subsequent date result in a change in control of the
issuer.
Guidelines for
January 2010
Page 19 of 64
Item 10.2
Annex XI
3A.11 FINANCIAL INFORMATION CONCERNING THE ISSUERS

ASSETS AND LIABILITIES, FINANCIAL POSITION AND
PROFITS AND LOSSES
3A.11.1 Historical Financial Information
Audited historical financial information covering the latest 2 financial
years (or such shorter period that the issuer has been in operation), and
the audit report in respect of each year. Such financial information must
be prepared according to Regulation (EC) No 1606/2002, or if not
applicable to a Member States national accounting standards for issuers
from the Community. For third country issuers, such financial information
must be prepared according to the international accounting standards
adopted pursuant to the procedure of Article 3 of Regulation (EC) No
1606/2002 or to a third countrys national accounting standards
equivalent to these standards. If such financial information is not
equivalent to these standards, it must be presented in the form of
restated financial statements.
The most recent years audited historical financial information must be
presented and prepared in a form consistent with that which will be
adopted in the issuers next published annual financial statements
having regard to accounting standards and policies and legislation
applicable to such annual financial statements. If the issuer has been
operating in its current sphere of economic activity for less than one
year, the audited historical financial information covering that period
must be prepared in accordance with the standards applicable to annual
financial statements under Regulation (EC) No 1606/2002, or if not
applicable to a Member States national accounting standards where the
issuer is an issuer from the Community. For third country issuers, the
historical financial information must be prepared according to the
international accounting standards adopted pursuant to the procedure of
Article 3 of Regulation (EC) No 1606/2002 or to a third countrys national
accounting standards equivalent to these standards. This historical
financial information must be audited. If the audited financial information
is prepared according to national accounting standards, the financial
information required under this heading must include at least the
following:
(a)
the balance sheet;
(b)
the income statement;
(c)
in the case of an admission of securities to trading on a regulated

market only, a cash flow statement; and
(d)
the accounting policies and explanatory notes.
The historical annual financial information must be independently

audited or reported on as to whether or not, for the purposes of the
registration document, it gives a true and fair view, in accordance with
auditing standards applicable in a Member State or an equivalent
standard.
Guidelines for
January 2010
Page 20 of 64
Item 11.1
Annex XI
3A.11.2 Financial statements

If the issuer prepares both own and consolidated financial statements,
include at least the consolidated financial statements in the registration
Item 11.2
Annex XI
document.
3A.11.3 Auditing of historical annual financial information
(a)
A statement that the historical financial information has been

audited. If audit reports on the historical financial information have
Item 11.3
Annex XI
been refused by the statutory auditors or if they contain

qualifications or disclaimers, such refusal or such qualifications or
disclaimers must be reproduced in full and the reasons given.
(b)
An indication of other information in the registration document

which has been audited by the auditors.
(c)
Where financial data in the registration document is not extracted

from the issuers audited financial statements state the source of
the data and state that the data is unaudited.
3A.11.4 Age of latest financial information

The last year of audited financial information may not be older than 18
months from the date of the registration document.
Item 11.4
Annex XI
3A.11.5 Interim and other financial information

(a)
If the issuer has published quarterly or half yearly financial

information since the date of its last audited financial statements,
Item 11.5
Annex XI
these must be included in the registration document. If the

quarterly or half yearly financial information has been reviewed or
audited the audit or review report must also be included. If the
quarterly or half yearly financial information is unaudited or has not
been reviewed state that fact.
(b)
If the registration document is dated more than nine months after

the end of the last audited financial year, it must contain interim
financial information, covering at least the first six months of the
financial year. If the interim financial information is unaudited state
that fact.
The interim financial information must include comparative
statements for the same period in the prior financial year, except
that the requirement for comparative balance sheet information
may be satisfied by presenting the years end balance sheet.
3A.11.6 Legal and arbitration proceedings

Information on any governmental, legal or arbitration proceedings
(including any such proceedings which are pending or threatened of
which the issuer is aware), during a period covering at least the previous
12 months which may have, or have had in the recent past, significant
effects on the issuer and/or groups financial position or profitability, or
provide an appropriate negative statement.
Guidelines for
January 2010
Page 21 of 64
Item 11.6
Annex XI
3A.11.7 Significant change in the issuers financial position

A description of any significant change in the financial position of the
group which has occurred since the end of the last financial period for
Item 11.7
Annex XI
which either audited financial information or interim financial information

have been published, or an appropriate negative statement.
3A.12 MATERIAL CONTRACTS

A brief summary of all material contracts that are not entered into in the
ordinary course of the issuer's business, which could result in any group
Item 12
Annex XI
member being under an obligation or entitlement that is material to the

issuers ability to meet its obligation to security holders in respect of the
securities being issued.
3A.13 THIRD PARTY INFORMATION AND STATEMENT BY

EXPERTS AND DECLARATIONS OF ANY INTEREST
3A.13.1 Where a statement or report attributed to a person as an expert is
included in the registration document, provide such persons name,
Item 13.1
Annex XI
business address, qualifications and material interest if any in the issuer.

If the report has been produced at the issuers request a statement to
that effect that such statement or report is included, in the form and
context in which it is included, with the consent of that person who has
authorised the contents of that part of the registration document.
3A.13.2 Where information has been sourced from a third party, provide a
confirmation that this information has been accurately reproduced and
Item 13.2
Annex XI
that as far as the issuer is aware and is able to ascertain from

information published by that third party, no facts have been omitted
which
would
render
the
reproduced
information
inaccurate
or
misleading. In addition, the issuer shall identify the source(s) of the

information.
3A.14 DOCUMENTS ON DISPLAY

3A.14.1 A statement that for the life of the registration document the following
documents (or copies thereof), where applicable, may be inspected:
(a)
the memorandum and articles of association of the issuer;
(b)
all reports, letters, and other documents, historical financial

information, valuations and statements prepared by any expert at
the issuers request any part of which is included or referred to in
the registration document;
(c)
the historical financial information of the issuer or, in the case of a

group, the historical financial information of the issuer and its
subsidiary undertakings for each of the two financial years
preceding the publication of the registration document.
An indication of where the documents on display may be inspected, by

physical or electronic means.
Guidelines for
January 2010
Page 22 of 64
Item 14
Annex XI
3B
THE COVERED DEBT SECURITIES

This section 3B is extracted from Annex XIII of the Prospectus
Regulation.
3B.1
Annex XIII
Reference
PERSONS RESPONSIBLE
3B.1.1 All persons responsible for the information given in the prospectus and,
as the case may be, for certain parts of it, with, in the latter case, an
Item 1.1
Annex XIII
indication of such parts. In case of natural persons including members of

the issuers administrative, management or supervisory bodies indicate
the name and function of the person; in case of legal persons indicate
the name and registered office.
3B.1.2 A declaration by those responsible for the prospectus that, having taken
all reasonable care to ensure that such is the case, the information
Item 1.2
Annex XIII
contained in the prospectus is, to the best of their knowledge, in

accordance with the facts and contains no omission likely to affect its
import. As the case may be, declaration by those responsible for certain
parts of the prospectus that, having taken all reasonable care to ensure
that such is the case, the information contained in the part of the
prospectus for which they are responsible is, to the best of their
knowledge, in accordance with the facts and contains no omission likely
to affect its import.
3B.2
RISK FACTORS
Prominent disclosure of risk factors that are material to the securities
being offered and/or admitted to trading in order to assess the market
Item 2
Annex XIII
risk associated with these securities in a section headed Risk Factors.

This must include a risk warning to the effect that investors may lose the
value of their entire investment or part of it, as the case may be, and/or,
if the investors liability is not limited to the value of his investment, a
statement of that fact, together with a description of the circumstances in
which such additional liability arises and the likely financial effect.
3B.3
KEY INFORMATION
Interest of natural and legal persons involved in the issue
Item 3
Annex XIII
A description of any interest, including conflicting ones, that is material

to the issue, detailing the persons involved and the nature of the interest.
3B.4
INFORMATION CONCERNING THE SECURITIES TO BE

ADMITTED TO TRADING
3B.4.1 Total amount of securities being admitted to trading.
Item 4.1
Annex XIII
3B.4.2 A description of the type and the class of the securities being admitted to
Item 4.2
Annex XIII
trading, including the ISIN (International Security Identification Number)

or other such security identification code.
3B.4.3 Legislation under which the securities have been created.
Item 4.3
Annex XIII
Guidelines for
January 2010
Page 23 of 64
3B.4.4 An indication of whether the securities are in registered or bearer form

and whether the securities are in certificated or book-entry form. In the
Item 4.4
Annex XIII
latter case, name and address of the entity in charge of keeping the
records.
3B.4.5 Currency of the securities issue.
Item 4.5
Annex XIII
3B.4.6 Ranking of the securities being admitted to trading, including summaries
Item 4.6
Annex XIII
of any clauses that are intended to affect ranking or subordinate the

security to any present or future liabilities of the issuer.
3B.4.7 A description of the rights, including any limitations of these, attached to
the securities and procedure for the exercise of said rights.
3B.4.8 The nominal interest rate and provisions relating to interest payable.
Item 4.7
Annex XIII
Item 4.8
Annex XIII
The date from which interest becomes payable and the due dates
for interest.
The time limit on the validity of claims to interest and repayment of

principal.
Where the rate is not fixed, description of the underlying on which it is

based and of the method used to relate the two.
A description of any market disruption or settlement disruption

events that affect the underlying.
Adjustment rules with relation to events concerning the underlying.
Name of the calculation agent.
3B.4.9 Maturity date and arrangements for the amortization of the loan,
including the repayment procedures. Where advance amortization is
Item 4.9
Annex XIII
contemplated, on the initiative of the issuer or of the holder, it must be

described, stipulating amortization terms and conditions.
3B.4.10 An indication of yield.
Item 4.10
Annex XIII
3B.4.11 Representation of debt security holders including an identification of the
Item 4.11
Annex XIII
organisation representing the investors and provisions applying to such

representation. Indication of where investors may have access to the
contracts relating to these forms of representation.
3B.4.12 A statement of the resolutions, authorisations and approvals by virtue of
which the securities have been created and/or issued.
Item 4.12
Annex XIII
3B.4.13 The issue date of the securities.
Item 4.13
Annex XIII
3B.4.14 A description of any restrictions on the free transferability of the
Item 4.14
Annex XIII
securities.
Guidelines for
January 2010
Page 24 of 64
3B.5
ADMISSION TO TRADING AND DEALING ARRANGEMENTS
3B.5.1 Indication of the market where the securities will be traded and for which
prospectus has been published. If known, give the earliest dates on
Item 5.1
Annex XIII
which the securities will be admitted to trading.

3B.5.2 Name and address of any paying agents and depository agents in each
country.
3B.6
EXPENSE OF THE ADMISSION TO TRADING
3B.6.1 An estimate of the total expenses related to the admission to trading.
3B.7
Item 5.2
Annex XIII
Item 6
Annex XIII
ADDITIONAL INFORMATION
3B.7.1 If advisers connected with an issue are mentioned in the securities note,
a statement of the capacity in which the advisers have acted.
3B.7.2 An indication of other information in the securities note which has been
audited or reviewed by statutory auditors and where auditors have
Item 7.1
Annex XIII
Item 7.2
Annex XIII
produced a report. Reproduction of the report or, with permission of the

Competent Authority, a summary of the report.
3B.7.3 Where a statement or report attributed to a person as an expert is
included in the securities note, provide such persons name, business
Item 7.3
Annex XIII
address, qualifications and material interest if any in the issuer. If the

report has been produced at the issuers request a statement to that
effect that such statement or report is included, in the form and context
in which it is included, with the consent of that person who has
authorised the contents of that part of the securities note.
3B.7.4 Where information has been sourced from a third party, provide a
confirmation that this information has been accurately reproduced and
Item 7.4
Annex XIII
that as far as the issuer is aware and is able to ascertain from

information published by that third party, no facts have been omitted
which
would
render
the
reproduced
information
inaccurate
or
misleading. In addition, identify the source(s) of the information.

3B.7.5 Credit ratings assigned to an issuer or its debt securities at the request
or with the co-operation of the issuer in the rating process.
3B.8
GUARANTEE
3B.8.1 Where an issue is guaranteed (whether in the form of guarantee, surety,

Keep well Agreement, Mono-line Insurance policy or other equivalent
commitment), the Disclosure Requirements for Guarantees set out in
Appendix 2 shall apply.
Guidelines for
January 2010
Page 25 of 64
Item 7.5
Annex XIII
Prospectus Review and Competent

Authority Approval
SUBMISSION OF DRAFT DOCUMENTS FOR REVIEW
4.1
A copy of the following documents (where applicable) must be submitted

in draft form to the ISE (marked for the attention of the Debt Listing
Department) at the time of initial submission of the prospectus or, where
appropriate, during the prospectus review process:
(1)
prospectus (and any supplement);
(2)
if requested, where the order of disclosure items in the prospectus

does not coincide with the order in these Guidelines, a crossreference list identifying the pages where each item can be found
in the prospectus;
(3)
non-applicable letter;
(4)
the letter referred to in paragraph 4.3 below, if applicable;
(5)
the letter referred to in paragraph 4.6 (5) below, if applicable; and
(6)
any other information that the ISE and/or the Irish Competent
Authority may require.
4.2
The draft prospectus and supporting documents referred to in paragraph

4.1 must be:
(1)
in a substantially complete form;
(2)
in an agreed electronic format; and
(3)
annotated in the margin or accompanied by an information

checklist provided to indicate where paragraphs required by these
Guidelines have been included to indicate compliance with the
requirements of these Guidelines.
A copy of amended drafts must be resubmitted, marked to show all

changes made since the previous draft reviewed by the ISE, and must
comply with paragraphs 4.2 (2) and (3) above.
OMISSION OF INFORMATION
4.3
Requests to the Irish Competent Authority to authorise any omission of

certain information required by the Regulation or the Prospectus
Regulation from a prospectus must:
(1)
be submitted to the ISE in writing from the issuer, its listing agent
or, where appropriate, other adviser;
(2)
identify the specific information concerned and the specific reasons

for the omission; and
(3)
state why in the opinion of the person identified in (1), one or more
of the following grounds applies:
(a) disclosure of such information would be contrary to the public
interest; or
Guidelines for
January 2010
Page 26 of 64
PD Article 8(2)
(b) disclosure of such information would be seriously detrimental

to the issuer, provided that the omission would not be likely to
mislead the public with regard to facts and circumstances
essential for an informed assessment of the issuer or
guarantor, if any, and of the rights attached to the securities to
which the prospectus relates; or
(c) such information is of minor importance only for a specific offer
or admission to trading on a Regulated Market and is not such
as will influence the assessment of the financial position and
prospects of the issuer or guarantor, if any.
The ISE will notify the issuer or person making a submission under (1)
above of whether or not the omission of certain information from the
prospectus is authorised by the Irish Competent Authority.
4.4
Where the final offer price or amount (or both) of securities to be subject
PD Article 8(1)
to a public offer cannot be included in the prospectus:

(1)
the criteria or the conditions (or both) in accordance with which the
above elements will be determined or, in the case of price, the
maximum price, shall be disclosed in the prospectus; or
(2)
it shall be a term of the offer that acceptances of or applications for

the purchase or subscription of securities (whether accepted by the
issuer or not) may be withdrawn or revoked during a period
expiring not less than two working days after a statement of the
final offer price and amount of securities which will be offered to the
public has been filed.
The final offer price or amount (or both) of securities shall be submitted
to the ISE for filing with the Irish Competent Authority and published in
accordance with the arrangements provided for in paragraph 4.11.
APPROVAL OF A PROSPECTUS
4.5
A prospectus must not be published until it has been approved by a

Competent Authority.
4.6
To obtain Irish Competent Authority approval, the following documents,

or such of them as are applicable, must be submitted to the ISE in final
form (marked for the attention of the Debt Listing Department) no later
than 10.00am on the day on which approval of the prospectus by the
Irish Competent Authority is sought:
(1)
the prospectus (in electronic format);
(2)
if requested, where the order of disclosure items in the prospectus

does not coincide with the order in these Guidelines, a crossreference list identifying the pages where each item can be found;
(3)
non-applicable letter;
(4)
letter requesting the Irish Competent Authority to authorise the

omission of information from a prospectus (see paragraph 4.3);
Guidelines for
January 2010
Page 27 of 64
PD Article 13(1)
(5)
letter requesting the Irish Competent Authority to provide a

competent authority of a host Member State(s) with a certificate of
approval attesting that the prospectus/supplement has been drawn
up in accordance with the PD (an issuer must include a translation
of the summary if required by the competent authority of the host
Member State) (paragraph 4.25 below sets out information that
must be included in the request letter); and
(6)
any other information that the ISE and/or Irish Competent Authority
may require.
In addition, an issuer must submit to the ISE the relevant fees as set out
in Appendix 5. The ISE will notify the issuer or its listing agent of the
prospectus approval decision of the Irish Competent Authority. In
addition, the Irish Competent Authority will in due course notify the
issuer of its decision in writing.
VALIDITY OF A PROSPECTUS
4.7
An approved prospectus shall be valid for 12 months after its publication
PD Article 9(1)
for admission to trading on a Regulated Market, provided that the

prospectus is updated by the issue of a supplement (if required) under
paragraph 4.18.
4.8
For an offering programme, the base prospectus, previously filed and
PD Article 9(2)
published, shall be valid for 12 months after its filing.

4.9
A registration document, as referred to in paragraph 2.3, previously filed,
PD Article 9(4)
shall be valid for the purposes of paragraph 2.5 for 12 months after its
filing provided that it has been updated. The registration document
accompanied by the securities note, updated if applicable in accordance
with paragraph 2.6, and the summary shall, together, be considered to
constitute a valid prospectus.
PUBLICATION OF A PROSPECTUS
4.10
Upon a prospectus having been approved and filed, the issuer shall
PD Article 14(1)
make the prospectus available to the public as soon as practicable and

in any case, at a reasonable time in advance of, and at the latest at the
beginning of, the admission to trading of the securities involved.
METHOD OF PUBLISHING
4.11
A prospectus shall be deemed available to the public in accordance with

paragraph 4.10 when published in one of the following ways:
(1)
by insertion in one or more newspapers circulated throughout, or

widely circulated in, the Member State or Member States in which
the admission to trading is sought;
(2)
in a printed form to be made available, free of charge, to the public

at the offices of the market on which the securities are being
admitted to trading, or at the registered office of the issuer and at
the offices of the financial intermediaries placing or selling the
securities, including paying agents;
Guidelines for
January 2010
Page 28 of 64
PD Article 14(2)
(3)
in an electronic form on the issuer's website and, if applicable, on

the website of the financial intermediaries placing or selling the
securities, including paying agents;
(4)
in electronic form on the website of the Regulated Market or other

markets where admission to trading is sought; or
(5)
in electronic form on the website of the Irish Competent Authority

(a prospectus approved by the Irish Competent Authority will be
published on its website, www.financialregulator.ie).
4.12
In the case of a prospectus comprising several documents or
PD Article 14(5)
incorporating information by reference (or both), the documents and

information making up the prospectus may be published and circulated
separately provided that the documents are made available, free of
charge, to the public in accordance with the arrangements referred to in
paragraph 4.11. Each document shall indicate where the other
documents constituting the full prospectus may be obtained.
4.13
The text and the format of the prospectus, and of any of the
PD Article 14(6)
supplements to the prospectus published, shall at all times be identical

to the original version approved by the Irish Competent Authority.
PUBLICATION IN ELECTRONIC FORM

4.14
The publication of the prospectus or base prospectus in electronic form,
PR Article 29(1)
either pursuant to points (3) to (5) of paragraph 4.11, or as an additional

means of availability, shall be subject to the following requirements:
(1)
the prospectus or base prospectus shall be easily accessible when

entering the web-site;
(2)
the file format shall be such that the prospectus or base prospectus
cannot be modified;
(3)
the prospectus or base prospectus shall not contain hyperlinks,

with the exception of links to the electronic addresses where
information incorporated by reference is available; and
(4)
the investors shall have the possibility of downloading and printing

the prospectus or base prospectus.
The exception referred to in point (3) shall only be valid for documents
incorporated by reference; those documents shall be available with easy
and immediate technical arrangements.
4.15
Where the prospectus is made available by publication in electronic

form, a paper copy of it must nevertheless be delivered to each investor
who purchases or subscribes for the securities involved (or intends to
purchase or subscribe for such securities or bona fide contemplates
such purchase or subscription) upon the investors request and free of
charge by the issuer or the financial intermediaries placing or selling the
securities.
Guidelines for
January 2010
Page 29 of 64
PD Article 14(7)
PUBLICATION IN NEWSPAPERS
4.16
In order to comply with point (1) of paragraph 4.11 the publication of a
PR Article 30(1)
prospectus or a base prospectus shall be made in a general or financial

information newspaper having national or supra-regional scope.
4.17
If the Irish Competent Authority is of the opinion that the newspaper
PR Article 30(2)
chosen for publication does not comply with the requirements set out in
paragraph 4.16, it shall determine a newspaper whose circulation is
deemed appropriate for this purpose taking into account, in particular,
the geographic area, number of inhabitants and reading habits in each
Member State.
SUPPLEMENT
4.18
An issuer shall include in a supplement to the prospectus every
PD Article 16(1)
significant new factor, material mistake or inaccuracy relating to the

information included in a prospectus which is capable of affecting the
assessment of the securities and which arises or is noted between the
time when the prospectus is approved and the time when trading on a
Regulated Market begins. A supplement shall be approved in the same
way as the original prospectus in a maximum of seven working days and
shall be published at least in the manner in which the original prospectus
was published. The summary, and any translations thereof, shall also be
supplemented, if necessary, to take account of the new information
included in the supplement.
4.19
Investors who agree to purchase or subscribe for, or apply to purchase
PD Article 16(2)
or subscribe for, the securities concerned before a supplement is

published shall have the right, exercisable within a period not to be less
than two working days after the publication of the supplement,
to withdraw their applications or acceptances by notice in writing to
the issuer.
LANGUAGES
4.20
For the purposes of an application for admission to listing on the ISE, the
prospectus shall be drawn up in English unless it was approved by a
Competent Authority other than the Irish Competent Authority and was
written in a language other than English, in which case the summary
shall be translated into English.
ADVERTISING
4.21
Any type of advertisement relating to an admission to trading on a
PD Article 15(1)
Regulated Market shall comply with the principles contained in

paragraphs 4.22 to 4.24.
4.22
An advertisement relating to the admission to trading must not be

issued unless:
(1)
it states that a prospectus has been or will be published and
PD Article 15(2)
indicates where investors are, or will be, able to obtain it;

(2)
it is clearly recognisable as an advertisement;
PD Article 15(3)
Guidelines for
January 2010
Page 30 of 64
(3)
information contained in the advertisement is not inaccurate or

misleading; and
(4)
information in the advertisement must be consistent with the

information contained in the prospectus, if already published, or
with the information required to be in the prospectus, if the
prospectus is published afterwards.
4.23
In any case, all information concerning the admission to trading on a
PD Article 15(4)
Regulated Market disclosed in an oral or written form, even if not for

advertising purposes, shall be consistent with that contained in the
prospectus.
Where
material
information
is
provided
to
investors,
including
PD Article 15(5)
information disclosed in the context of meetings relating to offers of

securities, and such information would require the publication of a
supplement under paragraph 4.18, the issuer or offeror shall ensure that
such supplement is published.
DISSEMINATION OF ADVERTISEMENTS
4.24
Advertisements related to an admission to trading on a Regulated

Market may be disseminated to the public by interested parties, such as
issuer or person asking for admission, the financial intermediaries that
participate in the placing and/or underwriting of securities, notably by
one of the following means of communication:
(1)
addressed or unaddressed printed matter;
(2)
electronic message or advertisement received via a mobile

telephone or pager;
(3)
standard letter;
(4)
press advertising with or without order form;
(5)
catalogue;
(6)
telephone with or without human intervention;
(7)
seminars and presentations;
(8)
radio;
(9)
videophone;
(10) videotext;
(11) electronic mail;
(12) facsimile machine (fax);
(13) television;
(14) notice;
(15) bill;
(16) poster;
(17) brochure; or
(18) web posting including internet banners.
Guidelines for
January 2010
Page 31 of 64
PR Article 34
PASSPORT REQUEST LETTER

4.25
A letter submitted to the ISE in accordance with paragraph 4.6(5) above

must contain the following information:
(1)
the name of the relevant Host Member State(s) to whom the

request relates;
(2)
the summary of the prospectus translated into a language

accepted by the relevant Host member State(s) (where applicable);
(3)
the number(s) of the schedule(s) to the Prospectus Regulation in

accordance with which the prospectus was drawn up;
(4)
confirmation as to whether a public offer or admission to trading or

both is being made in the relevant Host Member State(s);
(5)
the name of the guarantor(s) in respect of the prospectus (where

applicable);
(6)
confirmation as to whether any information has been omitted from

the prospectus and details of the relevant information (such
omission having been approved by the Irish Competent Authority in
accordance with Regulation 25 of the Regulation); and
(7)
confirmation that all of the relevant disclosures required by the

Annex(es) to the Prospectus Regulation in accordance with which
the prospectus was drawn up relating to the Host Member State(s)
have been included in the prospectus.
Guidelines for
January 2010
Page 32 of 64
Prospectus
Rule 8.1
Listing Procedures
APPOINTMENT AND RESPONSIBILITIES
OF A LISTING AGENT
5.1
All issuers applying to have securities listed on the ISE must appoint a
listing agent registered as such with the ISE. In order to be so eligible,
the listing agent must be either:
(1)
a credit institution as defined in point (a) of Article 1(1) of Directive

2000/12/EC;
(2)
a third country credit institution having its registered office in a state

which is a member of the Organisation for Economic Cooperation
and Development;
(3)
an international legal firm with an established debt capital markets

practice providing professional advice to issuers and arrangers in
the international markets; or
(4)
a corporate finance firm providing professional advice to issuers of

debt and derivative securities in the international markets.
5.2
In the case of any application for listing, the listing agents

responsibilities are:
(1)
to ensure that the issuer is guided and advised as to the

application of the Guidelines;
(2)
to complete the declaration by a listing agent in the form issued by

the ISE (see Appendix 4), confirming that to the best of its
knowledge and belief:
(a) all the documents required by the Listing Rules to be included
in the application for listing have been supplied to the ISE; and
(b) all other relevant requirements of the Listing Rules have been
complied with;
5.3
(3)
communications with the ISE;
(4)
to lodge with the ISE all documents supporting the application; and
(5)
to seek the ISEs review of the issuers application for listing.
A listing agent may, at its discretion, appoint an agent to discharge on its

behalf all or any of the responsibilities set out in paragraph 5.2(3) to (5)
above. The listing agent must advise the ISE in writing of the identity of
any such agent appointed. Such agent must have sufficient experience
to be able properly to discharge the functions for which it has been
appointed, responsibility for which will remain with the listing agent.
Guidelines for
January 2010
Page 33 of 64
APPROVAL OF AN APPLICATION FOR

LISTING AND TRADING
5.4
A prospectus must have been approved by a Competent Authority and

published in relation to the securities which are the subject of the
application for listing and trading.
APPLICATION FOR LISTING AND TRADING

(WHERE A PROSPECTUS IS TO BE APPROVED
BY THE IRISH COMPETENT AUTHORITY).
5.5
The following documents, or such of them as are applicable, must be

submitted to the ISE in final form (marked for the attention of the Listing
Department) with the prospectus no later than 10.00am on the day on
which approval of the prospectus by the Irish Competent Authority is
sought:
(1)
an application for admission to listing and trading in the form set

out in Appendix 3 signed by a duly authorised officer of the issuer
or by an agent or attorney thereof; and
(2)
a formal notice (see paragraph 5.8).

(WHERE A PROSPECTUS HAS BEEN APPROVED
BY A COMPETENT AUTHORITY OTHER THAN THE
IRISH COMPETENT AUTHORITY)
5.6
Where a prospectus has been approved by the Competent Authority of

another Member State, the following documents must be submitted to
the ISE at least 10 business days prior to the date on which the
application for listing and trading is due to be considered:
(1)
the document referred to in (1) of paragraph 5.5;
(2)
a copy of the approved prospectus, a copy of the certificate of

approval and (if applicable) a translation of the summary of the
prospectus; and
(3)
5.7
any approved supplement, if applicable.
The issuer must demonstrate to the satisfaction of the ISE that it

complies with the conditions for listing set out in Chapter 1.
FORMAL NOTICE
5.8
An issuer must publish a notice stating how the prospectus or base

prospectus has been made available and where it can be obtained by
the public, unless the securities for which the application is being made
are of a class already listed and traded. The notice shall be submitted to
the CAO no later than the next working day following the date of
publication of the prospectus or base prospectus pursuant to paragraph
4.10.
Guidelines for
January 2010
Page 34 of 64
5.9
The notice must be approved by the ISE before its issue and contain the
following information:
(1)
the identification of the issuer;
(2)
the type, class and amount of the securities in respect of which

admission to listing is sought, provided that these elements are
known at the time of the publication of the notice;
(3)
the intended time schedule of the admission to listing and trading;
(4)
a statement that a prospectus or base prospectus has been

published and where it can be obtained;
(5)
if the prospectus or base prospectus has been published in a

printed form, the addresses where and the period of time during
which such printed forms are available to the public;
(6)
if the prospectus or base prospectus has been published in

electronic form, the addresses to which investors shall refer to ask
for a paper copy; and
(7)
the date of the notice.
FEES
5.10
The payment of appropriate listing fees, calculated in accordance with

the ISEs scale of fees for the time being in force must be submitted with
the ISE (marked for the attention of the Listing Department) no later than
10.00am on the date on which approval of the prospectus by the Irish
Competent Authority is sought.
Where a Competent Authority other than the Irish Competent Authority
has approved the prospectus, the appropriate listing fees must be
submitted to the ISE prior to the date on which the application for listing
is due to be considered.
Guidelines for
January 2010
Page 35 of 64
Offering Programmes
CONTENT OF BASE PROSPECTUS
6.1
In addition to the information items set out in Chapter 3 and any relevant
PR Article 22(5)
Appendices, as applicable, the following information shall be included in

a base prospectus:
(1)
indication of the information that will be included in the final terms;
(2)
the method of publication of the final terms; if the issuer is not in a

position to determine, at the time of the approval of the prospectus,
the method of publication of the final terms, an indication of how
the public will be informed about which method will be used for the
publication of the final terms; and
(3)
in the case of issues under an offering programme, a general

description of the programme.
SUPPLEMENTARY INFORMATION
6.2
The information given in the base prospectus shall be supplemented, if
PD Article 5(4)
necessary, in accordance with paragraph 4.18, with updated information

on the issuer and on the securities to be admitted to trading on a
Regulated Market.
6.3
Where an event envisaged under paragraph 4.18 occurs between the
PR Article 22(7)
time that the base prospectus has been approved and the time that
trading on a Regulated Market of those securities begins, the issuer
shall publish a supplement prior to the admission of those securities to
trading.
SUMMARY (IF APPLICABLE)

6.4
Where a base prospectus relates to different securities, the issuer shall
PR Article 26(6)
include a single summary in the base prospectus for all securities. The
information on the different securities contained in the summary,
however, shall be clearly segregated.
6.5
Where the summary of a base prospectus must be supplemented in

accordance with paragraph 4.18, the issuer shall decide on a case-bycase basis whether to integrate the new information in the original
summary by producing a new summary, or by producing a supplement
to the summary.
If the new information is integrated in the original summary of the base
prospectus by producing a new summary, the issuer shall ensure that
investors can easily identify the changes, in particular by way of
footnotes.
Guidelines for
January 2010
Page 36 of 64
PR Article 26(7)
FINAL TERMS
6.6
If the final terms of the offer are not included in either the base
PD Article 5(4)
prospectus or a supplement, the final terms shall be submitted to the ISE

for filing with the Irish Competent Authority and published when each
public offer is made as soon as practicable and, if possible, in advance
of the beginning of the offer. The provisions of paragraph 4.4(1) shall be
applicable in any such case.
6.7
The final terms attached to a base prospectus shall only contain the
PR Article 22(4)
information items from the Chapter 3 disclosure items according to

which the base prospectus is drawn up.
6.8
The final terms attached to a base prospectus shall be presented in the
PR Article 26(5)
form of a separate document containing only the final terms or by

inclusion of the final terms into the base prospectus.
In the case that the final terms are included in a separate document
containing only the final terms, they may replicate some information
which has been included in the approved base prospectus according to
the relevant securities note schedule that has been used for drawing up
the base prospectus. In this case the final terms have to be presented in
such a way that they can be easily identified as such.
A clear and prominent statement shall be inserted in the final terms
indicating that the full information on the issuer and on the securities is
only available on the basis of the combination of base prospectus and
final terms and where the base prospectus is available.
6.9
The publication method for final terms related to a base prospectus does
PR Article 33
not have to be the same as the one used for the base prospectus as
long as the publication method used is one of the publication methods
indicated in paragraph 4.11.
REFERENCE IN FINAL TERMS

6.10
Where an issuer chooses to include a reference in final terms (submitted

to the ISE for filing with the Irish Competent Authority) to either:
(1)
the approval by the Irish Competent Authority of the relevant base

prospectus; or
(2)
the provision by the Irish Competent Authority of a certificate of

approval attesting that the relevant base prospectus has been
drawn up in accordance with the provisions of the Directive and the
Prospectus Regulation.
The issuer must ensure that the reference states, as appropriate:

The Irish Financial Services Regulatory Authority has approved the
[base prospectus insert details of relevant base prospectus] under Part
7 of the Prospectus Directive (2003/71/EC) Regulations 2005 (the
Regulation) as having been drawn up in accordance with the Regulation
and Commission Regulation (EC) No 809/2004
Guidelines for
January 2010
Page 37 of 64
Prospectus
Rule 4.13
and/or
The Irish Financial Services Regulatory Authority has provided the
competent authority(ies) of [insert details of relevant Host Member
State(s)] with a certificate of approval attesting that the [base prospectus
insert details of relevant base prospectus] has been drawn up in
accordance with the provisions of the Prospectus Directive (2003/71/EC)
and Commission Regulation (EC) No 809/2004
OTHER PROVISIONS
6.11
Where the issuer has previously filed a registration document for a
PR Article 26(4)
particular type of security and, at a later stage, chooses to draw up base

prospectus, it shall contain:
(1)
the information contained in the previously or simultaneously filed

and approved registration document which shall be incorporated by
reference, following the conditions provided for in paragraphs 2.10
to 2.17 and 2.19; and
(2)
the information which would otherwise be contained in the relevant

securities note less the final terms where the final terms are not
included in the base prospectus.
6.12
Issuers or persons asking for admission to trading on a Regulated

Market may compile in one single document two or more different base
prospectuses.

6.13
The application for listing and trading must cover the maximum amount
of securities which may be in issue and listed at any one time under the
programme. If the ISE approves the application, it will admit to listing
and trading all securities which may be issued under the programme
within 12 months after the approval of the prospectus by the Irish
Competent Authority, subject to the ISE:
(1)
being advised of the final terms of each issue (by way of pricing
supplement);
(2)
receiving any supplement for approval by the Irish Competent

Authority;
(3)
receiving confirmation that the securities in question have been

issued; and
(4)
receiving any listing fees payable.
The application for admission to listing and trading in the form set out in
Appendix 3 need not be submitted for issues made after the first issue in
any 12 month period after approval by the Irish Competent Authority of
the prospectus.
Guidelines for
January 2010
Page 38 of 64
PR Article 26(8)
In order to process the admission to listing and trading, the final terms of
each issue which is intended to be listed must be submitted in writing to
the ISE as soon as possible after they have been agreed and in any
event no later than 2.00pm on the day before admission is to become
effective. The final terms may be submitted by the issuer, the listing
agent or one or more firms designated by the issuer so long as in the
latter case the ISE has received a letter of appointment signed by a duly
authorised officer of the issuer or by the listing agent.
Guidelines for
January 2010
Page 39 of 64
Continuing Obligations
An issuer (other than a third country issuer) is required to comply with
Section A, and either Section B or Section C of this chapter, depending
on the denomination per unit of the debt securities concerned. An issuer
whose registered office is in a third country State is required to comply
with Section D.
Section A Requirements that apply to all issuers (irrespective of
the denomination per unit of the securities)
Section B Additional requirements for issuers of debt securities
with a denomination per unit of less than 50,000
Section C Additional requirements for issuers of debt securities
with a denomination per unit of at least 50,000
Section D Issuers whose registered office is in a third country
Issuers are reminded that Regulation 79 of the Transparency
Regulations sets out transitional provisions for issuers of debt securities.
Issuers are also reminded that Commission Decision (2006/891/EC)
sets out requirements in relation to the equivalence of certain third
country accounting standards to IFRS.
Appendix 6 of these Guidelines sets out additional requirements derived
from the Transparency Rules of the Irish Competent Authority in relation
to the content of the management report (see paragraph 7.26 below),
the accounting policies and presentation applied to half-yearly figures,
and a change in accounting date.
Guidelines for
January 2010
Page 40 of 64
SECTION A
REQUIREMENTS THAT APPLY TO ALL ISSUERS
(irrespective of the denomination per unit of the securities)
INFORMATION ABOUT CHANGES IN RIGHTS ATTACHING
TO SECURITIES
7.1
An issuer must disclose to the public without delay any changes in the
TR 26(2)
rights of holders of the securities, including changes in the terms and

conditions of the securities which could indirectly affect those rights,
resulting in particular from a change in loan terms or in interest rates.
7.2
An issuer must disclose to the public without delay any new loan issues
TR 26(3)
and in particular any guarantee or security in respect of such issues.
EQUALITY OF TREATMENT
7.3
An issuer must ensure that all holders of debt securities ranking pari
TR 25(3)(b)
passu are given equal treatment in respect of all the rights attaching to
those debt securities.
EXERCISE OF RIGHTS AND MEETINGS

7.4
An issuer must ensure that all the facilities and information necessary to
TR 25(4)
enable debt securities holders to exercise their rights are publicly

available in the home Member State and that the integrity of data
is preserved.
7.5
Debt securities holders must not be prevented from exercising their
TR 25(5)(a)
rights by proxy, subject to the law of country in which the issuer is
TR 25(5)(b)
incorporated. An issuer must make available a proxy form, on paper or,

where applicable, by electronic means to each person entitled to vote at
a meeting of debt securities holders. The proxy form must be made
available either:
7.6
(1)
together with the notice concerning the meeting; or
(2)
after an announcement of the meeting.
TR 25(5)(c)
An issuer must publish notices or distribute circulars concerning:

(1)
the place, time and agenda of meetings of debt securities holders;
(2)
the payment of interest;
(3)
the exercise of any conversion, exchange, subscription or
TR 28(1)
cancellation rights and repayment; and

(4)
the rights of holders to exercise their rights in relation to

paragraphs (1) to (3).
7.7
An issuer must designate, as its agent, a financial institution through

which debt securities holders may exercise their financial rights.
Guidelines for
January 2010
Page 41 of 64
TR 25(6)
7.8
An issuer may use electronic means to convey information to debt
TR 25(7)
securities holders, provided the issuer complies with the following:

(1)
a decision to use electronic means is taken in a general meeting;
TR 25(8)(a)
(2)
the use of electronic means must not depend upon the location of
TR 25(8)(b)(iii)
and (iv)
the seat or residence of the debt security holder or a proxy

representing that holder;
(3)
identification arrangements must be put in place so that debt
TR 25(8)(c)
securities holders or other persons entitled to exercise or direct the

exercise of voting rights are effectively informed;
(4)
debt securities holders must be contacted in writing to request their
TR 25(8)(d)
consent for the use of electronic means for conveying information

and if they do not object within a reasonable period of time, their
consent can be considered to have been given. Debt securities
holders shall be able to request at any time in the future that
information be conveyed in writing; and
(5)
any apportionment of the costs entailed in the conveyance of
TR 25(8)(e)
information by electronic means must be determined by the issuer

in compliance with the principle of equal treatment set out in 7.3
above.
FILING OF REGULATED INFORMATION

7.9
An issuer that:
(1)
discloses regulated information must at the same time file that
TR 31
information with the Irish Competent Authority; or

Note: An issuer is deemed to comply with 7.9(1) by disseminating
(2)
regulated information in accordance with paragraph 7.11 below.
Transparency
Rule 8.1
proposes
TR 25(2)(a)
to
amend
its
instrument
of
incorporation
must
communicate the draft amendment to the Debt Listing Department

of the ISE.
Such communication must be made without delay, but at the latest on
TR 25(2)(b)
the date of calling the general meeting which is to vote on, or be

informed of, the amendment.
The communication must state in a prominent place on the first page
that it is for filing purposes only in accordance with Regulation 25(2) of
the Transparency (Directive 2004/109/EC) Regulations 2007.
Guidelines for
January 2010
Page 42 of 64
Transparency
Rule 8.0.1
DISCLOSURE OF REGULATED INFORMATION

Note: Paragraphs 7.10 to 7.17 apply where Ireland is (1) an issuers
home Member State and (2) an issuers host Member State and the
TR 33(1)(a)
and (c)
relevant securities are admitted to the Regulated Market in Ireland but

not in the home Member State.
7.10
An issuer must disclose regulated information in the manner set out in
TR 33(2)
7.11 to 7.17 below.

7.11
An issuer must disseminate regulated information using a RIS and
TR 33(3)
ensure that the RIS complies with the minimum standards in 7.12 to
Transparency
Rule 5.1
7.17.
Note: To comply with 7.11, an issuer must disclose regulated
information either directly to a RIS or indirectly to a RIS through the
Transparency
Rule 5.0.1
CAO. Where an issuer discloses regulated information directly to a RIS,

it must simultaneously notify the CAO of the regulated information.
7.12
Regulated information must be disseminated in a manner ensuring that it
TR 33(4)
is capable of being disseminated to as wide a public as possible, and as

close to simultaneously as possible in the home Member State and in
the other Member States.
7.13
(1)
Regulated information, other than regulated information described
TR 33(5)(a)
in 7.13(2), must be communicated to the media in unedited full text.

(2)
(a) An annual financial report that is required in paragraphs 7.23 to

7.27 to be made public is not required to be communicated to
TR 33(5)(b)(i)
the media in unedited full text except for the information

referred to in point (b) below.
(b) If information is of a type that would be required to be
TR 33(5)(b)(ii)
disseminated in a half-yearly financial report then information

of such a type that is contained in an annual financial report
must be communicated to the media in unedited full text.
(3)
The announcement relating to the publication of the following
TR 33(5)(c)(i)-(ii)
regulated information must include an indication of the website on

which the annual financial report and half-yearly financial report are
available.
7.14
(1)
Regulated information must be communicated to the media in a

manner which ensures the security of the communication,
minimises the risk of data corruption and unauthorised access, and
provides certainty as to the source of the regulated information.
(2)
Security of receipt must be ensured by remedying as soon as

possible any failure or disruption in the communication of regulated
information.
(3)
An issuer is not responsible for systemic errors or shortcomings at

the
media
to
which
the
regulated
information
has
been
communicated.
Guidelines for
January 2010
Page 43 of 64
TR 33(6)
7.15
Regulated information must be communicated to a RIS in a way which:

(1)
makes clear that the information is regulated information; and
(2)
identifies clearly:
TR 33(7)
(a) the issuer concerned;

(b) the subject matter of the regulated information; and
(c) the time and date of the communication of the information by
the issuer.
7.16
Upon request, an issuer must communicate to the ISE, in relation to any
TR 33(8)
disclosure of regulated information:

(1)
the name of the person who communicated the information to the

RIS and/or CAO;
(2)
the security validation details;
(3)
the time and date on which the regulated information was

communicated;
(4)
the medium in which the regulated information was communicated;

and
(5)
details of any embargo placed by the issuer on the regulated

information, if applicable.
7.17
An issuer must not charge investors any specific cost for providing
regulated information.
OTHER REQUIREMENTS
7.18
In the case of guaranteed (other than state guaranteed) securities,

where the guarantor is not listed on a stock exchange, the issuer must
submit the guarantors annual report and accounts to the ISE.
7.19
Issuers must pay the annual fee for listing, calculated in accordance with
the ISEs scale of fees for the time being in force (see Appendix 5), as
soon as such payment becomes due.
7.20
All documents and announcements lodged with the CAO must be

in English.
7.21
An issuer that has securities admitted to trading on the Main Securities

Market of the ISE (or has requested such admission) must comply with
its obligations under the Market Abuse Directive as implemented into
Irish law by the Market Abuse (Directive 2003/6/EC) Regulations 2005
and Part 4 of the Investment Funds, Companies and Miscellaneous
Provisions Act 2005.
7.22
An issuer must ensure that adequate information is at all times available

about the assets backing the issue. This includes the publication of such
information as is necessary for a realistic valuation of the securities to be
made by investors but, without prejudice to the generality of an issuers
disclosure obligations under the Market Abuse Directive, does not
Guidelines for
January 2010
Page 44 of 64
TR 33(9)
include publication of price changes for the assets or variables in the

market on which they are traded.
Guidelines for
January 2010
Page 45 of 64
SECTION B
ADDITIONAL REQUIREMENTS FOR ISSUERS OF DEBT
SECURITIES WITH A DENOMINATION PER UNIT OF LESS
THAN 50,000
ANNUAL FINANCIAL REPORTS
7.23
An issuer must:
(1)
make public its annual financial report at the latest four months
TR 4(2)
after the end of each financial year; and

(2)
ensure that its annual financial report remains publicly available for
at least five years.
Note: Failure to publish accounts within the permitted timeframe will

result in suspension of listing and trading until such time as the relevant
accounts are published
7.24
The annual financial report must include:
TR 4(3)
(1)
the audited financial statements;
(2)
a management report; and
(3)
statements made by the persons responsible within the issuer,
TR 5(4)
whose names and functions shall be clearly indicated in the

responsibility statement that, to the best of their knowledge:
(a) the financial statements prepared in accordance with the
applicable set of accounts standards give a true and fair view
of the assets, liabilities, financial position and profit or loss of
the issuer and the undertakings including the consolidation
taken as a whole; and
(b) that the management report includes a fair review of the
development and performance of the business and the position
of
the
issuer
and
the
undertakings
including
in
the
consolidation taken as a whole, together with a description of

the principal risks and uncertainties that they face.
7.25
If an issuer is:
(1)
required to prepare consolidated accounts according to the
TR 4(4)(a)
Seventh Council Directive 83/349/EEC, the audited financial

statements must comprise:
(a) consolidated accounts prepared in accordance with the IAS
Regulation; and
(b) accounts of the parent company prepared in accordance with
the national law of the Member State in which the parent
company is incorporated.
(2)
not required to prepare consolidated accounts, the audited financial

statements must comprise accounts prepared in accordance with
the national law of the Member State in which the company
is incorporated.
Guidelines for
January 2010
Page 46 of 64
TR 4(4)(b)
7.26
If an issuer is:
(1)
required to prepare consolidated accounts, the financial statements
TR 5(2)
must be audited in accordance with Article 37 of the Seventh

Council Directive 83/349/EEC;
(2)
not required to prepare consolidated accounts, the financial

statements must be audited in accordance with Articles 51 and 51a
of the Fourth Council Directive 78/660/EEC.
The audit report, signed by the person or persons responsible for

auditing the financial statements, must be disclosed in full to the public
together with the annual financial report.
7.27
If an issuer is:
(1)
required to prepare consolidated accounts, the management report
TR 5(3)
must be drawn up in accordance with Article 36 of the Seventh

Council Directive 83/349/EEC.
(2)
not required to prepare consolidated accounts, the management

report must be drawn up in accordance with Article 46 of the Fourth
Council Directive 78/660/EEC.
Note:
the
content
requirements
for
management
reports
as
derived from section 6 of the Transparency Rules are set out in

Appendix 6.
HALF-YEARLY FINANCIAL REPORTS 1

7.28
An issuer must:
(1)
make public a half-yearly financial report covering the first six

months of the financial year as soon as possible, but no later than
2 months after the end of the period to which it relates; and
The requirements in paragraphs 7.27 to 7.32 do not apply to:

(1) a credit institution whose shares are not admitted to trading on a regulated market and
which has, in a continuous or repeated manner, only issued debt securities, provided
that:
(a) the total nominal amount of all such debt securities remains below Euro 100
million; and
(b) the credit institution has not published a prospectus in accordance with the
Prospectus Directive. (Transparency Regulation 10(2)(b))
(2) issuers already existing at 31 December 2003 (the date of entry into force of Directive
2003/71/EC) which exclusively issue debt securities unconditionally and irrevocably
guaranteed by the home Member State or by one of its regional and local authorities,
on a regulated market. (Transparency Regulation 10(2)(c))
(3) an issuer of debt securities which were admitted to trading on a regulated market in a
Member State before 1 January 2005 if the home Member State had decided to allow
such an issuer to benefit from the provisions of Article 27 of Directive 2001/34/EC at
the point of admission of those securities. This provision applies for 10 years following
1 January 2005. (Transparency Regulation 79(2))
Guidelines for
January 2010
Page 47 of 64
TR 6(2)(a)
and (b)
(2)
ensure that the half-yearly financial report remains available to the
TR 6(2)(c)
public for at least five years.

Note: Failure to publish accounts within the permitted timeframe will
result in suspension of listing and trading until such time as the relevant
accounts are published.
7.29
The half-yearly financial report shall comprise:
TR 6(3)
(1)
a condensed set of financial statements;
(2)
an interim management report; and
(3)
statements made by the persons responsible within the issuer,
TR 8(5)(a) - (c)
whose names and functions shall be clearly indicated in the

responsibility statement that, to the best of their knowledge:
(a) the condensed set of financial statements which has been
prepared in accordance with the applicable set of accounting
standards gives a true and fair view 2 of the assets, liabilities,
financial position and profit or loss of the issuer, or the
undertakings included in the consolidation as a whole as
required by paragraph 7.30; and
(b) that the interim management report includes a fair review of the
information required by paragraph 7.32.
7.30
If an issuer is:
(1)
required to prepare consolidated accounts, the condensed set of

financial statements must be prepared in accordance with the
international accounting standard applicable to interim financial
reporting adopted pursuant to the procedure provided for under the
IAS Regulation. 3
A person making a responsibility statement shall be regarded as satisfying the requirement

in 7.29(3)(a) above by including a statement that the condensed set of financial statements
have been prepared in accordance with:
(a) the international accounting standard applicable to interim financial reporting adopted
pursuant to the procedure provided for under Article 6 of the IAS Regulation; or
(b) for Irish issuers not using IFRS, pronouncements on half-yearly reports issued by the
Accounting Standards Board; or
(c) for all other issuers not using IFRS, a national accounting standard relating to interim
reporting;
provided always that a person making such a statement has reasonable grounds to be
satisfied that the condensed set of financial statements prepared in accordance with such a
standard is not misleading. (Transparency Regulation 8(5)(d))
Where Ireland is home Member State for an issuer whose debt securities only are admitted
to trading, that issuer is not required to disclose financial statements in accordance with
paragraph 7.29(1) for the financial year (and that financial year only) beginning on or after
1 January 2006. (Transparency Regulation 79(4))
Guidelines for
January 2010
Page 48 of 64
TR 7(2)(a)
(2)
not required to prepare consolidated accounts, the condensed set
TR 7(2)(b)
of financial statements must contain, as a minimum:

(a) a condensed balance sheet;
(b) a condensed profit and loss account; and
(c) explanatory notes on these accounts.
7.31
In satisfying paragraph 7.30(2), an issuer must comply with points (1)

to (4) of this paragraph:
(1)
In preparing the condensed balance sheet and the condensed
TR 7(3)(b)
profit and loss account an issuer must follow the same principles
for recognising and measuring as when preparing annual financial
reports.
(2)
The condensed balance sheet and the condensed profit and loss
TR 7(3)(c)
account must show each of the headings and subtotals included in

the most recent annual financial statements of the issuer.
Additional line items must be included if, as a result of their
omission, the half-yearly financial statements would give a
misleading view of the assets, liabilities, financial position and profit
or loss of the issuer.
(3)
The following comparative information must be included:

(a) balance sheet as at the end of the first six months of the
TR 7(3)(d)
current financial year and comparative balance sheet as at the

end of the immediate preceding financial year; and
(b) profit and loss account for the first six months of the current
financial year with, from two years after 29 March 2007,
comparative information for the comparable period for the
preceding financial year.
(4)
The explanatory notes must include:

(a) sufficient information to ensure the comparability of the
TR 7(3)(e)
condensed half-yearly financial statements with the annual

financial statements; and
(b) sufficient information and explanations to ensure a user's
proper understanding of any material changes in amounts and
of any developments in the half-year period concerned, which
are reflected in the balance sheet and the profit and loss
account.
7.32
The interim management report must include at least:

(1)
TR 8(2)
an indication of important events that have occurred during the first

six months of the financial year, and their impact on the condensed
set of financial statements; and
(2)
a description of the principal risks and uncertainties for the

remaining six months of the financial year.
Guidelines for
January 2010
Page 49 of 64
7.33
If the half-yearly financial report:

(1)
TR 8(4)
has been audited or reviewed by auditors pursuant to the Auditing

Practices Board guidance on Review of Interim Financial
Information, the audit report or review must be reproduced in full.
(2)
has not been audited or reviewed by auditors pursuant to the

Auditing Practices Board guidance on Review of Interim Financial
Information, an issuer must make a statement to that effect in its
report.
ANNUAL INFORMATION DOCUMENT (ARTICLE 10,

PROSPECTUS DIRECTIVE)
7.34
Where Ireland is the home Member State, issuers which have securities
PD Article 10(1)
admitted to trading on a Regulated Market shall at least annually draw

up a document (the Document) that contains or refers to all information
that they have published or made available to the public over the
preceding 12 months in one or more Member States and in third
countries in compliance with their obligations under Community and
national laws and rules dealing with the regulation of securities, issuers
of securities and securities markets. Without prejudice to this
requirement, the Document shall refer to the information required
pursuant to company law directives, CARD and the IAS Regulation.
7.35
An issuer must submit the Document to the ISE and make it available to
the public (using one of the methods outlined in paragraph 4.11, at the
choice of the issuer) within 20 working days of the publication of the
issuers annual financial statements. The ISE will forward the Document
to Irish Competent Authority for filing.
7.36
Where the Document contains a reference to the legislation under which

it is drawn up, it must contain the following statement:
Prospectus
Rule 7.2
This annual information document has been prepared by [insert name

of issuer] in accordance with the provisions of Part 11 of the Prospectus
Directive (2003/71/EC) Regulations 2005 and has been submitted to the
Irish Stock ISE for filing with the Irish Financial Services Regulatory
Authority (the Financial Regulator) in accordance with the provisions of
the Prospectus Rules issued by the Financial Regulator.
7.37
The Document must contain an introductory paragraph setting out:

(1)
the financial year-end of the issuer;
(2)
the date of publication of the issuers annual financial statements;
(3)
whether the issuer intends to solely rely on the Irish Competent

Authority publishing the Document to fulfil its obligation to publish
the Document; and
(4)
the date and methods of publication of the Document where the

issuer does not intend to solely rely on the Irish Competent
Authority publishing the Document.
Guidelines for
January 2010
Page 50 of 64
Prospectus
Rule 7.4
The issuer must ensure that the information provided in accordance with
items (1) to (4) of paragraph 7.37 is correct.
7.38
Where the Document refers to information, it must state where the

information can be obtained.
7.39
The Document shall include a statement indicating that some

information may be out-of-date, if such is the case.
Guidelines for
January 2010
Page 51 of 64
PR 27(3)
SECTION C
ADDITIONAL REQUIREMENTS FOR ISSUERS OF
SECURITIES WITH A DENOMINATION PER UNIT
OF AT LEAST 50,000
MEETINGS
7.40
If only holders of securities with a denomination per unit of at least

50,000 (or an equivalent amount) are to be invited to a meeting, an
issuer may choose as a venue any Member State, provided that all the
facilities and information necessary to enable such holders to exercise
their rights are made available in that Member State.
ANNUAL ACCOUNTS
7.41
(1)
Subject to paragraph 7.42 below, an issuer must publish its annual

report and accounts as soon as possible after they have been
approved, and in any event no later than the timeframe permitted
under its national legislation.
Note: Failure to publish accounts within the permitted timeframe
will result in suspension of listing and trading until such time as the
relevant accounts are published.
(2)
The annual report and accounts must:

(a) have been prepared in accordance with the issuers national
law and, in all material respects, with national accounting
standards or IAS; and
(b) have been independently audited and reported on, in
accordance with:
(i) the auditing standards applicable in an EEA State; or
(ii) an equivalent auditing standard acceptable to the ISE.
(3)
If the issuer prepares both own and consolidated annual accounts

it may publish either form provided that the form which is not
published does not contain any significant additional information.
(4)
If the relevant annual accounts do not give a true and fair view of
the assets and liabilities, financial position and profits or losses of
the issuer or group, additional information must be provided to the
satisfaction of the ISE.
(5)
An issuer incorporated or established in a non-Member State which

is not required to draw up its accounts so as to give a true and fair
view but is required to draw them up to an equivalent standard,
may draw up its accounts to this equivalent standard.
Guidelines for
January 2010
Page 52 of 64
TR 28(2)
7.42
If no other requirement for the publication of annual reports and

accounts exists, the ISE may waive the requirement in paragraph 7.41 to
publish annual reports and accounts.
If a waiver is granted, the trust deed constituting the issue must include
a requirement from the issuer to provide written confirmation to the
trustee (or equivalent), on an annual basis, that no event of default or
other matter which is required to be brought to the trustees attention has
occurred. Such waivers will be granted annually on the basis that the
issuer confirms on each occasion that no event of default or other matter
which is required to be brought to the trustees attention has occurred.
Guidelines for
January 2010
Page 53 of 64
SECTION D
ISSUERS WHOSE REGISTERED OFFICE IS
IN A THIRD COUNTRY AND EQUIVALENCE
OF REQUIREMENTS
7.43
An issuer whose registered office is in a third country must comply with:

(1)
all applicable requirements in Sections A to C of Chapter 7, save

where otherwise permitted in this Section D; and
(2)
7.44
additional requirements set out in this Section.
An issuer whose registered office is in a third country may be exempt
TR 11(1)
from the requirements in Section B on annual financial reports (7.23 to

7.27) and half-yearly financial reports (7.28 to 7.33), provided that the
law of the third country in question lays down equivalent requirements or
such issuer complies with the requirements of the law of a third country
that the Irish Competent Authority considers as a equivalent.
7.45
An issuer whose registered office is in a third country may be exempt
TR 30(1)
from the requirements in 7.1 to 7.8 in Section A and 7.40 in Section C,

provided that the law of the third country in question lays down
equivalent requirements or such issuer complies with the requirements
of the law of a third country that the Irish Competent Authority considers
as a equivalent.
Note: The Irish Competent Authority maintains a published list of third
countries, which for the purposes of Article 23(1) of the Transparency
Transparency
Rule 11.0.1
Directive, are judged to have laws which lay down requirements

equivalent to those imposed upon issuers under Part 2 (Periodic
Financial Reporting) and Part 6 (Continuing Obligations and Access to
Information) of the Transparency Regulations.
7.46
An issuer to whom paragraphs 7.44 and/or 7.45 apply must comply with
TR 11(10)
the following requirements of Part 6 of the Transparency Regulations in
TR 30(3)
respect of the information covered by the requirements laid down in the

Transparency
third country:
7.47
Rule 11.0.1
(1)
the filing of information with the Irish Competent Authority (7.9);
(2)
the language provisions 4 ; and
(3)
the dissemination of information provisions (7.10 to 7.17).
Information that is disclosed in a third country which may be of

importance to the public in the Member States must be disclosed in
accordance with paragraphs 7.10 to 7.17. This rule also applies to
information that is not Regulated Information.
Transparency Regulation 32 (Use of languages) is not set out in these Guidelines.
Guidelines for
January 2010
Page 54 of 64
TR 34
Appendix 1
Additional Requirements for
Securities with a Denomination per
Unit of less than 50,000
Paragraphs 3B.4.8, 3B.4.10, 3B.4.12, 3B.4.13, 3B.5 and 3B.7.5 in
Section 3B are replaced in their entirety as follows (extracted from
Annex V of the Prospectus Regulation):
3B.4.8 The nominal interest rate and provisions relating to interest payable.
Item 4.7
Annex V
The date from which interest becomes payable and the due dates
for interest.
The time limit on the validity of claims to interest and repayment of

principal.
Where the rate is not fixed, description of the underlying on which it is

based and of the method used to relate the two and an indication where
information about the past and the further performance of the underlying
and its volatility can be obtained.
A description of any market disruption or settlement disruption

events that affect the underlying.
Adjustment rules with relation to events concerning the underlying.
Name of the calculation agent.
If the security has a derivative component in the interest payment,

provide a clear and comprehensive explanation to help investors
understand how the value of their investment is affected by the value of
the underlying instrument(s), especially under the circumstances when
the risks are most evident.
3B.4.10 An indication of yield. Describe the method whereby the yield is
calculated in summary form.
3B.4.12 In the case of new issues, a statement of the resolutions, authorisations
and approvals by virtue of which the securities have been or will be
Item 4.9
Annex V
Item 4.11
Annex V
created and/or issued.

3B.4.13 In the case of new issues, the expected issue date of the securities.
Item 4.12
Annex V
3B.5.1 An indication as to whether the securities are or will be the object of an
Item 6.1
Annex V
application for admission to trading, with a view to their distribution in a

regulated market or other equivalent markets with indication of the
markets in question. This circumstance must be mentioned, without
creating the impression that the admission to trading will necessarily be
approved. If known, give the earliest dates on which the securities will be
admitted to trading.
Guidelines for
January 2010
Page 55 of 64
3B.5.2 All the regulated markets or equivalent markets on which, to the
Item 6.2 Annex V
knowledge of the issuer, securities of the same class of the securities to

be admitted to trading are already admitted to trading.
3B.5.3 The name and address of the entities which have a firm commitment to
Item 6.3 Annex V
act as intermediaries in secondary trading, providing liquidity through bid

and offer rates and description of the main terms of their commitment.
3B.7.5 Credit ratings assigned to an issuer or its debt securities at the request
Item 7.5 Annex V
or with the co-operation of the issuer in the rating process. A brief

explanation of the meaning of the ratings if this has previously been
published by the rating provider.
In addition to the requirements of Section 3B, the following disclosure
requirement applies (extracted from Annex V of the Prospectus
Regulation):
3B.3.2 Reasons for the offer and use of proceeds
Item 3.2 Annex V
Reasons for the offer if different from making profit and/or hedging
certain risks. Where applicable, disclosure of the estimated total
expenses of the issue/offer and the estimated net amount of the
proceeds. These expenses and proceeds shall be broken into each
principal intended use and presented by order of priority of such uses. If
the issuer is aware that the anticipated proceeds will not be sufficient to
fund all the proposed uses, state the amount and sources of other funds
needed.
3B.4.15 In respect of the country of registered office of the issuer and the
country(ies) where the admission to trading is being sought:
Item 4.14
Annex V
information on taxes on the income from the securities withheld at

source; and
indication as to whether the issuer assumes responsibility for the

withholding of taxes at source.
3B.9
TERMS AND CONDITIONS OF THE OFFER
3B.9.1 Conditions, offer statistics, expected timetable and action required to

apply for the offer
(a)
Conditions to which the offer is subject.
(b)
Total amount of the issue/offer; if the amount is not fixed,

description of the arrangements and time for announcing to the
public the amount of the offer.
(c)
The time period, including any possible amendments, during which

the offer will be open and description of the application process.
(d)
A description of the possibility to reduce subscriptions and the

manner for refunding excess amount paid by applicants.
Guidelines for
January 2010
Page 56 of 64
Item 5.1 Annex V
(e)
Details of the minimum and/or maximum amount of application,

(whether in number of securities or aggregate amount to invest).
(f)
Method and time limits for paying up the securities and for delivery
of the securities.
(g)
A full description of the manner and date in which results of the

offer are to be made public.
(h)
The procedure for the exercise of any right of pre-emption, the

negotiability of subscription rights and the treatment of subscription
rights not exercised.
3B.9.2 Plan of distribution and allotment

(a)
Item 5.2 Annex V
The various categories of potential investors to which the securities

are offered. If the offer is being made simultaneously in the
markets of two or more countries and if a tranche has been or is
being reserved for certain of these, indicate any such tranche.
(b)
Process for notification to applicants of the amount allotted and

indication whether dealing may begin before notification is made.
3B.9.3 Pricing
Item 5.3 Annex V
Indication of the expected price at which the securities will be offered or

the method of determining the price and the process for its disclosure.
Indicate the amount of any expenses and taxes specifically charged to
the subscriber or purchaser.
3B.9.4 Placing and Underwriting
(a)
Item 5.4 Annex V
Name and address of the co-ordinator(s) of the global offer and of

single parts of the offer and, to the extent known to the issuer or to
the offeror, of the placers in the various countries where the offer
takes place.
(b)
Name and address of any paying agents and depository agents in

each country.
(c)
Name and address of the entities agreeing to underwrite the issue

on a firm commitment basis, and the name and address of the
entities agreeing to place the issue without a firm commitment or
under best efforts arrangements. Indication of the material
features of the agreements, including the quotas. Where not all of
the issue is underwritten, a statement of the portion not covered.
Indication of the overall amount of the underwriting commission
and of the placing commission.
(d)
When the underwriting agreement has been or will be reached.
Guidelines for
January 2010
Page 57 of 64
Appendix 2
Disclosure Requirements for
Guarantees
These requirements are extracted from Annex VI of the Prospectus
Regulation.
1
Nature of the guarantee

A description of any arrangement intended to ensure that any obligation
Item 1 Annex VI
material to the issue will be duly serviced, whether in the form of

guarantee, surety, Keep well Agreement, Mono-line Insurance policy or
other equivalent commitment (hereafter referred to generically as
guarantees and their provider as guarantor for convenience).
Without prejudice to the generality of the foregoing, such arrangements
encompass commitments to ensure obligations to repay debt securities
and/or the payment of interest and the description shall set out how the
arrangement is intended to ensure that the guaranteed payments will be
duly serviced.
2
Scope of the guarantee

Details shall be disclosed about the terms and conditions and scope of
Item 2 Annex VI
the guarantee. Without prejudice to the generality of the foregoing, these

details should cover any conditionality on the application of the
guarantee in the event of any default under the terms of the security and
the material terms of any Mono-line Insurance or Keep well Agreement
between the issuer and the guarantor. Details must also be disclosed of
any guarantors power of veto in relation to changes to the security
holders rights, such as is often found in Mono-line Insurance.
3
Information to be disclosed about the guarantor

The guarantor must disclose information about itself as if it were the
Item 3 Annex VI
issuer of that same type of security that is the subject of the guarantee.
4
Documents on display
Indication of the places where the public may have access to the
material contracts and other documents relating to the guarantee.
Guidelines for
January 2010
Page 58 of 64
Item 4 Annex VI
Appendix 3
Admission Application
Guidelines for
January 2010
Page 59 of 64
Guidelines for
January 2010
Page 60 of 64
Appendix 4
Listing Agent Declaration
Guidelines for
January 2010
Page 61 of 64
Appendix 5
ISE Fee Structure for the Listing and
Admission to Trading of Covered
Debt Securities
NON PROGRAMME DOCUMENTS
2000 document review fee 5 .
2000 annual fee with the option to pay on an annual or upfront basis.
Upfront payments can avail of a once off fee of 10,000.
500 tranche fee applied to the first tranche of an application for listing
e.g. Class A.
250 tranche fee applied to all subsequent tranches in the same listing
e.g. Class B, Class C and Class D etc.
532.4 formal notice fee for an EU issuer 6 or 440 formal notice fee for a
non EU issuer.
PROGRAMME DOCUMENTS
2000 document review fee.
1500 per document for all subsequent documents/supplements

submitted to the ISE under the programme that require approval 7 .
2000 annual fee applied at programme level with the option to pay on
an annual or upfront basis. Upfront payments can avail of a once off fee
of 10,000.
500 tranche fee applied to the first tranche of each Series to be listed.
250 tranche fee applied to further tranches of each Series to be

listed.
500 tranche fee applied for each Final Terms listed.
532.4 formal notice fee for an EU issuer6 or 440 formal notice fee for a
non EU issuer.
SUPPLEMENT
1500 fee except in the case where the supplement is filing financials
where a 750 fee will apply.
Where the document is a prospectus, 1,800 of the fee relates to prospectus approval
by the Irish Competent Authority and is collected by the ISE for and on behalf
of the Irish Competent Authority.
Where a non-Irish EU Issuer is VAT registered, they are not liable to pay VAT on the formal
Where the document is a prospectus, 1,200 of the fee relates to prospectus approval
notice, provided they submit their VAT registration number to the ISE.
by the Irish Competent Authority and is collected by the ISE for and on behalf
of the Irish Competent Authority.
Guidelines for
January 2010
Page 62 of 64
Appendix 6
Extract from Transparency Rules
The following requirements are derived from Section 6 of the
Transparency Rules of the Irish Competent Authority.
CONTENT OF MANAGEMENT REPORT
Transparency
Rule 6.1
The annual management report must contain:

(1.) a fair review of the issuers business; and
(2.) a description of the principal risks and uncertainties facing the
issuer.
The review required by 1 above must:
(a) be a balanced and comprehensive analysis of:
(i) the development and performance of the issuers business
during the financial year; and
(ii) the position of the issuers business at the end of that year,
consistent with the size and complexity of the business;
(b) include, to the extent necessary for an understanding of the
development, performance or position of the issuers business:
(i) analysis using financial key performance indicators (i.e.
factors
by
reference
to
which
the
development,
performance or position of the issuers business can be

measured effectively); and
(ii) where appropriate, analysis using other key performance
indicators including information relating to environmental
matters and employee matters; and
(c) include references to, and additional explanations of, amounts
included in the issuers annual financial statements, where
appropriate.
The management report must also give an indication of:
(a)
any important events that have occurred since the end of the
financial year;
(b)
the issuer's likely future development;
(c)
activities in the field of research and development;
(d)
the information concerning acquisitions of own shares prescribed

by Article 22 (2) of Directive 77/91/EEC;
(e)
the existence of branches of the issuer; and
Guidelines for
January 2010
Page 63 of 64
(f)
in relation to the issuer's use of financial instruments and where

material for the assessment of its assets, liabilities, financial
position and profit or loss:
(i) the issuer's financial risk management objectives and policies,
including its policy for hedging each major type of forecasted
transaction for which hedge accounting is used; and
(ii) the issuer's exposure to price risk, credit risk, liquidity risk and
cash flow risk.
ACCOUNTING POLICIES AND PRESENTATION APPLIED TO

HALF-YEARLY FIGURES
Transparency
Rule 6.2
The accounting policies and presentation applied to half-yearly figures

must be consistent with those applied in the latest published annual
accounts except where:
(1.) the accounting policies and presentation are to be changed in the
subsequent annual financial statements, in which case the new
accounting policies and presentation should be followed and the
changes and the reasons for the changes should be disclosed in
the half-yearly report; or
(2.) the Irish Competent Authority otherwise agrees.
CHANGE IN ACCOUNTING DATE

(1.) An issuer must notify a RIS as soon as possible of:
Transparency
Rule 6.3
(a) any change in its accounting reference date; and

(b) the new accounting reference date.
(2.) A listed company must prepare and publish a second interim report
in accordance with Transparency Regulation 6 if the effect of the
change in the accounting reference date is to extend the
accounting period to more than 14 months.
(3.) The second interim report must be prepared and published in
respect of either:
(a) the period up to the old accounting reference date; or
(b) the period up to a date not more than six months prior
to the new accounting reference date.
Guidelines for
January 2010
Page 64 of 64

Guidelines Covered Debt Securities

Încărcat de

Informații document

Drepturi de autor

Formate disponibile

Partajați acest document

Partajați sau inserați document

Opțiuni de partajare

Vi se pare util acest document?

Este necorespunzător acest conținut?

Drepturi de autor:

Formate disponibile

Guidelines Covered Debt Securities

Încărcat de

Drepturi de autor:

Formate disponibile

Listing and Admission to Trading

Covered Debt Securities

asset backed securities; or

debt securities (which are not covered debt securities).

DELEGATION UNDER THE PROSPECTUS DIRECTIVE AND TRANSPARENCY

Irish Stock Exchange

Covered Debt Securities

ISE EXERCISING FUNCTIONS AS COMPETENT AUTHORITY

The Irish Stock Exchange Limited, 2010

Irish Stock Exchange

Covered Debt Securities

Conditions for Listing and Trading

Prospectus Review and Competent Authority Approval

Retail Covered Debt Securities

Disclosure Requirements for Guarantees

Covered Debt Securities Admission Application

Listing Agent Declaration

Extract from Transparency Rules

Irish Stock Exchange

Covered Debt Securities

relating to an admission to trading on a Regulated Market; and

aiming to specifically promote the potential subscription or acquisition of

Base prospectus means a prospectus containing all relevant information as

Irish Stock Exchange

Covered Debt Securities

Debt securities means debentures, debenture stock, loan stock, bonds,

being also applicable to the placing of securities through financial

not being applicable to trading on a regulated market or any other

Irish Stock Exchange

Covered Debt Securities

entity or an individual which or who makes an offer of securities to the public.

2004/109/EC) Regulations 2007(S.I. No 277 of 2007).

Irish Stock Exchange

Covered Debt Securities

Conditions for Listing and Trading

The ISE may make admission of securities to listing subject to any

special condition which the ISE considers appropriate in the interests of

The issuer must be duly incorporated or otherwise validly established

according to the relevant laws of its place of incorporation and

place of incorporation; be duly authorised according to the requirements

debt securities legislation; and have any necessary statutory or

An issuer with or seeking admission to listing and trading on the ISE

must be in compliance with the requirements of any stock exchange on

To be listed, securities must be admitted to trading on a market for listed

The securities to be listed must be freely transferable. In circumstances

An application for admission to listing and trading of securities of any

The physical form of securities, if they have a physical form, issued by

The directors of the issuer must have, collectively, appropriate expertise

The auditors to the issuer must be independent of the issuer and

Irish Stock Exchange

Covered Debt Securities

The Issuer must normally be a credit institution.

Save as provided for in paragraph 1.14, an issuer must have published

have been independently audited.

Accounts relating to a shorter period than two years may be accepted if

such acceptance is desirable in the interests of the applicant or of

where the application is in respect of guaranteed securities, the

the obligations created in respect of such securities are fully

The issuer must be carrying on as its main activity, either by itself or

Irish Stock Exchange

Covered Debt Securities

Under the Regulation a prospectus may be comprised of a registration

PROSPECTUS AS A SINGLE DOCUMENT

A prospectus as a single document must contain the following parts in