CmaBylaw
Executive Bylaws
5-10 Issuer Information Of Module Eleven: Dealing in Securities
Section: Chapter Five: Securities Subscription
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Sunday, 12 February 2017
A Public Offer Prospectus shall include the following information concerning the Issuer: 1. Issuer’s name, address and date of incorporation. 2. Issuer’s legal form. 3. Issuer’s issued and paid capital. 4. Number and detail of any Securities previously issued by the Issuer. 5. Brief description of the Group of which the Issuer is a member, if any, and the place occupied accordingly in such Group. 6. Statement of the names of the shareholders who hold 5% or more of the shares in the capital of the issuer, showing the percentage of shares held by each of them. 7. Audited and approved financial statements for the last three years preceding the date of applying for the approval of the Prospectus. In the event that more than nine months has elapsed from the date of the last approved financial statements, the submission of financial statements updated for this period and reviewed by an Auditor shall be required. 8. Statement of the distribution of the Issuer’s profits for the last five years preceding the date of applying for the approval of the Prospectus, inclusive of the value and kind of the shares distributed. 9. Brief description of the transactions carried out or to be carried out by any Related Parties. 10. Names and positions of the members of the Issuer’s Board of Directors or of the Board of the entity managing the Issuer. 11. The financial and in-kind benefits given to the members of the Issuer’s Board of Directors or of the Board of the entity managing the Issuer during the financial year preceding the application for the approval of the Prospectus, and the estimated value of the benefits intended to be given to them in the financial year of subscription. 12. Number and class of Shares owned by each Member of a Board of Directors of the Issuer in the Issuer’s capital. 13. Resume of each present or proposed Member of a Board of Directors of the Issuer and the nature of any family relationships between the Members of the Board of Directors. 14. Statement of any other position occupied by any Member of a Board of Directors of the Issuer. 15. Detailed description of the Issuer’s main activities as follows: a. Description of the Issuer’s main activities and any further exceptional factors that have a substantial effect on these activities. b. Statement of specific clients or suppliers and patents, intellectual property rights, licenses or private contracts which have a major significance for the Issuer’s activity. c. Information of the Issuer’s current investments, if any, and their relevant risks. d. Information of claims, judicial actions or arbitration procedures, whether considered, suspended or alleged to be taken against the Issuer or any of its Subsidiary Companies, which may have substantial effect on its financial position.Article 5-10 e. Basic information of all the main contracts of the Issuer or the Issuer’s Subsidiary Companies within the two years preceding the date of applying for approving the Prospectus and the parties of these contracts, provided that routine contracts entered into within the ordinary course of the Issuer’s business are not included.
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