TABLE OF CONTENTS
1
1.1 1.2 1.3 1.4 1.5 1.6 1.7
INTRODUCTORY INFORMATION 6
4.12 Return of Funds 4.13 Cancellation of Offering 4.14 Lock-up 4.15 Dilution 4.16 Taxation
36 36 37 37 37
6 6 7 8 8 9 9
5
REASONS FOR THE OFFERING AND USE OF PROCEEDS 39
2
SUMMARY 10
6
DIVIDENDS AND DIVIDEND POLICY 40
3
RISK FACTORS 24
7
GENERAL CORPORATE INFORMATION AND ARTICLES OF ASSOCIATION 41
8
SHARE CAPITAL, SHARES AND OWNERSHIP STRUCTURE 43
9
MANAGEMENT 47
3.1 3.2 3.3 3.4 3.5
Applicable Law Persons Responsible and Limitations of Liability Presentation of Information Documents on Display Accounting Principles and Financial Statements Forward-Looking Statements Use of Prospectus
Introduction Business Risks Political, Economic and Legal Risks Financial Risks Risks Related to Shares, Offering and Admission to Trading on First North
24 24 26 28
7.1 General Corporate Information 7.2 Articles of Association
29
4 TERMS AND CONDITIONS OF THE OFFERING 31
4.1 Offering 4.2 Over-Allotment Option 4.3 Right to Participate in Retail Offering 4.4 Offer Price 4.5 Offering Period 4.6 Subscription Undertakings 4.7 Payment 4.8 Distribution and Allocation 4.9 Allocation to Employees and Shareholders 4.10 Settlement through Global Lead Manager 4.11 Settlement and Trading
8.1 8.2 8.3 8.4 8.5
31 31 32 32 32 32 34 34 35 35 36
9.1 9.2 9.3 9.4 9.5 9.6 9.7
4
Share Capital and Shares Major Shareholders Rights of Shareholders Shareholder Benefits Programme Personnel Share Options
Management Structure Management Board Supervisory Board Remuneration and Benefits Share Ownership Compliance with Corporate Governance External Auditors
41 41
43 44 44 46 46
47 47 50 52 52 52 53