4.1.2.2. Preparation

4.2.2.1. Presentation document

If an MTF is chosen, for the listing of the  bonds, and the offering of bonds is preceded by a Private Placement or by a Public Offering that does not require the disclosure of an EU Prospectus in accordance with one of the exemptions presented in section ‘4.1.0. Road to Debt offering’, your Company will be required to prepare an Information Document or a Technical Note.

Information document

What is an Information Document?

The Information Document is a more concise and flexible document than a Prospectus, with the aim of striking a balance between simplifying access to finance for SMEs and protecting investors by ensuring accurate and sufficient information

The Information Document must be written in comprehensible language with accurate, clear and non-misleading content and must include the necessary information to allow investors to make their investment decisions, such as the Company’s assets and liabilities, financial position, profit and losses, and prospects of the Company and any guarantor (when applicable) as well as the bondholders’ rights.

For Euronext markets, the information contents are specified in Appendix III of the Euronext Growth Rulebook and Appendix IV of the Euronext Access Rulebook.

Language

As to Euronext MTFs, the Information Document is accepted in English or in Portuguese.

Approval

The Information Document is approved by Euronext, if an Euronext MTF is chosen for the admission to trading, which will be responsible for reviewing the document’s completeness, consistency and comprehensibility.

Publication

Once approved, the Information Document must be published in accordance with the rules of the stock market operator.

Technical Note

What is a Technical Note?

The Technical Note is a document containing information of the Company and of the bonds to be admitted to trading on the Euronext Access. This document may have less information when compared to a Prospectus or an information Document. For further information consult APPENDIX V of Euronext Access Rule Book.

The Technical Note is required for the admission on the Euronext Access, in the case of a Private Placement or Direct Admission of bonds.

Language

The Technical Note must be written in Portuguese, or in English.

4.2.2.2. Other preparation considerations

The Due Diligence will, in principle, only be required, in case there is either a formal underwriting of the Company’s newly issued bonds by one or more Placement Financial Intermediary(ies) or some sort of offering/roadshow to Institutional Investors.

Early engagement of the Company and its advisors with the stock market operator is crucial to discuss the application of the eligibility criteria for listing, the suitability for listing, identify any issues that require adjustments or clarifications, jointly agree on a timetable for the process of admission to trading.

4.2.2.3. Marketing

The main difference when compared to an Offer with Prospectus is that in an offer with no Prospectus it will not be required for the Company to get the Regulator’s approval for the advertising materials to be used.

Although it is common to have some publicity and promotion of the issue towards investors, including a roadshow directed towards Institutional Investors, it is up to the Company to define how it wants to publicize the issue to the market.