L 6124 Official Journal of the European Union 28.2.2007 COMMISSION REGULATION (EC) No 211/2007 of 27 February 2007 amending Regulation (EC) No 809/2004 implementing Directive 2003/71/EC of the European Parliament and of the Council as regards financial information in prospectuses where the issuer has a complex financial history or has made a significant financial commitment (Text with EEA relevance) THE COMMISSION OF THE EUROPEAN COMMUNITIES, Having regard to the Treaty establishing the European Community, Having regard to 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 and amending Directive 2001/34/EC (1), and in particular Article 5(5) thereof, Whereas: ORY) o P Commission Regulation (EC) No 809/2004 of 29 April 2004 implementing Directive 2003/71/EC of the European Parliament and of the Council as regards infor- mation contained in prospectuses as well as the format, incorporation by reference and publication of such prospectuses and dissemination of advertisements (?) sets out in detail the information which must be included in a prospectus, for different kinds of securities, in order to comply with Article 5(1) of that Directive. Those detailed information requirements cover, among other things, the financial information concerning the issuer which must be included in a prospectus in order to enable investors to understand the financial position of the issuer. However, there are cases where the financial position of the issuer is so closely linked with that of other entities that financial information concerning those entities is indispensable for the purposes of giving full effect to Article 5(1) of Directive 2003/71/EC, that is to say, for complying with the obligation to include in the prospectus all the information necessary to enable the investor to make an informed assessment of the issuer’s financial position and prospects. Such cases may arise where the issuer has a complex financial history and those where the issuer has made a significant financial commitment. L 345, 31.12.2003, p. 64. L 149, 30.4.2004, p. 1, as corrected by O] L 215, 16.6.2004, 3. Regulation as amended by Regulation (EC) No 1787/2006 (O] L 337, 5.12.2006, p. 17). (3) In order to ensure, therefore, that Article 5(1) of Directive 2003/71/EC is not deprived of useful effect in those cases and to introduce a greater measure of legal certainty in this regard, it should be made clear that the information requirements laid down in Annex I to Regu- lation (EC) No 809/2004 are to be construed in that context as relating also to financial information concerning entities other than the issuer, where the omission of that information could prevent an investor from making an informed assessment of the issuer’s financial position. In view of the fact that, under Article 3 of Regulation (EC) No 809/2004, the competent authorities may not request the inclusion of information for which no express provision is made in the Annexes, it is necessary to clarify the responsibilities of the competent authorities in this context. Where an issuer has a complex financial history, the entire business undertaking of the issuer may not be covered by historical financial information relating to the issuer, but will be covered instead by financial infor- mation drawn up by another entity. This is likely to be the case where the issuer has made a significant acqui- sition not yet reflected in its own financial statements; where the issuer is a newly incorporated holding company; where the issuer is composed of companies that were under common control or ownership but which never formed a legal group; or where the issuer has been formed as a separate legal entity following the division of an existing business). In such cases, all or part of the business undertaking of the issuer will have been carried on by another entity during the period for which the issuer is required to provide historical financial infor- mation. However, it is not currently possible to provide a comprehensive list of cases that should be treated as issuers with a complex financial history. It is likely that new and innovative forms of transaction might be developed that would fall outside the cases specified in any such list. It is therefore appropriate to provide a broad definition of the circumstances in which an issuer should be treated as having a complex financial history.