Berlin has announced new rules for its open market.
Berlin has amended its rules and requirements for a listing in the open market.
The intention – more or less – is that Berlin wants to limit its market place preferably to companies from German jurisdictions and companies with operating histories. This is mainly due to the securities law, they say they don’t have the capacity and expertise to assess too many different jurisdictions. There might be exceptions to this rule in “well-founded” cases.
In any case an applicant must have operational business in place for at least one complete year, i.e. at least one annual account, where as normally it should be rather 3 years…Berlin likes to see companies that already have a standing within their market and proofed the prospects of success of their business model. I have attached the new rules and guidelines to this mail for your information.
These new rules do not effect listngs via dual listing. Fore example OTCBB companies TSX companies, etc. can still dual list in a matter of days.
Here are the precise rules:
Requirements for the inclusion of shares in the Open Market of the Berlin Stock Exchange
1. It should be a company from the German jurisdiction. Foreign companies may be included provided that there are particularly good reasons. In this case it is about well‐founded exceptions in individual cases.
2. Additional to the application an Exposé has to be submitted; about 20‐30 pages, including the following:
a. A statement by the board of the issuer, confirming that all information are correct and complete and no considerable information has been withheld.
b. Information about the shares ( especially No. of items , aggregate principal amount, transfer and paying agent)
c. Information of the issuer, particular to statutory purpose of the company;
d. Information about the Issuer´s Capital
e. Information about the business activities
f. Information about the assets, financial and income position of the Issuer, at least for the
last completed fiscal year
g. Information about the audit of the Issuer´s financial statements, at least for the latest
completed fiscal year
h. Information about the Issuer´s management and supervisory board
i. Information about the Issuer´s earliest course of business and the business prospects
3. In addition two annual reports should be submitted, showing the development of current driven business.
4. The Issuer must be an active operative company, Start‐up companies or companies searching or Venture capital will not be included. Furthermore no shell companies will be included. The company has to show the required structure and organization for the operative business. This especially includes employees. The company must not depend on the idea or the engagement of an individual. Investors must expect some certainty in terms of continuity.
5. The proper trading of the shares must be ensured, this means there have to be enough shares in circulation, so that of supply and demand can determine a price. Here we consider both the absolute number of shares and their relation to the share capital.
6. Furthermore, the articles of association and a current certificate of registration have to be submitted.
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