Frankfurt announces the new rules for the Open Market and Entry Standard today.
In summary, the First Quotation board will close down as of Dec 15, 2012. The requirements for inclusion in the Entry Standard will be tightened effective July 1, 2012. New requirements include a prospectus, operations for at least two years, and nominal equity capital of € 750,000. Nominal value per share must be € 1 and minimum free float must be ten percent.
In addition once a company is accepted to the Entry Standard it must provide a half-yearly financial statement along with abbreviated balance sheet, profit and loss statement, notes and management report.
Here is the complete text of the announcement:
Open Market Circular
Central Circular Management
Tel.: +49-(0) 69-2 11-1 96 20, Fax: +49-(0) 69-2 11-1 40 32
E-Mail: firstname.lastname@example.org Internet: www.xetra.com
Chairman of the
Dr. Manfred Gentz
(Chief Executive Officer)
(Deputy Chief Executive Officer)
mit Sitz in
HRB Nr. 32232
To all Companies participating in the Regulated Unofficial Market (Open Market) at Frankfurter Wertpapierbörse (FWB®, the Frankfurt
April 5, 2012
Open Market Circular No. 02/12
New Segmentation in Open Market
Dear Sir or Madam,
In our circular from February 6, 2012, we informed you about measures planned in Regulated Unofficial Market (Open Market). Immediately afterwards, consultations with market participants took place which returned a pleasantly large number of proposals that were handed in. After evaluation of the proposals and in close coordination with the Hessian Exchange Supervisory Authority and the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) we hereby present the results and announce the envisaged structure.
First Quotation Board
The First Quotation Board in its current form shall be closed effective December
15, 2012. Until this date, investors have sufficient opportunities to sell shares they
hold via the exchange.
Moreover, prior to this date, issuers in First Quotation Board have the opportunity
to change to another segment, provided the relevant requirements for access are
In order to significantly improve involvement of the issuers and maintain the
quality of the segments, the requirements for access as well as obligations arising
from inclusion in Entry Standard shall be tightened with effect from July 1, 2012.
Requirements for inclusion
In future, access to Entry Standard will always require a public offering, hence a
prospectus. The requirement of a prospectus does not apply for companies
already listed in Entry Standard (so-called “grandfathering”) and for companies
which change from Regulated Market to Entry Standard, provided they provably
fulfilled their disclosure requirements in the past. Also for issuers in First Quotation
Board who in the context of the last tightening of requirements (i.e. since
February 15, 2011) provided a prospectus which, at the time of changing to Entry
Standard, is not older than 18 months, no public offering and therefore no new
prospectus will be required.
In future, the application for inclusion must be submitted by the issuer together
with a Trading Member of the Frankfurt Stock Exchange with the status of a
credit institution or financial services institution according to § 32 Paragraph 2 of
the German Stock Exchange Act (Börsengesetz) with a liable equity capital in the
equivalent of €730,000. The issuer will become a direct contractual partner of
Deutsche Börse AG and will be responsible for fulfilment of requirements arising
For inclusion, the issuer must have existed as a company for at least two years
and have a nominal capital of at least €750,000. The (arithmetical) nominal value
per share must be €1 and the minimum free float must be ten percent.
The applying Trading Member shall evaluate if a given company is generally
ready for the capital market. I.e. the Trading Member will examine if the issuer is
sufficiently informed about the capital market, about rights and obligations and
corporate governance. They will also check that the company is no cash shell and
that sufficient preparations have been made regarding a risk control system,
reporting system etc. and, where required, recommend appropriate measures. The
Trading Member must provide evidence to Deutsche Börse AG for the issuer’s
readiness for the capital market.
Requirements arising from inclusion
The requirements arising from inclusion for companies in Entry Standard are
tightened in a way that issuers, in addition to the yearly financial statement, must
in future provide a half-yearly financial statement with abbreviated balance sheet,
profit and loss statement, notes and management report. All requirements arising
from inclusion must in future be fulfilled directly by the issuer and fulfilment
must be performed by submitting documents in electronic form to Deutsche
Börse AG. This also applies for issuers whose shares or certificates representing
shares are already included in Entry Standard. Violations may lead to contractual
penalties or termination of inclusion.
During the period of inclusion, the function of the Deutsche Börse Listing Partner
is that of a capital market coach who continually advises the issuer on essential
developments in the capital market and likewise on disclosure requirements.
As of October 1, 2012, besides bonds and funds, only shares or certificates
representing shares will be included in the Quotation Board which are listed at
another domestic or foreign exchange-like trading place recognized by Deutsche
Börse (as is the case in the current Second Quotation Board). In future, the
Specialist will take over the role of the Applicant. The Specialist ensures
tradability of the security by providing liquidity and undertakes to inform
Deutsche Börse immediately about corporate actions and provide other relevant
information. Violations lead to termination of inclusion or contractual penalties.
In order to ensure compliance with the new requirements, inclusion of all
securities in Open Market, with the exception of securities in Entry Standard and
funds, will be terminated on October 1, 2012 effective December 15, 2012. For
Specialists who wish to retain these securities and are able to provide evidence of
a primary listing at a trading place approved as exchange-like, a so-called “grandfathering”
will be applied at re-inclusion. Through legal opinions, evidence may
be provided that an alternative trading place also fulfils the criteria for being
acknowledged as exchange-like trading place, whereby such trading place will
be added to the list of exchange-like trading places.
Besides the Specialist, who is mandatory in Open Market, i.e. both in Entry
Standard and in Quotation Board, also a Designated Sponsor can act as additional
liquidity provider. In future, allocation of Specialists in Entry Standard will in
general follow the allocation in Regulated Market.
Please do not hesitate to call the Listing Team on tel. +49-(0) 69-2 11-1 35 55
for any questions you may have.
Frank Gerstenschläger Alexander Höptner
For All of your INCORPORATING needs contact Samuel Wierdlow Inc. (www.SamuelWierdlowInc.info)