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Overview of Prospectus, Post-Admission and Transparency Obligations Under Union Law

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Overview of Prospectus, Post-Admission and Transparency Obligations Under Union Law Deutsche Börse AG OVERVIEW OF PROSPECTUS, POST-ADMISSION AND TRANSPARENCY OBLIGATIONS UNDER UNION LAW Table of Contents Contents Page 1 Introduction ........................................................................................................................... 1 2 Definitions .............................................................................................................................. 2 3 Competent Financial Regulatory Authorities ..................................................................... 3 4 Overview of Prospectus, Post-Admission and Transparency Obligations under Union Law and German implementing Law ................................................................................... 5 4.1 Prospectus Obligations ........................................................................................................... 5 4.1.1 Offering of securities ..................................................................................................... 5 4.2 Financial Reports .................................................................................................................... 6 4.2.1 Annual financial report .................................................................................................. 6 4.2.2 Half-year financial report ............................................................................................... 7 4.2. Report on payments to governments ............................................................................ 9 4.3 Inside information, insider list, market sounding and managers’ transactions ...................... 10 4.3.1 Ad-hoc notification ...................................................................................................... 10 4.3.2 Delay of ad-hoc notification..........................................................................................11 4.3.3 Insider list .....................................................................................................................11 4.3.4 Market sounding ......................................................................................................... 13 4.3.5 Managers’ transactions ............................................................................................... 14 4.4 Prohibition of insider dealing, market manipulation and safe harbour for issuers ................ 15 4.4.1 Prohibition of insider dealing ....................................................................................... 15 4.4.2 Prohibition of market manipulation ............................................................................. 16 4.4.3 Safe harbour for issuers .............................................................................................. 16 4.5 Publication of holdings and trades in shares and related instruments.................................. 17 4.5.1 Publication of voting rights notifications ...................................................................... 17 4.5.2 Declaration about the holding and trading of own shares .......................................... 18 4.5.3 Notification / publication of amendments to capital and voting rights ......................... 19 4.6 Other disclosure obligations .................................................................................................. 19 4.6.1 Changes in rights ........................................................................................................ 19 4.6.2 Publication of home Member State ............................................................................. 20 4.7 Equal treatment of security holders and support .................................................................. 21 4.7.1 Obligations pursuant to the Transparency Directive ................................................... 21 4.7.2 Scope of application in Germany ................................................................................ 21 i 1 Introduction The following overview summarises important prospectus, post-admission and transparency obligations under the Prospectus Regulation (EU) 2017/1129, the Market Abuse Regulation (EU) 596/2014 and the Transparency Directive 2004/109/EC in connection with an admission of financial instruments to the regulated market of the Frankfurt Stock Exchange (FSE). The overview takes into account the laws and rules in effect on 21 July 2019. The overview focuses on issuers of financial instruments admitted to trading on regulated markets in Germany only that have their registered seat in Germany. Issuers having their registered seat in another EU / EEA member state or having chosen another EU / EEA member state as their home member state (within the meaning of section 2 para. 1 lit. (i) of the Transparency Directive) may be subject to additional requirements under local implementation legislation. Differing local regulatory practice has to be observed. Most issuers’ obligations include a publication on the issuers’ website and/or submission to media for the effective dissemination throughout the European community. Compliance with issuers’ obligations is monitored by the competent authorities in the respective EU member state. A list of competent financial regulatory authorities for selected European countries is set out in section 3. This overview has been prepared with due care, to fulfil the FSE’s obligation pursuant to Art. 7 para. 1 of the Commission Delegated Regulation (EU) 2017/568. It is, however, pointed out that this overview provides a high-level summary and that FSE neither assumes any liability with regard to the comprehensiveness or accurateness of this overview, nor does FSE intend to provide legal advice by making this overview available to the public. Issuers remain responsible and it is recommended that issuers obtain independent advice, to ensure compliance with all applicable laws, regulations or stock exchange rules. In particular, this overview does not cover additional obligations pursuant to national legislation or any stock exchange rules, nor does it cover additional obligations or exemptions that may exist for credit institutions and similar enterprises. The overview does not consider corporate law obligations other than as set out herein, nor does it consider applicable accounting standards or accounting practices. Also, the overview does not include any obligations of shareholders of a listed company (e.g. voting rights notifications, etc.). 1 2 Definitions “BaFin” German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) “BörsG” German Stock Exchange Act (Börsengesetz) “ESMA” European Securities Market Authority “EEA” European Economic Area “EU” European Union “FSE” Frankfurt Stock Exchange “German Companies Unternehmensregister Register” “HGB” German Commercial Code (Handelsgesetzbuch) “MAR” EU Market Abuse Regulation No 596/2014 of the European Parliament and the Council dated 16 April 2014, as amended “PCAs” Persons closely associated with PDMRs within the meaning of MAR “PDMRs” Persons discharging managerial responsibilities within the meaning of MAR “Prospectus Regulation” Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 “Transparency Directive” Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004, as amended “WpAV” Securities Trading Reporting Regulation (Wertpapierhandelsanzeigeverordnung) “WpHG” German Securities Trading Act (Wertpapierhandelsgesetz) “WpPG” German Securities Prospectus Act (Wertpapierprospektgesetz) 2 3 Competent Financial Regulatory Authorities Country Regulator Address and Contact Information Austria Financial Market Authority (FMA) Austrian Financial Market Authority (FMA) Otto-Wagner-Platz 5 A-1090 Vienna Austria Tel.: (+43) 1 249 59 0 France Authorité des Marchés Financiers Authorité des Marchés Financiers (AMF) 17, place de la Bourse 75082 Paris Cedex 02 France Tel: (+33)1 5345 6000 Germany Federal Financial Supervisory Bundesanstalt für Authority (BaFin) Finanzdienstleistungsaufsicht Marie-Curie-Str. 24-28 60439 Frankfurt Germany Tel: (+49) 0228 / 4108 - 0 Italy Commissione Nazionale per le Socieà Commissione Nazionale per le Socieà e la Borsa (CONSOB) e la Borsa Via Giovanni Battista Martini, 3 00198 Rome Italy Tel: (+39) 06 84771 Luxembourg Commission de Surveillance du Commission de Surveillance du Secteur Financier (CSSF) Secteur Financier 283, route d’Arlon L-1150 Luxembourg Grand Duchy of Luxembourg Tel: (+352) 26 25 1 - 1 Poland Polish Financial Supervision Authority Komisja Nadzoru Finansowego (KNF) Plac Powstańców Warszawy 1 skr. poczt. 419 00-950 Warszawa Tel: (+48 22) 262 50 00 Spain Spanish Securities Market Comisión Nacional del Mercado de Commission (CNMV) Valores Edison, 4 28006 Madrid 3 Country Regulator Address and Contact Information Spain Tel: (+34) 91 585 15 00 The Authority for the Financial Markets The Dutch Authority for the Financial Netherlands (AFM) Markets (AFM) Vijzelgracht 50 1017 HS, Amsterdam The Netherlands Tel: (+31) (0) 20 797 2000 4 4 Overview of Prospectus, Post-Admission and Transparency Obligations under Union Law and German implementing Law 4.1 Offering of securities - Prospectus Obligations 4.1.1 Obligations pursuant to the Prospectus Regulation Pursuant to Art. 3 of the Prospectus Regulation, an issuer may not offer securities without having published a prospectus for such securities, except in certain cases as outlined in Art. 1 para. 4 and 5 of the Prospectus Regulation. The Prospectus Regulation provides a new gradual
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