Regulation on the admission of securities to the regulated market of a stock exchange (Exchange admission regulation-BörsZulV)

Unofficial table of contents

BörsZulV

Date of completion: 15.04.1987

Full quote:

" Exchange admission regulation in the version of the notice of 9 September 1998 (BGBl. 2832), as last amended by Article 2 (43) of the Law of 22 December 2011 (BGBl). I p. 3044)

Status:	New by Bek. v. 9.9.1998 I 2832;
	last amended by Art. 2 para. 43 G v. 22.12.2011 I 3044

For more details, please refer to the menu under Notes

Footnote

(+ + + Text evidence from: 1.5.1987 + + +) 

  

Heading: designation idF d. Art. 20 No. 1 G v. 21.6.2002 I 2010 mWv 1.7.2002 u.d. Art. 9 No. 1 G v. 16.7.2007 I 1330 mWv 1.11.2007 Unofficial table of contents

Content Summary

First chapter
Admission of securities to the regulated market
First section
Eligibility requirements
§ 1	Legal basis of the issuer
§ 2	Minimum amount of securities
§ 3	Duration of issuers ' existence
§ 4	Legal basis of the securities
§ 5	Marketability of securities
§ 6	Denomination of securities
§ 7	Admission of securities of a genus or of an issue
§ 8	Printing of the securities
§ 9	Spread of shares
§ 10	Issuers from third countries
§ 11	Admission of securities by means of exchange or subscription rights
§ 12	Approval of certificates representing shares
Second section
(dropped)
Third Section
Authorisation procedure
§ 48	Application for authorisation
§ 49	(dropped)
§ 50	Date of authorisation
Section 51	Publication of the authorisation
Section 52	Introduction
Second chapter
Obligations of issuers of admitted securities
First section
(dropped)
§ § 53 to 62	(dropped)
Second section
Other obligations
§ § 63 to 68	(dropped)
Section 69	Admission of later issued shares
Section 70	(dropped)
Third chapter
Final provisions
Section 71	(dropped)
Section 72	General provisions on financial statements
Section 72a	Transitional provision
Section 73	(Entry into force)

First chapter
Admission of securities to regulated listing

First section
Eligibility requirements

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§ 1 Legal basis of the issuer

The establishment and the statutes or the social contract of the issuer must comply with the law of the State in which the issuer has its registered office. Unofficial table of contents

§ 2 Minimum amount of securities

(1) The expected price value of the shares to be admitted or, if its estimate is not possible, the equity of the company within the meaning of Section 266 (3) (A) of the Commercial Code, whose shares are to be admitted at least 1,250,000 euros. This shall not apply if shares of the same class are already admitted to the regulated market on this stock exchange. (2) For the admission of securities other than shares, the total nominal amount must be at least 250,000 euros. (3) For the admission of Securities which are not denominated in a monetary amount must be the minimum number of the securities of ten thousand. (4) The management may allow smaller amounts than those provided for in the preceding paragraphs if it is satisfied that: in the case of securities to be admitted, a sufficient market will be formed. Unofficial table of contents

§ 3 Duration of issuance of the issuer

(1) The issuer must have passed at least three years as a company and must have disclosed its annual accounts for the three years preceding the application, in accordance with the rules in force for this purpose. (2) The If this is in the interest of the issuer and the public, management may allow shares to be permitted by way of derogation from paragraph 1. Unofficial table of contents

§ 4 Legal basis of the securities

The securities must be issued in accordance with the law applicable to the issuer and must comply with the rules applicable to the securities. Unofficial table of contents

§ 5 Trade-ability of securities

(1) The securities must be freely negotiable. (2) The management may

1.

permit securities not fully paid if it is ensured that the stock exchange trading is not affected and if the prospectus refers to the lack of full payment and the arrangements made to this effect, or, if a prospectus is not to be published, the public shall be informed in any other appropriate manner;

2.

If the consent requirement does not lead to a disruption of the stock exchange trading, shares may be allowed to acquire the consent.

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§ 6 denomination of securities

The denomination of the securities, in particular the smallest denomination and the number of securities issued in this denomination, must take into account the needs of the exchange trading and the public. Unofficial table of contents

§ 7 Admission of securities of a genus or of an issue

(1) The application for the admission of shares must refer to all shares of the same class. It may, however, be limited in so far as the shares which are not to be granted are part of a holding which serves to maintain a dominant influence on the issuer, or may not be traded for a certain period of time; and if the only partial authorisation is not to be expected to be detrimental to the acquirer of the shares to be admitted. In the prospectus, it should be pointed out that only for a part of the shares has been applied for, and the reason for this should be disclosed; if a prospectus is not to be published, the public shall be informed in any other appropriate manner. (2) The Application for admission of securities other than shares must relate to all securities of the same issue. Unofficial table of contents

§ 8 Pressure equipment of the securities

(1) The printing equipment of the securities in printed individual certificates must provide adequate protection against counterfeiting and enable the securities traffic to be handled safely and easily. In the case of securities issued by an issuer having its registered office in another Member State of the European Union or in another State Party to the Agreement on the European Economic Area, compliance with the rules laid down in that State shall be sufficient for the purposes of the (2) If the printing equipment of the securities does not provide sufficient protection against forgery, the prospectus shall indicate this; if a prospectus is not to be published, the public shall be referred to others to teach in a suitable way. Unofficial table of contents

§ 9 scattering of shares

(1) The shares to be allocated shall be sufficiently scattered in the public of a Member State or of several Member States of the European Union or of a Contracting State or of a number of States Parties to the Agreement on the European Economic Area be. They shall be deemed to be sufficiently scattered if at least twenty-five of the hundred of the total nominal value, in the case of non-par value shares of the number of shares to be attributed, have been acquired by the public or if, on account of the large number of shares, the number of shares of the same genus and its wide spread in the public, a proper trading of the stock exchange is also guaranteed with a lower percentage. (2) By way of derogation from paragraph 1, shares may be admitted if:

1.

a sufficient dispersion is to be achieved through the introduction on the stock exchange and the management is convinced that this dispersion will be achieved within a short period of time after the introduction,

2.

Shares of the same class within the European Community or within a Contracting State of the Agreement on the European Economic Area shall be admitted to an organised market and sufficient dispersion shall be granted in relation to the all of the shares issued are reached or

3.

the shares outside the European Community or outside the other Contracting States of the Agreement on the European Economic Area, in a market comparable to an organised market, are approved and a sufficient number of shares are Spread in the audience of those states where these shares are admitted.

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§ 10 Issuers from third countries

Shares of an issuer having its head office in a State outside the European Community or outside the other States Parties to the Agreement on the European Economic Area, which are neither in that State nor in the State of their principal Distribution in a market comparable to an organised market within the meaning of Article 2 (5) of the Securities Trading Act, admitted to trading, may only be admitted if it is credibly made that the admission into the market is States have not been left for reasons of protection of the public. Unofficial table of contents

Section 11 Admission of securities with exchange or subscription rights

(1) Securities which grant creditors a right of exchange or subscription to other securities may only be admitted if the securities to which the exchange or subscription right relates, on a domestic stock exchange, are either traded on the market or on the market. may be admitted or included in another organised market, or be admitted or incorporated at the same time. (2) By way of derogation from paragraph 1, the management may authorise securities if the securities to which the exchange or shall be admitted to trading on an organised market and where: the general public can regularly inform themselves about the courses which are held in the market abroad in the trading of these securities. Unofficial table of contents

§ 12 Approval of certificates representing shares

(1) Certificates representing shares may be admitted if:

1.

the issuer of the shares represented has co-signed the application for admission, fulfils the conditions laid down in § § 1 to 3 and is obligated in writing to the management, the obligations specified in § § 40 and 41 of the Stock Exchange Act of the issuer of eligible shares,

2.

the certificates that meet the requirements specified in § § 4 to 10, and

3.

the issuer of the certificates provides the guarantee for the fulfilment of its obligations to the certificate holders.

(2) The certificates shall be issued by shares of an issuer established in a State outside the European Community or outside another Contracting State of the Agreement on the European Economic Area, and the shares shall not be held either in the issuer or in any other Contracting State of the Agreement State still authorized in the State of its main distribution on a stock exchange in a market comparable to an organised market, it shall be made credible that the authorisation shall not, for reasons of protection of the public, be granted is not. Unofficial table of contents

§ § 13 to 47 (omitted)

Third Section
Authorisation procedure

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Section 48 Admission request

(1) The application for authorisation shall be made in writing. He must specify the company and the registered office of the applicant, the nature and amount of the securities to be admitted. It shall also indicate whether a similar request has been made before or at the same time on another domestic exchange or in another Member State of the European Union or in another State Party to the Agreement on the European Union. The application shall be accompanied by a draft of the prospectus or an approved prospectus and the evidence required for the examination of the conditions of admission. In particular, the management shall be presented on request

1.

a certified extract from the trade register at the latest;

2.

the statutes or the social contract in the latest version;

3.

approval certificates if the establishment of the issuer, the pursuit of its business activities or the issue of the securities requires a government permit;

4.

the annual accounts and the annual reports for the three financial years preceding the application, including the endorsement of the auditors;

5.

proof of the legal basis of the securities issue;

6.

in the case of printed individual certificates, a sample of each nominal value of the securities to be admitted (mantle and bow);

7.

in the case of a collective securitisation of the securities to be admitted, the issuer ' s declaration that:

a)

the collection certificate is deposited with a securities collection bank (Section 1 (3) of the depositary act) and, at a resolution of the collection certificate, the individual certificates are submitted in accordance with point 6; and

b)

it will dissolve the collection certificate at the request of the management if it is obliged to issue individual securities upon request to the holders of the rights to be contained in the collection certificate;

8.

in the case of § 3 paragraph 2, the reports on the establishment and its examination (Section 32 (1), Section 34 (2) of the German Stock Corporation Act).

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§ 48a Publication of a basic prospectus

Debt securities which are to be admitted simultaneously with their public first edition and for which a base prospectus valid under the Securities Prospectus Act is available may allow the management if the final conditions are the offer is only fixed shortly before the issue and the basic prospectus has been published within twelve months before the admission of the debt securities and provides information on how this information is included in the prospectus . The final terms and conditions must be published prior to the introduction of the debt securities in accordance with Article 6 (3) of the Securities Prospectus Act. Unofficial table of contents

§ 49 (omitted)

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§ 50 Date of admission

The approval may not take place at the earliest on the following trading day on the date of submission of the application for authorisation to the management. Unofficial table of contents

Section 51 Publication of the authorisation

The approval will be published by the management at the expense of the applicants in the Federal Gazette. Unofficial table of contents

Section 52 Introduction

The introduction of the securities may be carried out at the earliest on the date of the first publication of the prospectus or, if no prospectus is to be published, on the working day following the publication of the permit.

Second chapter
Obligations of issuers of admitted securities

First section
(dropped)

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§ § 53 to 62 (omitted)

Second section
Other obligations

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§ § 63 to 67 (omitted)

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Section 68

(dropped) Unofficial table of contents

Section 69 Approval of later issued shares

(1) The issuer of approved shares is obliged to apply for publicly issued shares of the same class as those already admitted to the regulated market, if their approval requires an application. (2) The application referred to in paragraph 1 shall be submitted no later than one year after the issue of the shares to be issued or, if they are not freely negotiable at that time, at the time of their free trading. If a trading of subscription rights takes place in the regulated market prior to the introduction of the shares and if a prospectus is to be published in accordance with the Securities Prospectus Act, the application for admission shall be subject to compliance with the provisions of section 14 (1) of the The Securities Prospectus Act for the prospectus publication. Unofficial table of contents

§ 70 (omitted)

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Third chapter
Final provisions

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§ 71 (omitted)

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Section 72 General provisions on annual accounts

(1) annual accounts within the meaning of this Regulation are:

1.

the annual accounts in accordance with section 242 (3) of the Commercial Code,

2.

the individual financial statements in accordance with Section 325 (2a) of the Commercial Code,

3.

the consolidated financial statements after the second subsection of the second section of the third book of the Commercial Code, or in accordance with the second section of the publicity law,

4.

financial statements in accordance with other provisions, where reference is made to one of the above provisions; and

5.

Diplomas according to foreign law, provided that they correspond to their type after a conclusion according to points 1 to 4.

The provisions of this Regulation concerning foreign issuers shall remain unaffected. (2) Insofar as the issuer has, in accordance with this Regulation, a separate financial statements to be included in the prospectus or otherwise disclosed, the issuer may, after its election, enter into The conclusion referred to in the first sentence of the first sentence of paragraph 1 shall be replaced by the first sentence of paragraph 1 of this paragraph, which shall be replaced by the first sentence of paragraph 1 or in the first sentence of paragraph 1 of the first sentence. The same applies to the summary of the individual financial statements and to the confirmation notice. Unofficial table of contents

Section 72a Transitional provision

(1) In the case of debt securities for which a prospectus has been published in accordance with Article 44 of this Regulation before 1 July 2005, this Regulation shall continue to apply in the version in force before 1 July 2005. (2) (omitted) (3) Are shares an issuer has been admitted to the regulated market before 1 November 2007, the application for admission pursuant to section 69 (1) of the regulated market shall be the regulated market at the latest by 31 December 2007 for shares not yet registered. October 2009. The second sentence of Section 69 (1) remains unaffected. Unofficial table of contents

Section 73

(Entry into force) Unofficial table of contents

Asset (dropped)

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