Regulation On The Admission Of Securities To The Regulated Market Of A Stock Exchange

Original Language Title: Verordnung über die Zulassung von Wertpapieren zum regulierten Markt einer Wertpapierbörse

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Read the untranslated law here: http://www.gesetze-im-internet.de/b_rszulv/BJNR012340987.html

Regulation on the admission of securities to the regulated market of a stock exchange (stock exchange admission regulation - BörsZulV) BörsZulV Ausfertigung date: 15.04.1987 full quotation: "stock exchange admission regulation as amended by the notice of 9 September 1998 (BGBl. I S. 2832), most recently by article 2 paragraph 43 of the law of December 22, 2011 (BGBl. I S. 3044) is changed" stand: Neugefasst by BEK. v. 9.9.1998 I 2832;
 
as last amended by article 2 para 43 G v. 22nd December 2011 3044 for details on the stand number you find in the menu see remarks footnote (+++ text detection from: 1.5.1987 +++) heading: name idF d. Article 20 No. 1 G v. 21.6.2002 I 2010 mWv 1.7.2002 u.d.. Article 9 No. 1 G v. 16.7.2007 I 1330 mWv 1.11.2007 contents first chapter admission of securities to the regulated market first section admission § 1 legal basis of the issuer section 2 minimum amount of securities § 3 duration of existence of the issuer section 4 legal basis § 5 securities tradability of securities § 6 denomination of the securities section 7 admission of securities of a genus or an issuance of section 8 printing facilities of the securities section 9 scattering of shares article 10 issuers from third countries article 11 admission of securities with conversion or subscription rights article 12 registration certificates, shares second section represented (dropped out) third section approval procedure § 48 approval article 49 (dropped out) § 50 time of registration § 51 publication of registration § 52 introduction chapter legal obligations of the issuer securities first section (dropped out) §§ 53 to 62 (dropped out)
 
Second section other obligations sections 63 to 68 (dropped out) section 69 approval later given out shares section 70 (fallen away) third chapter final provisions § 71 (dropped out) § 72 General provisions about financial statements section 72a transitional provision Article 73 (entry into force) first chapter admission of securities to regulated listing first section admission § 1 legal basis of issuers that have Foundation and the statutes or the memorandum of Association of the issuer the law of the State meet, in which the issuer has its headquarters.

§ 2 minimum amount of securities (1) the estimated rate value of to skip to stocks or, if his estimate is not possible, the equity capital of the company within the meaning of section 266, paragraph 3 letter A of the commercial code, whose shares should be admitted, must be at least 1,250,000 euros. This does not apply if shares of same category on such exchange are already admitted to the regulated market.
(2) for the admission of other securities as shares, the total principal amount must be at least 250,000 euros.
(3) for the admission of securities not registered in an amount of money, the minimum quantity of securities must be ten thousand.
(4) the Management Board may admit prescribed lower amounts than in the preceding paragraphs, if it is satisfied that a sufficient market will develop for the to allow securities.

§ 3 duration of existence of the issuer (1) the issuer of admission of shares must at least three years as companies existed and have disclosed its annual financial statements for the three preceding the application year according to the regulations for this purpose.
(2) the Management Board may by way of derogation to admit shares of paragraph 1 if this is in the interests of the issuer and of the audience.

Article 4 legal basis of the securities the securities must in accordance with the applicable law will be issued for the issuers and comply with applicable regulations for the securities.

§ 5 the tradability of securities (1) the securities must be freely negotiable.
(2) the Management Board may permit 1 not fully paid securities, if it is ensured that the trading is not affected and if taught in the prospectus on the missing full deposit and is pointed out the arrangements regarding this, or if not to publish a prospectus is the audience in any other appropriate medium,
2. shares, acquiring a consent is needed, allow if the consent requirement does not lead to disruption of trading.

Denomination of securities which denomination of securities, in particular the smallest denomination and the number of securities issued in this denomination must wear § 6 the needs of trading and of the public account.

§ 7 admission of securities of a genus or an emission (1) who applied for admission of shares must relate to all shares of the same category. He may be limited however to the extent as to disallow shares belong to a serving of maintaining a dominant influence on the issuer participation or may not be traded for a certain time, and if any disadvantages for the buyers of to allow shares from the partial approval. In the prospectus is to indicate that the approval was requested for only a portion of the shares, and the reason to specify; a prospectus is not to publish, is the audience in other appropriate way to teach.
(2) the request must refer to admission of other securities as equities on all securities of same emission.

Allow section 8 pressure equipment (1) securities which have printing facilities of securities into printed single certificates offer adequate protection against counterfeiting and a safe and easy execution of the transactions. For securities of an issuer established in another Member State of the European Union or in another Contracting State to the agreement on the European economic area is sufficient compliance with the rules that apply to the printing facilities of the securities in this State.
(2) the printing facilities of the securities offers no adequate protection against counterfeiting, is then noted in the prospectus; a prospectus is not to publish, is the audience in other appropriate way to teach.

§ 9 scattering of shares (1) to allow shares must be sufficiently diversified in the audience of a Member State or several Member States of the European Union or of a State party or several parties of the agreement on the European economic area. You are considered sufficiently diversified, when at least twenty-five per cent of the total principal amount, at non-par value shares of the number, to allow stocks of the audience been acquired are or if due to the large number of shares of the same genus, and its a proper trading also at a lower percentage ensures dispersion in the audience is.
(2) by way of derogation from paragraph 1, shares may be admitted if 1 a sufficient dispersal through the introduction on the stock exchange is to be achieved and the management thereof is convinced, that this variability within a short period after the introduction will be reached, 2. shares of same genus within the European Community or within a Contracting State of the agreement on the European economic area on an organised market are approved and achieves a sufficient diversification in relation to the sum total of all issued shares or 3.
the shares outside the European Community or outside of the other States party to the agreement on the European economic area on a market which is comparable with an organised market, are approved and a sufficient dispersion in the audience of those States is reached, in which these shares are admitted.

§ 10 issuers from third countries shares of an issuer is incorporated in a country outside the European Community or outside of the other States party to the agreement on the European economic area, which in this State, nor in the State of their main distribution at a market that is comparable to an organised market within the meaning of § 2 5 of the securities trading Act, are admitted to trading , may only be allowed if is made credible that the admission in those States not for reasons of the protection of the public is there have been no.

§ 11 admission of securities with conversion or subscription rights can only be admitted to (1) securities which give the holders a conversion or subscription rights on other securities, if the securities to which the conversion or subscription rights refers, on a domestic stock exchange either admitted to trading to or included in another organised market are or simultaneously admitted or incorporated.
(2) the Management Board may by way of derogation to admit securities from paragraph 1 if the securities to which the conversion or subscription rights refers and if is the audience regularly can teach domestically about the courses, which form on the market abroad in trade in these securities are admitted to trading on an organised market.

§ 12 registration certificates, the shares represent (1) certificates representing shares may be admitted, if 1 the issuer of the shares represented, signed with the application meets the conditions laid down in paragraphs 1 to 3 and compared to the management in writing obliged to fulfil in the §§ 40 and 41 of the Stock Exchange Act referred to obligations of the issuer of authorized shares, 2. the certificates which meet the conditions laid down in articles 4 to 10 and 3.
the issuer of the certificates which guarantees for the fulfillment of its obligations to the certificate holders.
(2) the certificates representing shares of an issuer is incorporated in a country outside the European Community or outside another Contracting State to the agreement on the European economic area and licensed to the shares in this State, nor in the State of their main distribution on a stock exchange at a market that is comparable to an organised market, is credible to do so , that the approval not for reasons of the protection of the public is there have been no.

§§ 13 to 47 (fallen away) third section approval procedure § 48 application (1) is the application for authorisation in writing. He must specify company and seat of the applicant, type and amount of securities to allow. Furthermore, it is to determine whether a similar application before or at the same time on another domestic Exchange, or in another Member State of the European Union or in another Contracting State to the agreement on the European economic area has been made or will be made immediately.
(2) the application include a draft of the prospectus or a prospectus approved and the necessary to check the admission requirements evidence to be attached. The management are required in particular to submit 1 a certified extract from the register of State;
2. the articles of incorporation or the social contract in the latest version;
3. the approval documents, if the establishment of the issuer, its business activities or the issue of the securities requires a State permit;
4. the annual financial statements and the management reports for the three fiscal years, preceded the request including the audit reports of the statutory auditor;
5. proof of the legal basis of the paper output of of value of;
6. in the case of printed out single documents a pattern piece of each nominal value of to skip to securities (coat and bow);
7 in the case of a collective securitisation of to skip to the Declaration of the issuer, securities that a) the global note in a securities depository (§ 1 para 3 of the custody Act) is deposited and a resolution of the global note be presented the certificates referred to in paragraph 6 and b) he the global note will dissolve at the request of the Executive Board, if it is committed to the holders of the rights in the global note , upon request, individual securities to give;
8. in the case of § 3 para 2 the reports on the establishment and their testing (§ 32 para 1, § 34 paragraph 2 of the companies Act).

§ 48a publication of a base prospectus notes, which should be admitted at the same time with their first public release and for which is a prospectus valid according to the Act on Securities prospectuses, can allow the management, if the final terms of the offer just before the Edition are priced and the base prospectus has been published twelve months prior to registration of the notes and information about it is , as this information be included in the prospectus. The final terms must be published prior to the introduction of the bonds according to § 6 section 3 of the securities prospectus Act.

paragraph 49 (dropped out) - 50 time of registration which may allow at the earliest on the trading day following the date of the submission of the management process take place.

Article 51 publication approval the approval is published by the management at the expense of the applicant in the Federal Gazette.

Article 52 the introduction of securities may introduction at the earliest at which on the first publication of the prospectus or, if no prospectus is to publish, be the business day following the publication of the registration.
Chapter two obligations of the issuers of approved securities first section (dropped out) §§ 53 to 62 (fallen away) second section other duties of §§ 63 to 67 (dropped out) § 68 (dropped out) section 69 admission later issued shares (1) which is the issuer of approved shares required to apply for admission to the regulated market, if its approval requires a request for later publicly issued shares of same genre such as the already approved. Section 7, subsection 1, sentence 2 and 3 shall remain unaffected.
(2) the request is referred to in paragraph 1 no later than one year after the issuance of shares to allow or, if they are not freely negotiable at this time to provide at the time of their free Handelbarkeit. A trading rights in the regulated market takes place prior to the introduction of the shares and is a prospectus in accordance with the securities prospectus Act to publish, so the application for marketing authorization in accordance with is in § 14 ABS. 1 of the German Securities Prospectus Act for the publication of the prospectus to make certain deadlines.

Article 70 (dropped out) - third chapter final provisions § 71 (dropped out) - section 72 are general provisions concerning annual financial statements (1) annual accounts within the meaning of this Regulation: 1 the financial statements section 242, paragraph 3 of the commercial code, 2. the financial statements after section 325 para 2a of the commercial code, 3. the consolidated financial statements according to the second subsection of the second section of the third of book of the commercial code or the second section of the disclosure law, 4 degrees to other provisions , if is one of the aforementioned provisions are referenced, and 5 statements foreign law, provided they meet an after its kind according to paragraphs 1 to 4.
Prejudice to the provisions of this regulation concerning foreign issuers.
(2) unless the issuer to record a financial statements included in the prospectus or otherwise disclose has under this regulation, a conclusion may sentence 1 No. 2 at the point of such referred to in paragraph 1 after his election referred to in paragraph 1 sentence 1 No. 1 or pursuant to paragraph 1 set enter 1 No. 4 in conjunction with no. 1. The same applies for the summary of individual financial statements and the auditor's report.

§ 72a transitional provision (1) debt securities, for which a prospectus has been published according to section 44 of this regulation before 1 July 2005, does this regulation in the version applicable before 1 July 2005 continue to apply.
(2) (dropped out) (3) shares of an issuer have been admitted before 1 November 2007 to the regulated market, paragraph 1 to the regulated market no later than October 31, 2009 for shares issued before that date are still not approved the application for marketing authorization pursuant to § 69, to make. Section 69, paragraph 1, sentence 2 shall remain unaffected.

Article 73 (entry into force) system (dropped out) -.