Regulation on the implementation of Commission Directive 2007 /14/EC of 8 March 2007 laying down detailed rules for the application of certain provisions of Directive 2004 /109/EC on the harmonisation of transparency requirements in relation to information on Issuers whose securities are admitted to trading on a regulated market (Transparency Directive-Implementing Regulation-TranspRLDV)

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TransplLDV

Date of completion: 13.03.2008

Full quote:

" Transparency Directive-Implementing Regulation of 13 March 2008 (BGBl. I p. 408), which is provided by Article 8 (9) of the Law of 17 July 2015 (BGBl. 1245).

Status:	Amended by Art. 27 (6) G v. 4.7.2013 I 1981
Note:	Amendment by Art. 8 (9) G v. 17.7.2015 I 1245 (No) 30) not yet taken into account

For more details, please refer to the menu under Notes

Footnote

(+ + + Text proof: 21.3.2008 + + +) 
(+ + + Official note from the norm-provider on EC law: 
 Implementation of the 
 EGRL 14/2007 (CELEX Nr: 307L0014) + + +) 

  

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Input formula

The Federal Ministry of Finance

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Article 22 (4), Section 30f (3) and Article 37z (4) sentence 4 of the Securities Trading Act, of which Article 22 (5) of Article 1 (11) (e), Article 23 (6) (6) No. 2 by Article 1 (12), § 29a (2) of the German Securities Trading Act (Article 1 (2)) of the Securities Trading Act (Article) 4 by Article 1 (17), Article 30f (3) by Article 1 (19) and Article 37z (4) sentence 4 by Article 1 (24) of the Law of 5 January 2007 (BGBl. 10),

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pursuant to Section 37w (6) (1) of the Securities Trading Act, which is based on Article 1 (24) of the Law of 5 January 2007 (BGBl). 10), in agreement with the Federal Ministry of Justice,

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Pursuant to Article 30 (4) of the German Securities Acquisition and Takeover Act, which is based on Article 10 (2) (b) of the Law of 5 January 2007 (BGBl. 10), and

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Pursuant to Section 32 (5) (1) and (2) of the Investment Act, which is based on Article 7 (3) (b) of the Law of 5 January 2007 (BGBl. 10) has been inserted:

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§ 1 Scope

This Regulation lays down

1.

circumstances in which, within the meaning of the first sentence of Article 22 (3a) of the Securities Trading Act, an independent of the investment service undertaking is given by the reporting person,

2.

Obligations of the Market Makers in connection with the non-consideration of its voting rights in accordance with Section 23 (4) of the German Securities Trading Act (Securities Trading Act),

3.

the contents of the half-yearly financial report to be made available to the public by a domestic issuer in accordance with section 37w (1) sentence 1 of the Securities Trading Act;

4.

circumstances in which, within the meaning of Article 30 (3) of the Securities Acquisition and Takeover Act, an independence of the investment service undertaking is provided by the tenderer;

5.

Circumstances under which, within the meaning of Article 94 (2), first sentence, of the capital investment code, an independence of the capital management company or of the management company within the meaning of Section 94 (3) of the capital investment code of the parent company , and

6.

the equivalence of the rules of a third country to the requirements of section 22 (3a), § 26 (1), § § 26a, 30a, 30b and 30e (1) sentence 1 no. 1 and 2, as well as § § 37v to 37y of the German Securities Trading Act and § 94 (2) sentence 1 of the German Securities Trading Act (Securities Trading Act) Capital investment code.

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§ 2 Requirements for the independence of the exercise of the voting rights of an investment service undertaking by the reporting party

(1) An investment service undertaking shall exercise the voting rights within the meaning of Article 22 (3a), first sentence, point 2 of the Securities Trading Act, irrespective of the reporting person, if:

1.

the notifiable person or any other subsidiary of the notifying party shall not, by direct or indirect instructions or otherwise, on the exercise of the voting rights in the shares held by the investment service undertaking shall be allowed to act and

2.

the investment service undertaking exercises the voting rights of the shares it administers freely and independently of the reporting person and the other subsidiaries of the reporting party.

(2) An immediate instruction within the meaning of paragraph 1 (1) is any instruction relating to the exercise of voting rights by the investment service undertaking in a given case. An indirect instruction within the meaning of paragraph 1 (1) shall be any general or specific instruction which restricts the margin of decision of the investment service undertaking in respect of the exercise of the voting rights in order to: To take account of the business interests of the reporting party or of any other subsidiary of the reporting party. Unofficial table of contents

§ 3 Reporting obligations of the reporting party to the Bundesanstalt für Finanzdienstleistungsaufsicht

(1) The notifiable person shall continuously update the information in accordance with Section 22 (3a) No. 3 of the German Securities Trading Act. (2) A statement pursuant to Section 22 (3a) sentence 1, No. 4, of the Securities Trading Act (Securities Trading Act) shall be made with regard to the disclosure of the securities trading act. The Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, Bundesanstalt für Finanzdienstleistungsaufsicht, Bundesanstalt für Finanzdienstleistungsaufsicht, Bundesanstalt für Finanzdienstleistungsaufsicht, Bundesanstalt für Finanzdienstleistungsaufsicht, Bundesanstalt für Finanzdienstleistungsaufsicht, Bundesanstalt für Finanzdienstleistungsaufsicht, Bundesanstalt) Require proof that:

1.

the voting rights are exercised independently of it by its own organisational structures and by that of the investment service undertaking; and

2.

the persons who decide on the exercise of voting rights act independently.

Article 1 (1) requires that the notifying party and the investment service undertaking have at least written strategies and procedures intended to facilitate the exchange of information between the notifiable person and the person who is responsible for the exchange of information between the notifiers and the person concerned. to prevent investment service companies from exercising their voting rights. If the reporting person is a customer of the investment services company or holds shares in a holding administered by that service, he shall also, at the request of the Bundesanstalt, prove that a clear written mandate is available to the Federal Agency. , which provides for an independent customer relationship between it and the investment service provider. Unofficial table of contents

§ 4 Duties of the Market Makers in connection with the non-consideration of voting rights

(1) In the case of a particular issuer, the market maker shall no longer offer to market makers in a market shares or financial instruments within the meaning of section 25 (1) sentence 1 of the German Securities Trading Act (Securities Trading Act) by way of own-trade at self-imposed prices. (2) The market maker shall, at the request of the Bundesanstalt, prove to the Bundesanstalt what shares or other financial instruments he holds in his capacity as a market maker; otherwise, the Federal Institute may retain the property as a market maker shall order the shares or other financial instruments held on a separate account. Unofficial table of contents

§ 5 equivalence of the requirements for the time limits for the issuers ' publication obligations

The rules of a third country shall be deemed to be equivalent within the meaning of Section 29a (1) of the Securities Trading Act to the requirements of § 26 (1) sentence 1 of the Securities Trading Act if its legislation prescries that the period within which which the issuer, which has its head office in that third country, has to be informed of changes in the proportion of the voting rights and within which it has to publish these changes, is not more than seven trading days. Section 21 (1) sentence 3 of the German Securities Trading Act applies accordingly for the beginning of the period of sentence 1. Unofficial table of contents

§ 6 equivalence of requirements to the publication obligations of the issuer in respect of treasury shares

The rules of a third country shall be deemed to be equivalent within the meaning of Section 29a (1) of the Securities Trading Act to the requirements of Section 26 (1) sentence 2 of the Securities Trading Act if its legislation is applicable in respect of treasury shares require that, in so far as an issuer has its registered office in that third country,

1.

no more than 5 per cent of its own shares in which voting rights are held, and to indicate whether or not this threshold has been reached or exceeded,

2.

no more than 5 to 10 per cent of its own shares in which voting rights are attached, to indicate whether or not to reach or exceed the threshold of 5 per cent or to the respective maximum threshold of the third country; or

3.

can hold more than 10 percent of its own shares with voting rights, it must notify the thresholds of 5 and 10 per cent to be reached or exceeded.

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§ 7 equivalence of requirements to the publication obligations of the issuer in respect of the total number of voting rights

The rules of a third country shall be deemed to be equivalent within the meaning of Section 29a (1) of the Securities Trading Act to the requirements of Section 26a of the Securities Trading Act if its legislation prescries that an issuer who has its registered office in this third country has to publish the total number of voting rights within 30 calendar days after an increase or decrease in the total number of voting rights. Unofficial table of contents

§ 8 equivalence of the requirements for the exceptions to the allocation of voting rights within the meaning of Section 29a (3) of the German Securities Trading Act (Securities Trading Act)

(1) The rules of a third country shall be deemed to be equivalent within the meaning of Section 29a (3) of the Securities Trading Act to the requirements of Section 22 (3a) of the Securities Trading Act if its legislation prescribates that a company shall be in the The meaning of Section 29a (3) sentence 1 of the Securities Trading Act

1.

the voting rights of assets managed by it shall in any event be exercised freely and independently of the reporting person or any other subsidiary of the reporting party; and

2.

in the event of conflicts of interest, the interests of the reporting person or of any other subsidiary of the reporting person must not be taken into account.

(2) Section 29a (3) of the Securities Trading Act applies only if the notifying party of the Bundesanstalt makes a communication within the meaning of Section 22 (3a) sentence 1 (3) of the Securities Trading Act and declares that the conditions set out in paragraph 1 in respect of all investment services undertakings. § 3 (2) and (3) shall apply accordingly. Unofficial table of contents

§ 9 equivalence of the requirements for the issuers ' obligations to participate

The rules of a third country shall be deemed to be equivalent within the meaning of Section 30f (1) of the Securities Trading Act to the requirements of § 30b (1) sentence 1 (1) and (2) (1) of the Securities Trading Act, if its legislation is applicable in respect of Meetings of the issuers shall require that an issuer having its registered office in that third country shall at least specify the place, time and agenda of the meetings. Unofficial table of contents

§ 10 Minimum content of the non-consolidated abbreviated financial statements

If the abbreviated financial statements do not apply to the international accounting standards referred to in Article 315a (1) of the Commercial Code, the following provisions shall be complied with:

1.

The abbreviated balance sheet and the condensed profit and loss account shall be used to identify the headings and subtotals contained in the company's most recent annual accounts. Additional items shall be added if, without it, the condensed financial statements would give a misleading picture of the assets, financial position and results of the undertaking. As a comparative information, the shortened degree has to be included in addition

a)

a condensed balance sheet for the end of the previous financial year, and

b)

in the context of the condensed profit and loss account, comparative data on the first six months of the previous financial year.

2.

Whereas the information contained in the Annex must ensure the comparability of the condensed financial statements with the annual accounts, and the assessment of the main changes and developments in the individual items in the condensed balance sheet and the reduced profit-making process; and loss account in the reporting period.

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Section 11 Main business deals with related companies and persons

(1) A company which, as a domestic issuer, shares shares and is required by law to draw up a consolidated financial statements, shall specify in the interim management report or in the annex to the half-yearly financial report

1.

transactions with related companies and persons who have been completed in the first six months of the current financial year and which have significantly influenced the financial position or the business result of the company during this period, and

2.

Changes in the transactions with related companies and persons specified for the preceding financial year, and the financial position or the business result of the company in the first six months of the current financial year could have had a significant impact.

(2) A company which, as a domestic issuer, has issued shares and is not required by law to establish a consolidated financial statements, has at least significant non-market-related transactions with related parties. To indicate to companies and persons, including information on the nature of the relationship, the value of the transactions and other information necessary for the assessment of the financial situation, with the exception of transactions within a group between or directly in 100% shareholes company-affiliated companies (intra-group transactions). Information on transactions may be aggregated by type of business, provided that the separate statement for assessing the impact on the financial situation is not necessary. Unofficial table of contents

§ 12 equivalence of requirements to the information contained in the management report

The rules of a third country are deemed to be equivalent to the requirements of Section 37v (2) No. 2 of the Securities Trading Act if its legislation prescribates that an issuer is subject to § 289 (1) sentence 1 to 4, para. 2 No. 1, para. 3 and § 315 The provisions of the first sentence of the first sentence of the first sentence of the first sentence of paragraph 1 of the Commercial Code shall be provided. Unofficial table of contents

§ 13 equivalence of requirements to the interim management report

The rules of a third country shall be deemed to be equivalent to the requirements of Section 37w (2) (2), (4) of the Securities Trading Act, if its legislation prescries that an issuer shall submit an interim report which shall provide the following information: contains, created:

1.

a presentation of the reporting period;

2.

information on the likely future development of the enterprise in the six months of the financial year following the reporting period;

3.

in the case of issuers of shares, information on essential transactions with related companies and persons, if they are not published continuously.

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§ 14 equivalence of the requirements for responsibility

The rules of a third country shall be deemed to be equivalent to the requirements of section 37v (2) (3) and (37w) (2) (3) of the Securities Trading Act if its legislation prescribates that one or more persons who are responsible for the preparation of the of the annual financial report and the half-yearly financial report, are responsible for ensuring that the accounts are in accordance with the relevant accounting framework or the relevant accounting principles and that the accounts are presented in the Position report a true picture of the situation mediated. Unofficial table of contents

§ 15 equivalence of the requirements for the interim communication of the management

The rules of a third country shall be deemed to be equivalent to the requirements of Section 37x of the Securities Trading Act if its legislation prescribts that an issuer has to publish quarterly financial reports. Unofficial table of contents

§ 16 equivalence of requirements for consolidated financial statements

The rules of a third country shall be deemed to be equivalent to the requirements of Section 37y No. 1 of the Securities Trading Act if its legislation provides for an issuer having its registered office in the absence of an annual financial statements of the issuer in the to the third country, a consolidated financial statements containing the following information:

1.

in the case of issuers of shares, the calculation of the dividend and the possibility of paying them;

2.

an indication of the requirements for minimum capital and liquidity.

On request, an issuer shall provide the competent authority with additional verified information giving information on its annual accounts and explaining the information provided for in the first sentence. These additional information may be provided on the basis of the third country's accounting standards. Unofficial table of contents

Section 17 equivalence of the requirements for the annual financial statements

The rules of a third country shall be deemed to be equivalent to the requirements of Section 37v (2) (1) of the Securities Trading Act if its legislation prescries that an issuer based in the third country who does not have a consolidated financial statements , shall draw up its audited annual financial statements in accordance with the international accounting standards referred to in Article 10 or equivalent accounting standards of the third country. Otherwise, an appropriate and audited financial statements must be submitted to the requirements of the international accounting standards referred to in § 10 or equivalent accounting standards. Unofficial table of contents

Section 18 Requirements for the independence of the exercise of the voting rights of an investment service undertaking by the tenderer

(1) An investment service undertaking shall exercise the voting rights within the meaning of Article 30 (3), first sentence, of the Securities Acquisition and Takeover Act, irrespective of the tenderer, if:

1.

the offeror or any other subsidiary of the offeror shall not, by direct or indirect instructions or otherwise, on the exercise of the voting rights from the shares managed by the investment service undertaking, may act and

2.

the investment service undertaking shall exercise the voting rights of the shares it administers freely and independently of the offeror and the other subsidiary of the offeror.

(2) An immediate instruction within the meaning of paragraph 1 (1) is any instruction relating to the exercise of voting rights by the investment service undertaking in a given case. An indirect instruction within the meaning of paragraph 1 (1) shall be any general or specific instruction which restricts the margin of decision of the investment service undertaking in respect of the exercise of the voting rights in order to: to take account of the business interests of the tenderer or any other subsidiary of the tenderer. Unofficial table of contents

§ 19 The tenderer's obligation to give a notification to the Bundesanstalt für Finanzdienstleistungsaufsicht (Federal Financial Supervisory Authority)

(1) The tenderer shall continuously update the information in accordance with § 30 (3) sentence 1 no. 3 of the German Securities Acquisition and Takeover Act. (2) A declaration pursuant to section 30 (3) sentence 1 no. 4 of the Securities Acquisition and Takeover Act is in respect of the (3) The tenderer has to prove to the Bundesanstalt at the request of the Bundesanstalt that the financial instruments are not subject to any obligation to provide such services.

1.

the voting rights are exercised independently of it by its own organisational structures and by that of the investment service undertaking; and

2.

the persons who decide on the exercise of voting rights act independently.

Article 1 (1) requires that the tenderer and the investment service undertaking have at least established written strategies and procedures intended to facilitate the exchange of information between the tenderer and the offeror. to prevent investment service companies from exercising their voting rights. If the offeror in turn is the client of the investment service undertaking or holds shares in a holding administered by that undertaking, he shall also, at the request of the Bundesanstalt, prove that there is a clear written mandate to: provides for an independent customer relationship between him and the investment service provider. Unofficial table of contents

Section 20 Requirements for the independence of the exercise of the voting rights of the capital management company and the management company of the parent company

(1) A capital management company or a management company within the meaning of Article 94 (3) of the capital investment code shall exercise the voting rights within the meaning of the first sentence of Article 94 (2) of the capital investment code, irrespective of the parent undertaking, if:

1.

the parent undertaking or any other undertaking controlled by it shall not, by direct or indirect instructions or otherwise, on the exercise of the voting rights in the shares held by or to any special fund managed by the parent undertaking or of an investment company managed by it, and

2.

the capital management company or the management company shall free the voting rights from the shares belonging to a special fund managed by it and, independently of the parent undertaking and the other undertakings controlled by that parent undertaking, .

(2) An immediate instruction within the meaning of paragraph 1 (1) is any instruction relating to a specific case concerning the exercise of voting rights by the capital management company or the management company. An indirect instruction within the meaning of paragraph 1 (1) shall be any general or special instruction which restricts the discretion of the capital management company or the management company in relation to the exercise of the voting rights , in order to take account of certain business interests of the parent undertaking or of another undertaking controlled by that parent undertaking. Unofficial table of contents

Section 21 The parent company's obligation to grant notification to the Bundesanstalt für Finanzdienstleistungsaufsicht (Federal Financial Supervisory Authority)

(1) The parent company shall continuously update the information in accordance with section 94 (2), first sentence, point 3 of the capital investment code. (2) A declaration pursuant to section 94 (2), first sentence, point 4 of the capital investment code shall be made in respect of the information provided by the parent company. (3) The parent undertaking shall, at the request of the Bundesanstalt, prove that the financial instruments are held in accordance with the provisions of Article 25 (1) of the Securities Trading Act.

1.

the voting rights shall be exercised independently of its own organisational structures and those of the capital management company, and

2.

the persons who decide on the exercise of voting rights act independently.

In the first sentence of paragraph 1, the parent undertaking and the capital management company shall have at least written strategies and procedures intended to facilitate the exchange of information between the parent undertaking and the parent undertaking and the parent undertaking. Capital management company in relation to the exercise of voting rights. If the parent company, for its part, is the customer of the capital management company or holds shares in a holding managed by that company, it shall also, at the request of the Bundesanstalt, also demonstrate that a clear written mandate exists, which provides for an independent customer relationship between him and the capital management company. Unofficial table of contents

§ 22 equivalence of the requirements for the exceptions to the allocation of voting rights within the meaning of Article 94 (4) of the capital investment code

(1) The rules of a third country shall be deemed to be equivalent within the meaning of Article 94 (4) sentence 1 of the Capital Act Code to the requirements of Section 94 (2) sentence 1 of the capital investment code if its legislation prescries that a Companies within the meaning of Section 94 (4) of the Capital Investment Code

1.

the voting rights of assets managed by it shall in any event be exercised freely and independently of the parent undertaking or any other undertaking controlled by that parent undertaking, and

2.

the interests of the parent undertaking or of any other undertaking controlled by the parent undertaking in the event of conflicts of interest shall not be taken into account.

(2) § 94 (4) sentence 1 of the capital investment code applies only if the parent company established in a third country, in which equivalent rules within the meaning of paragraph 1 exist, the Federal Institute for a communication within the meaning of Section 94 (2) of the German Federal Law Article 1 (3) of the Capital Investment Code provides and declares that the conditions set out in paragraph 1 are met with respect to all management companies. Section 21 (2) and (3) shall apply accordingly. Unofficial table of contents

Section 23 Transitional provision

(1) § § 10 and 11 shall apply for the first time to half-yearly financial reports for the financial year commencing after 31 December 2007. For the first time, comparative data pursuant to Article 10 (1) (b) must be included in the condensed profit and loss account of a half-yearly financial report for the financial year beginning after 31 December 2008. (2) § 1 (5) and (6), § 20 (1) (a) 1, § 21 (1) and (2) and § 22 (1) and (2) sentence 1 shall apply to the administration of domestic UCITS, which were issued on 21 July 2013, only from the date referred to in Article 355 (2), second sentence, of the capital investment code, and to the administration domestic AIF, which were published on 21 July 2013, only from the date referred to in Article 345 (1) sentence 11 Date of application; until then, they shall apply to the administration of domestic UCITS and domestic AIF in the version valid until 21 July 2013. Unofficial table of contents

Section 24 Entry into force

This Regulation shall enter into force on the day following the date of delivery.