The Frankfurt Stock Exchange Entry Standard

The Frankfurt Stock Exchange Entry Standard




At Deutsche Börse, the operator of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse, FWB®), an IPO in the Regulated Unofficial Market or the Open Market occurs on either the Entry Standard or the First Quotation Board. With the Entry Standard, Deutsche Börse has produced a simple, fast and cost-efficient way of including shares in exchange trading, that is particularly suited for small and medium-sized companies. Less stringent requirements are found on the First Quotation Board. Currently, shares of around 9,800 German and international companies are traded on the Open Market, alongside 20,600 bonds and 365,000 warrants and certificates. For investors investing in companies listed on the Open Market, in comparison with companies listed on the EU regulated markets, this method accepting a higher risk investment. The shares of companies listed in the Entry Standard are traded on Deutsche Börse’s established platforms: the floor of the Frankfurt Stock Exchange and the fully electronic trading system Xetra®.

Companies wishing to differentiate themselves within the Open Market and increase investor visibility often opt for a listing in the Entry Standard – an entry part which includes the possibility of a later listing moving up to the more prestigious General Standard or the chief Standard. Companies seeking to list on the Entry Standard can either list on the First Quotation Board and move up to the Entry Standard, or choose the Entry Standard as their point of entry to the Frankfurt Stock Exchange.

Companies whose shares are included in the Open Market are unprotected to less stringent formal requirements and can assistance from their inclusion in the First Quotation Board.

Transparency Requirements

Companies listing on the Entry Standard must fulfill current transparency requirements including the following which must be published on the Company’s website:

i. Audited consolidated financial statements and management report (in accordance with provisions of the national accounting standards like the German Commercial Code, HGB or International Financial Reporting Standards, IFRS) no later than six months after the end of the reporting period;

ii. Publication of a fleeting, up-to-date company profile and a calendar of company events;

iii. Publication of the interim report no later than three months after the end of the first half of the fiscal year. There is no minimum content requirement for the interim report. Simply put using figures and explanatory notes, the interim report should give a true and fair view of the issuer’s financial position and general business trend during the first six months of the financial year (reporting period); and

iv. Immediate publication of information that could impact the price of the listed shares.

Investor Suitability Requirements

Inclusion in the Entry Standard does not constitute listing on an organized market within the meaning of section 2(5) of the Wertpapier- prospektgesetz (German Securities Prospectus Act). The Entry Standard part dictates companies to provide information so that transparency can be increased. Since there are fewer transparency requirements and investor protection regulations than there are in the regulated markets, investors should meet certain suitability requirements. Section 2, Subsection 6 of the Wertpapier- prospektgesetz careful that investors should be able to estimate and accept any increased risks associated with investing in shares included in the Entry Standard. Nevertheless, it should be clearly understood by investors that the Entry Standard requires companies to make few disclosures, and investors consequently have little information on which to base their investment decisions.

Regulation of the Entry Standard

Shares in the Entry Standard are observed by the German Federal Financial Supervisory Authority (BaFin) with regard to insider trading and market abuse regulations. Price determination is observed by the Market Supervisory Authority of Deutsche Börse (HÜSt).

Listing

For a company to be listed in the Entry Standard, it must file an application submitted by a trading participant registered at FWB® Frankfurter Wertpapierbörse (the Frankfurt Stock Exchange). This participant also monitors compliance with transparency requirements, and is the liaison between the company and Deutsche Börse. To let in shares to trading, the Frankfurt Stock Exchange requires a maximum of five trading days. In the Entry Standard the annual listing fee is €5,000 and the one-off fee for inclusion in exchange trading is €1,500 with a non-public offering document and €750 with a prospectus, respectively.

The criteria for the shares’ inclusion in trading are as follows:

i. The shares must be tradable (eligible for collective safe custody);

ii. For public offerings, the prospectus, vetted and approved by the national regulator (in Germany, BaFin), and audited consolidated financial statements for the year;

iii. For private placements, the unpublished issuer data form, which is the only responsibility of the company, including audited consolidated financial statements for the year and group management report;

iv. A registered Frankfurt Stock Exchange trading participant must be appointed as the Applicant;

v. A Deutsche Börse Listing Partner must be appointed as a “capital market coach”; and

vi. The applicant’s undertaking to comply with the rules and regulations.

The Application

For a company conducting a public offering it must submit a prospectus to the National Regulatory Approval and acquire approval of a prospectus. For non-public offerings, the company must prepare a prospectus with proven evidence of the required equity capital in the amount of 250,000 euros. The application must contain an undertaking from the admission sponsor to comply with the rules of the Entry Standard and to monitor the transparency requirements to be fulfilled by the company. The company must also provide proof that a Deutsche Börse Listing Partner® has been appointed. The trading participant at the Frankfurt Stock Exchange monitors the transparency requirements to be fulfilled by the company and acts as a coordinator between the company and Deutsche Börse. There are around 300 empowered trading participants obtainable to act as applicants. The Listing Partner Companies seeking admission to the Entry Standard are required to include at the minimum one Deutsche Börse Listing Partner®. Deutsche Börse Listing Partners assist companies before, during and after their listing and sustain them in publishing the required public information. Deutsche Börse Listing Partner position is granted to independent service providers who have supplied proof of their skill and references to Deutsche Börse. There are more than 70 Deutsche Börse Listing Partners obtainable to provide sustain for companies going public.

current Requirements for Listing

The current requirements for listing in the Entry Standard are as follows:

i. Publication on the company’s website of material developments relating to the company and facts which could affect the proportion price;

i. Publication of audited consolidated financial statements for the year and a group management report (national GAAP/HGB or IFRSs) no later than six months after the end of the reporting period on the company’s website;

iii. Publication of a company profile, updated yearly, and a calendar of company events on the company’s website;

iv. Publication of an interim report covering the first half of the year on the company’s website (no later than three months after the end of the reporting period); and

v. Proof that a Deutsche Börse Listing Partner has been appointed on an current basis.

The applicable national accounting standards are the HGB for Germany, or alternatively the IFRS. The inclusion of shares in exchange trading in the Entry Standard provides one of the easiest and quickest ways of accessing the Frankfurt Stock Market.




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