Follow-up obligations Open Market

Follow-up obligations Open Market

Half-yearly Financial Statements and Interim Management Report

With the Half-yearly Financial Statements and the Interim Management Report the issuer provides the capital market with information about the company in the course of the year.

Obliged are issuers

  • in Scale for equities 
  • in Scale for corporate bonds
  • in Basic Board

Briefly, this needs to be done:

  • The Half-yearly Financial Statements and the Interim Management Report
  • need to be transmitted to Deutsche Börse AG via the Exchange Reporting System (ERS)
  • in German or English
  • within 4 months after the financial half-year has expired

Legal basis:

This obligation is regulated in the General Terms and Conditions of Deutsche Börse AG for the Regulated Unofficial Market on Frankfurter Wertpapierbörse (GTC DBAG). In detail, the requirements result from

  • Sect. 21 Paragraph 1 Let. b) GTC DBAG for issuers of shares and certificates representing shares in scale
  • Sect. 22 and Sect. 21 Paragraph 1 Let. b) GTC DBAG for issuers of bonds in scale
  • Sect. 28 and Sect. 21 Paragraph 1 Let. b) GTC DBAG for issuers of shares and certificates representing shares in Basic Board
  • Sect. 28, Sect. 22 Paragraph 1 and Sect. 21 Paragraph 1 Let. b) GTC DBAG for issuers of bonds in Basic Board

Scope and contents of the Reports

The Half-yearly Financial Statements have to cover, at least

  • a condensed balance sheet,
  • a condensed statement of profit and loss and
  • an annex.

The accounting standards applied to the Annual Financial Statements have to be applied to the condensed Financial Statements as well.

The Interim Management Report has to explain, at least

  • the most significant events in the issuer’s company in the course of the reporting period and
  • their effects on the condensed Financial Statements as well as
  • any significant chances and risks for the remaining six months of the financial year.

 

Consolidated or individual Financial Statements

Issuers under the legal obligation of group accounting have to transmit their consolidated Half-yearly Financial Statements and their group Interim Management Report in order to comply with the requirements set forth in the GTC DBAG. In these cases, the publication of the individual Reports alone is neither required nor sufficient.

In case that group accounting is not obligatory, the transmission of the individual Half-yearly Financial Statements and the individual Interim Management Report is sufficient. However, if issuers voluntarily transmit their consolidated Reports, they do not have to transmit their individual Reports additionally.

Each issuer decides based upon the applicable law whether they are under the obligation of preparing consolidated Reports. Therefore, in case an issuer has its registered office in Germany, Sect. 290 et seq. of the German Commercial Code (HGB) refer to a possible group accounting obligation.

Requirement of an Interim Management Report

Contrary to the wording of the GTC DBAG only such issuers listed in Scale and Basic Board are obliged to draw-up and transfer an Interim Management Report, which are obliged to draw-up a Management Report according to the national law(s) applying to such. In case an issuer is not obliged to transfer a Management Report pursuant to the national law(s) applying to it, the GTC DBAG even less oblige the issuer to draw-up an Interim Management Report.

Regarding the elaboration of the Management Report please read our comments of IPO Line Being Public>Follow -up obligations Open Market>Annual Financial Statements and Management Report>Scope and Content of the Reports>Requirement of the Management Report.

Language requirements

The Reports and the auditor’s certificate have to be transmitted either in German or in English.

Requirements regarding the submission

The reports have to be transmitted via the Exchange Reporting System-interface (ERS).

Origin of follow-up obligations

The obligation becomes effective for the first time in the reporting or preparation period during which the Deutsche Börse AG decides on the inclusion.

Time limits provided for follow-up transmissions

The Half-yearly Financial Statements as well as the Interim Management Report have to be transmitted within four months following expiration of each financial half-year.

Frequently asked questions

How does Deutsche Börse AG sanction violations of this follow-up obligation?

Deutsche Börse AG can impose a contractual penalty on the negligent issuer. The precise amount of the penalty imposed by Deutsche Börse AG depends in particular on the duration and extent of the violation and the significance of the violation for the capital market.

Deutsche Börse AG may also publish the penalty imposed, naming the issuer and the specific violation, on its internet site.

As a last resort, Deutsche Börse AG can terminate without notice the inclusion in Scale subsequent to the elapsing to no effect of a further deadline set by DBAG. The reason for termination is independent of culpability on the part of the issuer.      


What contents have to be included in the condensed balance sheet and the condensed statement of profit and loss?

German law requires the condensed balance sheet and the condensed statement of profit and loss to display the captions and subtotals contained in the latest published Annual Financial Statements of the company. Additional items have to be inserted, if without these the condensed Financial Statements would present a misleading picture of the company’s net asset position as well as financial and profit situation.


Which statements have to be made in the condensed annex pursuant to German law?

Pursuant to German law, the annex has to contain the information needed to safeguard the comparability of the condensed Financial Statements with the Annual Financial Statements and to allow the assessment of significant changes and developments of individual items in the condensed balance sheet and the condensed statement of profit and loss in the course of the reporting period.


Does German law require the condensed Financial Statements to contain the condensed statement of changes in equity capital and the condensed cash flow statement?

Deutsche Börse AG recommends the additional inclusion of a condensed statement of changes in equity capital and a condensed cash flow statement. However, if accounting is performed pursuant to German law (HGB), these components are not binding for the condensed Financial Statements.


Does German law require figures of the previous year to be recorded in the condensed Financial Statements? Are there any exceptions?

Generally, the German law requires the condensed Financial Statements to encompass as comparative information the following additional information:

  • a condensed balance sheet as of the end of the previous financial year as well as
  • in the condensed statement of profit and loss comparative information regarding the first six months of the previous financial year.

If the recommended additional components, that are the cash flow statement and the statement of changes in equity capital, are prepared, the following information should be added as comparative information:

  • a condensed cash flow statement covering the respective time period of the previous financial year as well as
  • a condensed statement of changes in equity capital covering the respective time period of the previous financial year.

However, Deutsche Börse AG will generally waive the comparative figures in the first Half-yearly Financial Statements and Interim Management Report to be transmitted following the IPO.


What contents an Interim Management Report pursuant to German law has to have?

Pursuant to German law, the Interim Management Report shall communicate, from the company management’s point of view, any and all information required to put a prudential addressee in the position to assess, based on the reporting covering the latest half year or year, respectively, a change in the company’s profit and financial situation and net asset position as well as a change in the company’s prospective development. The Interim Management Report has to be self-contained and comprehensible.

The structure shall be made clearly understandable by use of captions within the Interim Management Report. We recommend to use the structure of the latest (consolidated) Management Report as orientation for the information provided in the scope of the Interim Management Report.

Contact

Rule Enforcement

Phone +49 (0) 69 - 211 – 1 38 88
E-Mail: rule-enforcement@deutsche-boerse.com

Related links