Listing process Regulated Market

Listing process Regulated MarketPrime Standard

Procedure for Admission to Listing

Prior to start of trading the securities have to be admitted to the Regulated Market; the company and the bank jointly apply for such admission. The admission procedure is governed by public law and may be conducted simultaneously to the procedure for approval of the securities prospectus at BaFin.

Briefly, you have to do the following:

  • Compose the necessary documents for admission
  • Contact the Frankfurter Wertpapierbörse in order to discuss the admission procedure
  • Submit the application for admission of the securities and
  • Submit the required admission documents at the stock exchange

Legal Basis of the Admission to Listing on the Stock Exchange

Pursuant to Sect.32 Börsengesetz [BörsG, German Stock Exchange Act], securities to be traded at a stock exchange on a Regulated Market have to be admitted to listing or included by the management board of the respective stock exchange. The admission is an authorization under public law granting the right to use the stock trading systems. Therefore the admission procedure is governed by public law and the admission to trading on the Regulated Market is an administrative act.

Pursuant to Sect. 32 Paragraph 3 BörsG the company is entitled to the admission to its stock, if such stock meets the requirements set forth in Article 35 of the Regulation (EC) No. 1287/2006 and complies with the provisions serving the purposes of investors’ protection and safeguarding of orderly stock exchange trading pursuant to Sect. 34 BörsG; an additional requirement is the publication of a prospectus approved or certified pursuant to the rules of the Wertpapierprospektgesetz [WpPG, German Securities Prospectus Act].Article 35 of the Regulation (EC) No. 1287/2006 provides for the free tradability of stock and defines whether a security is considered tradable in a fair, orderly and efficient manner. This is the case if, among other facts, the securities are sufficiently wide-spread and if information for their evaluation is available. These aforementioned and additional requirements are reviewed pursuant to the Börsenzulassungs-Verordnung [BörsZulV, German Stock Exchange Admission Regulation]. Employing the legal authorization contained in Sect. 34 BörsG, the regulator determined in detail the requirements for admission to the Regulated Market in the Stock Exchange Admission Regulation. The following aspects, above all, are checked according to the BörsZulV in the course of the admission procedure:

  • minimum amount and minimum quantity of securities
  • duration of the issuer’s existence
  • legal basis of the securities
  • tradability of the securities
  • denomination of the securities
  • obligation for admission of all securities of the same category or issue
  • print layout of the securities
  • sufficient spreading of the stock.

Application for Admission to Listing

It seems advisable to contact the department Listing of Deutsche Börse AG at an early stage in advance of the IPO in order to coordinate the details of the admission procedure, also in view of the time schedule intended.

The admission procedure is initiated by a written application for admission to be jointly submitted by the company and the so-called “IPO-underwriter”. The IPO-underwriter as co-applicant has to be a credit institution or another enterprise operating pursuant to Sect. 53 Paragraph 1 Clause 1 or Sect. 53b Paragraph.1 Clause 1 Kreditwesengesetz [KWG, German Banking Act], which is authorized to participate in trading at a domestic stock exchange and can furnish evidence of liable equity in the equivalent of no less than €730,000 see Sect. 32 BörsG in conjunction with Sect. 45 Börsenordnung für die Frankfurter Wertpapierbörse [BörsO FWB, Exchange Rules for the FWB].

The application for admission has to be signed by all applicants, with proxy permissive, and supplemented by adequate documents/records to furnish necessary evidence. Sect. 48 Paragraph 1 BörsZulV explains the application’s necessary contents. It has to state name and registered offices of the company as well as class and amount of the securities to be admitted to trading. In view of the securities class, besides the admission of company shares in form of stock, in rare cases there is the option of admitting certificates representing stock. Certificates representing stock are securities which were issued instead of stock and entitle the holder to execute the rights connected to the stock represented by them.

The documents to be submitted are listed in Sect.48 Paragraph 2 BörsZulV. Therefore, the application for admission of stock to the Regulated Market has to be accompanied by an approved prospectus or, in case approval proceedings at the Bundesanstalt für Finanzdienstleistungsaufsicht [BaFin, German Federal Agency for Financial Market Supervision] have not been concluded yet, by a draft version of such prospectus; in addition, those documents allowing for the review of admission requirements also have to be attached. These are specifically:

  • a certified current excerpt of the commercial register
  • the current articles of association or shareholder's agreement
  • the Annual Financial Statements and Management Reports covering the three business years preceding the application, including the audit certificates of the certified accountants
  • evidence regarding the legal basis for the issue of securities (e. g. resolutions by the general shareholders meeting, the executive board or supervisory board)
  • evidence on securitisation of stock.

If additional documents are necessary in order to assess whether the admission requirements are met, such further documents have to be provided to the Management Board of Frankfurter Wertpapierbörse upon request.

In order to assist the applicants, FWB created an application form which is deposited for download as a pdf-file on the websites of Deutsche Börse AG. This form provides columns to insert the generally necessary information as well as a checklist regarding the documents to be attached in the appendix and, thus, offers helpful assistance to the company and the co-applicant for preparing their application.

Simultaneously with the application for admission to the Regulated Market (General Standard), the admission to the Regulated Market’s sub segment bearing additional follow-up obligations arising from admission (Prime Standard) may be submitted. The Prime Standard is a segment of the Regulated Market where companies undertake to comply with transparency requirements exceeding those of the General Standard. The application for admission to the Prime Standard has to be answered to the positive, unless the Management Board has got knowledge of circumstances indicating that the company will not perform in orderly manner the additional follow-up obligations governing the Prime Standard. Such circumstances, for instance, generally will be assumed if the company’s assets become subject of an application for institution of insolvency proceedings.

Prospectus

Pursuant to Sect. 32 Paragraph 3 BörsG, the publication of a prospectus which has been approved of or attested according to the rules set forth in the Wertpapierprospektgesetz [WpPG, German Securities Act], is generally required for the admission of securities to trading, unless such publication may be abandoned pursuant to Sect. 1 Paragraph 2 or Sect. 4 Paragraph 2 WpPG. Therefore, the application for admission has to be accompanied by a draft version of the prospectus or by a prospectus approved of by the BaFin or the competent regulatory authority of another EEA-state; evidence for the publication of the prospectus also has to be furnished with the application.
The prospectus is a central admission document which is governed by exact statutory regulations regarding its contents. With the assistance of the details contained in the prospectus the interested investor may gain information on the company and its securities. Additional explanation on the prospectus are to be found under ”prospectus “.

Minimum Amount and Minimum Quantity of Securities

In order to safeguard the formation of a liquid market in the stock to be admitted and, thus, to guarantee orderly trading, Sect. 2 Paragraph 1 BörsZulV sets forth a minimum amount for stock to be admitted. Pursuant to this provision, the expected market value of the stock to be admitted has to amount to €1,250,000 at least. This market value could be identified by multiplying the stock to be admitted with the amount at the lower end of the price spread which applies to the stock offering. If an assessment of the market value is not possible, the applicable criterion is a corresponding amount of equity capital of the company in the meaning of Sect. 266 Paragraph 3 letter A of the Handelsgesetzbuch [HGB, German Commercial Code].

In exceptional cases the management board may accept smaller amounts, if the management is convinced that an adequate market in the securities to be admitted will be established.

Duration of the Issuer’s Existence

The admission to the Regulated Market requires the company to furnish evidence of a minimum term of existence and a corresponding publicity of its Annual Financial Statements. Pursuant to Sect. 3 Paragraph 1 BörsZulV the issuer of the stock to be admitted has to have existed for a minimum of three years and has to have disclosed its Annual Financial Statements covering the three business years preceding the application. However, the company does not necessarily have to have existed in the legal form of a joint stock company for all of this time. Therefore, a joint stock company existing for a year, which before has existed for no less than two yeas in the legal form of a limited liability company (German GmbH) will also meet this requirement. The decisive factor in this case is the fact, that for the three business years preceding the application the company has disclosed its Annual Financial Statements or Annual Consolidated Financial Statements in compliance with the regulations applying to the respective legal form of organization.

Given certain circumstances, the management board of the stock exchange may also admit stock of companies existing for less than three years, if such procedure serves the interests of the issuer and the investing public, see Sect. 3 Paragraph 2 BörsZulV.

Example for an Exception:

The company whose stock is to be admitted to stock trading has not existed for three years yet; however, it has a wholly-owned subsidiary which performs the significant part of the operative business and has existed for three years or more. Moreover, the issuer complied with its disclosure requirements for the time of its existence.

Legal Basis of the Securities

Pursuant to Sect. 4 BörsZulV the securities to be admitted have to be issued in compliance with the legal regulations the issuer is subject to and have to correspond to the legal provisions applying to the securities. This provision clarifies the fact that the securities to be admitted have to be issued in legally valid manner and have to be legally existent. Evidence may be provided in form of the respective resolutions by the company’s general shareholders meeting, executive board and supervisory board as well as a current certified excerpt from the commercial register.

Tradability of the Securities

Pursuant to Sect. 5 BörsZulV the stock to be admitted has to be freely tradable. This requirement shall secure transferability and, thus, a well-functioning settlement of stock exchange transactions. In the course of reviewing the existence of free tradability of securities merely statutory restrictions, but no contractual restrictions are decisive. Therefore restraints on alienation contractually agreed upon, so-called lock-up agreements, generally do not impede the admission to trading.

In addition, Sect. 5 Paragraph 2 BörsZulV specifically defines the conditions which are necessary so not fully paid-up stock or registered stock limited in transferability shall be considered freely tradable. According to this provision, stock may be admitted even if the corresponding capital contribution has not been fully provided yet under the conditions that, for one, measures have been taken to secure that there will be no limitations to tradability of these securities. For another, the facts relevant in this context, which means the wanting full capital contribution and the measures for ensuring free tradability, have to be announced to the investing public in adequate manner. Usually, this will be achieved by including this information in the prospectus which is submitted as evidence document to the stock exchange in the course of the admission procedure.

In practice, an application for admission of registered stock limited in transferability to stock exchange trading may be answered to the positive only subject to a written declaration of the issuer to the stock exchange, stating whether during the past three business years the consent to stock transfer had been denied. This statement could be worded as follows:

“During the last three business years, the company did not deny to give its consent to any transfer of stock.”

Additionally the issuer, while observing the corresponding provision in its articles of association, if need be, has to give a statement with the following contents:

“The consent to stock transfer and to stock purchase in execution of subscription rights will be denied exclusively for extraordinary reasons in the company’s interest with the respective reasons being communicated to the applicant.“

Admission of all Securities of the same Category or Issue

Pursuant to Sect. 7 BörsZulV an application for admission of stock has to encompass all stock of the same category so that price distortions as a result of shortage of the admitted stock can be prevented. Therefore this provision contains a ban on partial admission or rather the obligation for complete admission. Decisive for the definition of the term “category” is the legal definition in Sect. 11 Clause 2 Aktiengesetz [AktG, German Stock Companies Act] stating that a category is formed by stock bearing the same rights. In converse argument this means that e.g. the admission of an issuer’s ordinary stock does not need to include preferred stock of the same issuer.

However, the application to admission may be limited insofar as the stock not to be admitted belongs to a shareholding which serves the purpose of maintaining a controlling influence on the issuer or if the stock may not be traded for a certain time period, see Sect. 7 Paragraph 1 Clause 2 BörsZulV. In this case a partial admission of stock can be granted on the condition that purchasers are not expected to suffer any disadvantages resulting from such merely partial admission.

The existence of a controlling influence and the fact that the danger of price distortions due to a shortage of admitted stock or stock available to the market can be excluded, alone do not justify a limitation of the application for admission. Rather it is necessary that this controlling influence shall be maintained for a longer period of time. This may be possible, for instance, in case a “family company“ is going public while the parties wish for the controlling influence to continue. On the other hand, a short-term purchase of a large share block merely for investment purposes gives no reason for a partial admission.

Generally, the application for admission of stock may also be limited due to a lock-up agreement under private law, on the condition that purchasers are not expected to suffer any disadvantages resulting from such merely partial admission. Above all, existing investors and major investors undertake to conclude such lock-up agreements to demonstrate, for example, their solidarity with the issuer and their trust in the issuer’s business model. Moreover, this measures strives to achieve the greatest possible price stability as for a determined period of time no additional stock will be entered into the market.
Prior to the listing order, the issuer has to publish the partial admission to listing of a securities category by including this information in the prospectus, see Sect. 7 Paragraph 1 Clause 3 BörsZulV.

Print Layout of the Securities

The print layout of the securities in printed individual certificates (so-called physical securities) has to offer adequate protection against counterfeiting and allow for a safe and simple settlement of securities transactions, Sect. 8 BörsZulV. This provision applies to those exceptional cases where individual certificates as physical securities are printed instead of global certificates. Details can be found in the “Gemeinsamen Grundsätzen der deutschen Wertpapierbörsen für den Druck von Wertpapieren“ [Mutual Principles of German Stock Exchanges for the Print of Securities] issued by the stock exchanges in Germany, which apply to any securities admitted to trading on a German stock exchange.

Spread of Stock

Pursuant to the regulation in Sect. 9 BörsZulV the stock to be admitted has to be adequately wide-spread within the market participants of one or several EU Member States or one or several EEC Member States. This regulation shall ensure that the market is provided with a sufficient number of circulating stock as this is necessary for representative trading as a requirement for orderly price determination.

The spread is considered adequate if the free floating rate amounts to at least 25 % of the quantity of stock to be admitted. The decisive moment for assessing the necessary spread is the issue of the listing order, so that a corresponding confirmation regarding the adequate spread has to be provided by the company prior to the listing order. Stock to be issued at a later point in time (e. g. from a “greenshoe”- option) will not be taken into account when calculating the free floating stock.

The Management Board of FWB will determine if and when securities are in free float. In identifying the free floating rate, the Management Board will employ for orientation mainly the provision in No. 1.9 of the Leitfaden zu den Aktienindizes der Deutsche Börse AG [Guidelines to the Stock Indices of Deutsche Börse AG]; according to this provision, currently 5% and above of the nominal capital to be allotted to a stock category are considered not in free float. For the question if and what stock of certain investor groups (e. g. members of the management and their relatives) can not be calculated as free float, the fact needs consideration if or to what extent the investors are situated in the issuer’s or its issuning bank’s area of influence (so-called “theory of stereotypes”) and, therefore, can not be counted as public investors in the meaning of Sect. 9 BörsZulV. Stock under a lock-up agreement is not counted as free floating stock.

Deviating from the 25%-principle, a smaller percentage may be sufficient given certain circumstances, if the existence of a large number of stock of the same category and its wide spreading among the investing public safeguard orderly stock exchange trading. In this case, the total of stock to be admitted and the expected market capitalization of the free floating part of the stock to be admitted are taken into consideration.

The following minimum requirements have to be considered:

  • total number of stock to be admitted for listing: 1,250,000 shares
  • number of stock to be admitted belonging to the free float: 125,000 shares
  • market capitalization of free floating stock (“Free float Market Cap“): €1,250,000.

As general requirement the company shares have to be held by at least 100 shareholders, which has to be confirmed, if need be.

Sect. 9 Paragraph 2 BörsZulV provides for exceptions to the free float requirements which in the past were not applied by the Management Board of FWB in the course of deciding on stock admissions. According to this provision, stock may be admitted, among other facts, if an adequate spreading of the stock shall be achieved by means of stock exchange trading and the management board of the stock exchange is convinced that this spreading will be achieved shortly after the stock’s listing, Sect. 9 Paragraph 2 No. 1 BörsZulV. Such a case may be possible, for instance, if the underwriting banking syndicate in the course of stock placement in fixed price offering takes over the complete issue as underwriting syndicate at a fixed price and after the public offer not all stock could be placed, so that an adequate spreading has not been achieved. The banks will then try to offer the stock in the course of trading in smaller units on the market in order to achieve a wider spread in this manner. In the course of the procedure for admission to stock trading, the placement concept as well as the exact time schedule for achieving the adequate spread of the stock has to be explained to the management board of the stock exchange for the management board’s decision on a possible exception in the meaning of Sect. 9 Paragraph 2 No. 1 BörsZulV.

Denomination of the Securities

Like the regulations on the spread of stock, the provision regarding an adequate denomination of stock shall mainly serve the purpose of a better and simpler stock distribution and the furthering of a well-functioning and vivid stock trading. Pursuant to Sect. 6 BörsZulV the denomination of stock as well as the number of stock issued in this denomination has to correspond to the demands of stock trading and the investing public without violating the requirements resulting from corporate law. Since introduction of the non par value share by the so-called “Stückaktiengesetz” [German Law on No-Par Value Shares] in 1998 and the decrease of the minimum par value for stock to 1.00 Euro, see Sect. 8 Paragraph 2 Clause 1 Aktiengesetz (AktG) [German Stock Companies Act], many companies have made use of these options provided for by stock-related legal regulations.

Helpful information for Admission Procedure

Is there a Standard Form to be used for the Application for Admission of Securities to the Regulated Market?

The application for admission has to be filed in writing and has to contain, above all, the data provided for by Sect. 48 Paragraph 1 BörsZulV [German Stock Exchange Admission Regulation]. To simplify matters we recommend the use of the standardized application form which can be obtained as pdf-file on the homepage of Deutsche Börse AG. The submission of the completely filled in application will generally secure that all necessary data have been filed.

How long will the Admission Procedure normally take?

Pursuant to Sect. 50 BörsZulV the admission may take place no earlier than on the trading day following the filing of the application for admission with the management board. However, this minimum time period is merely a statutory requirement irrelevant for an IPO. In case of an IPO, the application’s processing, depending on its volume, may take up to ten business days, if all the required documents have been filed with the application and all admission prerequisites are met.

Is another Application required for Listing the Securities for Trading?

The stock does not only need to be admitted to trading but also requires as a further step to be listed at the stock exchange. This Introduction, meaning the start of listing of admitted securities on the Regulated Market, is a procedure initiated upon application; information on such procedure is provided here. The application for listing of admitted securities, depending on the time schedule for the IPO, may be filed also in the course of the admission procedure already.

What Documents have to be filed with the Application?

The documents which the application to admission has to be accompanied by are listed in exemplary manner in Sect. 48 Paragraph 2 BörsZulV and may also be learned from the admission application form. The most important of these documents are the following:

  • prospectus,
  • certified current excerpt from the commercial register in original,
  • the current articles of association in original,
  • Financial Statements and Annual Reports covering the three business years prior to the application,
  • resolutions by general shareholders meeting, executive board and supervisory board regarding the issuance of securities,
  • copy of the global certificate
  • if need be, an authorization by the issuer to the co-applicant for filing the application.

In addition, immediately after the prospectus has been approved of by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) [German Federal Agency for Financial Market Supervision], the approval certificate as well as evidence on the prospectus’ publication has to be forwarded. The admission of securities issued by issuers from abroad, as a rule, will require a legal opinion regarding, for example, the valid establishment of the company, the legal base of the securities issuance or the securities’ tradability.

This list above is not necessarily final. Depending on the review of the particular case, submission of further documents may be required.

Who may sign the Application for Admission?

The application for admission of securities to the Regulated Market has to be signed by the securities’ issuer and the underwriting institution pursuant to Sect. 32 Paragraph 2 Börsengesetz (BörsG) [German Stock Exchange Act], see legal basis for admission to listing at the stock exchange. Upon submission of an authorization by the issuer, the underwriting institution may sign the application for admission on their own as well as on the issuer’s behalf.

Does the Admission to the Prime Standard require the Filing of a Separate Application?

The application for admission to the sub segment of the Regulated Market bearing follow-up obligations resulting from admission (Prime Standard) may be filed alongside with the application for admission to the Regulated Market (General Standard), Sect. 48 of the Börsenordnung für die Frankfurter Wertpapierbörse (BörsO FWB) [Exchange Rules of Frankfurt Stock Exchange]. The application form provides an adequate column to apply for the admission to the Prime Standard.

What are the Significant Points to be observed when Applying for the Admission of Certificates Representing Stock?

Certificates representing stock become especially relevant for the secondary securitisation of mostly foreign stock, if the original stock can not be admitted to listing in Germany and, therefore, a securitisation form representing the original stock is required. The reason why this stock can not be admitted to listing will often result from the fact that the original stock lacks free tradability, because it is, for example, deposited with a central custodian abroad and for want of technical connection a settlement of stock trades through the German central securities depositary Clearstream Banking AG is not possible. Pursuant to their offering terms, the certificates contractually convey to their holders any right vested in the original foreign stock. In case of American Depository Receipts (ADR) the certificates will usually be issued by US-American depositary banks.

Even if the application for admission refers to the certificates representing shares, the admission procedure is pursued still by the original stock’s issuer. Pursuant to Sect. 12 BörsZulV, three prerequisites need to be met for the admission to listing of certificates representing stock:

The application for admission has to be signed by the issuer of the represented stock as well as the issuer of the certificates and the underwriting institute. Moreover, the issuer of the represented stock has to be established in an orderly manner and the minimum amount of securities to be admitted has to comply with the requirements set forth in Sect. 2 BörsZulV; pursuant to Sect. 3 BörsZulV the issuer of the represented stock also must have existed as an enterprise for three years and must have published its Financial Statements during this period. Additionally the issuer of the represented stock has to declare to the stock exchange in writing that they will meet the follow-up obligations resulting from admission pursuant to Sects. 39-41 BörsG. This concerns the obligation to file an application for admission of stock of the same category, which might be issued at a later point in time, within one year after the respective issue and to render information to the stock exchange Management Board on matters connected to admission and listing of certificates representing stock.
Secondly, the certificates to be admitted have to meet the prerequisites set forth in Sects. 4 to 10 BörsZulV and, thirdly, the issuer has guarantee the performance of their obligations towards the certificate holders. The latter prerequisite means that the certificate issuer has to provide the certificate holders with conditions that allow the certificate holders to execute their rights from the original stock (e. g. dividend entitlement, voting rights and subscription rights) which are vested in the certificates to be admitted for listing.

Due to the special complexity in case of the intended admission of certificates representing stock we would recommend to contact the Deutsche Börse AG, Department Listing & Issuer Services at an early stage.

Who is the Contact for Questions concerning Stock Securitisation ?

In case of questions regarding securitisation and deliverability of stock, please contact the Clearstream Banking AG, Frankfurt am Main, under telephone number +49 (0)69 – 211 1 1177.

Basic Information for Issuers

Please find information regarding the legal basis, the components, wording and further matters concerning the admission procedure under “Basic Information”.

Contact Person

Listing Hotline

E-Mail: listing@deutsche-boerse.com

Telephone: +49-(0) 69-2 11-1 39 90

Contact Person

Listing Hotline

Telephone: +49-(0) 69-2 11-1 39 90

Fax: +49-(0) 69-2 11-1 39 91

Related links

Additional Information

Contact

Secure the future and competitiveness of your company. We would be pleased to inform you about the advantages of raising equity and debt capital through the stock exchange.

Please contact us:

Listing & Issuer

Germany