1. Publicity duties
Quarterly reports, ad-hoc publicity regulations and compulsory registration when participation thresholds of 3, 5, 10, 15, 20, 25, 30, 50 and 75% are achieved according to the Securities Trading Act are the most important methods to be taken into account. In addition to this are the director’s dealings according to which the bodies of the companies concerned, as well as their family members, have to share all purchases and sales with the Federal Financial Supervisory Agency within one week, and publish these.
2. Formal requirements
Issuings such as capital increases, acquisitions through an investment in kind (share trade) and similar transactions must generally be accompanied (offered) by a sales prospectus. This must be signed by a bank or a securities trading bank and submitted to the Federal Financial Supervisory Agency. Investments in kind must be accompanied by two separate reports by auditors who are not auditors of the company concerned.
3. Take over
For an take over of more than 30% of the outstanding share capital of a Prime or General Standard company, a so-called compulsory offer according to the Securities Acquisition Act must be submitted to the free float. This was governed by the “Law on regulating company acquisitions and public offers to purchase securities” of 20 December 2001. The basis for the settlement amount to be submitted is the higher rate of either a.) the average, weighted share price 90 days before the control is notified or b.) the purchase price per share paid by the buyer to gain control.
Prime and General Standard
The “Prime Standard“ and “General Standard“ were introduced in early 2003. In addition to the previous publicity requirements, international financial accounting standards (IFRS), a copy of a company calendar, an analyst conference at least once a year, and the issuing of ad-hoc notices in German and English are also required.
SDAX, MDAX and DAX are indices and not market sectors. Admission into these indices essentially takes place through the two criteria of market capitalisation and sales turnover in the share. The company’s industry is also an important criterion.
The Open Market is an exception to these rules. Legal entities have a certifiable threshold of 25% of the share capital of the company concerned. No compulsory offer is stipulated when purchasing more than 30% of the outstanding share capital.