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Criteria • General standard • Prime standard • Entry standard Targeted issuers Profile of market segment and targeted issuer companies EU Regulated segment with ...
Text of Understanding Deutsche Börse - EY - United States
GermanyContact details Maria PinelliGlobal IPO LeaderTel: +44 (0)20 7980 0960Email: SteinbachEMEIA and Germany, Switzerland and Austria IPO LeaderTel: +49 6196 996 11574Email: Daniel MairGermany, Switzerland and Austria IPO LeaderTel: +49 6196 996 24703Email: EY | Assurance | Tax | Transactions | AdvisoryAbout EYEY is a global leader in assurance, tax, transaction and advisoryservices. The insights and quality services we deliver help build trust and confidence in the capital markets and in economies the world over. We develop outstanding leaders who team to deliver on our promises to all of our stakeholders. In so doing, we play a critical role in building a better working world for our people, for our clients and for our refers to the global organization, and may refer to one or more, of the member firms of Ernst & Young Global Limited, each of which is a separate legal entity. Ernst & Young Global Limited, a UK company limited by guarantee, does not provide services to clients. For more information about our organization, please visit EY s IPO Services EY is a leader in helping to take companies public worldwide. With decades of experience our global network is dedicated to serving market leaders and helping businesses evaluate the pros and cons of an IPO. We demystify the process by offering IPO readiness assessments, IPO preparation, project management and execution services, all of which help prepare you for life in the public spotlight. Our Global IPO Center of Excellence is a virtual hub which provides access to our IPO knowledge, tools, thought leadership and contacts from around the world in one easy-to-use source. 2013 EYGM Limited. All Rights no. CY0665ED NoneIn line with EY s commitment to minimize its impact on the environment, this document has been printed on paper with a high recycled material has been prepared for general informational purposes only and is not intended to be relied upon as accounting, tax, or other professional advice. Please refer to your advisors for specific you ready? The EY Global IPO Center of Excellence powerfully showcases the EY difference. It is a virtual hub that pools our global IPO knowledge, experience and resources in one place for the first time. Visit today and make sure you are ready for the IPO journey. What can you expect?Taking your business public is a significant milestone, helping you to raise the capital you need to accelerate your growth and achieve market leadership. No matter what industry sector you come from, or which market segment you are targeting, our dedicated team can help you to navigate the particular reporting, regulatory and trading challenges of Deutsche B can work with you at every stage of your IPO journey, from planning, through execution, to post-market trading, helping to ensure that you deliver the long-term, sustainable value your shareholders Deutsche B rseCriteria General standard Prime standard Entry standardTargeted issuersProfile of market segment and targeted issuer companiesEU Regulated segment with minimum legal requirements of the EU Regulated Market. Appropriate for issuers seeking to cost-effectively target national investorsEU Regulated segment with enhanced transparency requirements (in addition to those held by the General Standard). Appropriate for issues seeking access to international investorsOpen market (Regulated Official Market) with few formal requirements. Particularlyattractive to young and established SMEs, no specific industry focusNumber of issuers (currently trading on the board)239343182Financial and operational requirementsIncome, revenue and/or profitsn /an /an /aMarket capitalizationMin. millionMin. millionMin. 750,000 paid-in nominal capital stock (or equivalent equity position for foreign issuers)Operating historyMin. 3 years, exemptions possible1 Min. 3 years, exemptions possible1Min. 2 years, exemptions possible1Working capital and/or assetsn /an /an /aNumber of shareholders and share distribution (minimum number of float shares)Min. 25% free float, min. 10,000 sharesMin. 25% free float, min. 10,000 sharesMin. 10% free float, min. 30 shareholdersInitial requirementsPossible types of shares including global depository receipt (GDR)Ordinary shares, preference shares, bearer shares or registered shares, ADRs, GDRsAccounting standardIFRS (EU/EEA member state issuer), IFRS or equivalent (third country issuers)IFRS or National GAAP (EU-member state issuer), IFRS or equivalent (third country issuers)Type of transactionProspectus for public offeringYes, either approved by the German Federal Financial Supervisory Authority, the competent authority in Germany, or by an EEA competent authority (via EU passporting) according to the German Security Prospectus ActLanguage for publications and disclosuresGerman or English2German and English (for foreign issuers English only)German or English Foreign issuers listing requirementsIn general, listing criteria as per domestic entities, with marginal variations. Application must be sponsored by accredited institution admitted to a Frankfurt Stock ExchangePeriodic reporting requirements and disclosuresAnnual, half-yearly and quarterly figures and publication deadlineAnnual report within 4 months of period end, exemption possible3 Half yearly report within 2 months of period end4 Management interim statements required between 10 weeks after the beginning and 6 weeks before the first and second half of financial yearAnnual report within 4 months of period end, exemption possible Half yearly report within 2 months of period end (3 months for non-EU/EEA issuersof GDRs)Quarterly report within 2 months of period end (3 months for non-EU/EEA issuersof GDRs)Annual report with 6 months of period end, to be published on issuer website Half-yearly short form report within 3 months of period end of reporting period, to be published on issuer websiteQuarterly report not requiredPublication of a financial calendarn /aYe sCorporate calendar required at application, updated accordinglyInternal controlsEntity to provide corporate governance statement describing internal control and risk management systems in relation to financial reportingn /aDirector/executive/board certification statementsManagement and supervisory board to declare annually whether (explain) or not complied with German Corporate Governance Code ( Declaration of Conformity ), directors to sign certification statementin annual reportDirectors to sign certification statement in annual reportCorporate governance standardsCorporate governance codeGerman corporate governance code for domestic issuers. Foreign issuers to follow home country codesn /aBoard structureIn accordance with best practice and corporate law5 Board compositionIn accordance with best practice and corporate law5Audit committee compositionIn accordance with best practice and corporate law5Remuneration disclosureIn accordance with best practice and corporate law5Compliance provisionComply or explainn /aEvent-led reporting obligationsAnnouncement of management transactionsOwnership of shares or related financial instruments by management/supervisory board to be reported, obligation to publish management report, must report dealings in shares of company without delayn /aAd hoc publicity/price-sensitive company informationMandatory disclosure of material events that influence share priceMandatory disclosure of material events that influence share price, Ad-hoc messages in English, min 1 analyst event per year (investor/analyst conference)Mandatory disclosure of material events that influence share price published on entity s websiteDisclosure of shareholdingsYes, thresholds: 3%, 5%, 10%, 15%, 20%, 25%, 30%, 50% and 75% of voting rightsYes, thresholds: 25% and 50% of voting rightsRegulations and disclosuresSelection of important lawsGerman Securities Trading Act, German Stock Corporation Act, German Securities Prospectus Act, Exchange rules for the Frankfurt Stock Exchange, German Takeover Act, German Banking ActRelevant regulatorsGerman Federal Financial Supervisory Authority (BaFin), Frankfurt Stock Exchange, Trading Surveillance OfficeTrading requirementsLiquidity providersNo designated sponsor required for listing in a particular market segmentCapital market advisorsn /aDeutsche B rse Listing Partner assists entity as a capital market coachLockup requirements Not legally required, but in practice (contractual) lock-in agreements of 6 2 months market best practiceParticipation in stock market indicesSelection, total market and sector indicesSelection indices: General standard index, DAX international 100Sector indices: DAXsector all, DAXsubsector allAll share indices: General all shareSelection indices: DAX, MDAX, SDAX, TecDAX, DAX International 100Sector indices, DAXsupersector All, DAXsector, DAXsubsector, DAXsector AllAll share indices: Prime all shareSelection indices: Entry Standard Index, DAX International 100, DAX International Mid 100, Sector indices: DAXsubsector All, DAXsector AllAll share indices: Entry All ShareExamples of indicesAll indices calculated as price and total return indices. Possibility to include shares in selection indices. Shares automatically included in sector and all share indicesAll indices calculated as price and performance indices. Possibility to include shares and depository receipt in selection indices. Shares and depository receipts automatically included in sector and all share indicesFe esExchange listing charges and assessment feesAdmission 3,000, Introduction 2,500Admission 3,000, Introduction 2,500Inclusion 1,500Annual listing fee 7,500 10,000 5,000Germany | Deutsche B rse As at January 20131In the case of SPACs, Carve-outs. 2For prospectus: English with a German summary required if prospectus approved by EU/EEA competent authority and passported to Germany, or if approved by the competent authority in Germany and the securities are also publicly offered in another EU/EEA member state. 3For third country issuers. 4Not required for issuers of depositary receipts. 5Please refer to for more information or please contact the EY Germany IPO leader. 6Assists issuer to fulfill listing requirements. Can be an accredited bank or non-bank.