Follow-up obligations Regulated Market

Follow-up obligations Open Market

Financial Analyses

The publication of the comprehensive initial research shortly after inclusion and the subsequent semiannual research updates provide investors with a summarized and significant overview of the issuer.

 Obliged are issuers whose

  • shares or certificates representing shares are included in Scale

Briefly, this needs to be done:

  • The financial analyses must
  • within the specified deadlines
  • be published on the issuer's website and
  • remain published for at least 24 months.

Legal basis

The follow-up obligation is regulated in the General Terms and Conditions of Deutsche Börse AG for the Regulated Unofficial Market on the Frankfurt Stock Exchange (GTC DBAG) and results from § 21 (1) lit. c) GTC DBAG for issuers of shares and certificates representing shares in Scale.

Scope, content and timeliness of the financial analyses

Initial Research:

The research provider writes an initial study (Initial Research) when coverage is initiated. The initial research contains a comprehensive and complete analysis of the security or company in question. It shall contain all material content relevant for the valuation. The GTC require the following as minimum contents for the Initial Research:

  • Executive Summary,
  • an analysis of the key earnings, balance sheet and liquidity figures,
  • a market and competition analysis,
  • a forecast model and
  • a valuation.

In addition to the contractually stipulated minimum content, an Initial Research usually also contains a strengths/weaknesses analysis (so-called SWOT analysis), a presentation of the shareholder structure, a commentary on the management, a company profile and a recommendation.  The length of an initial research is usually between 30 and 60 pages.


Research Updates:

The Research Updates to be published in accordance with the GTC shall deal with the analysis of the respective current annual or semi-annual financial statements and shall contain at least the following information:

  • an analysis of the key earnings, balance sheet and liquidity figures,
  • an updated forecast model and
  • an updated valuation.

In addition to the required minimum content, a Research Update usually also contains a recommendation. The length of a Research Update is usually between ten and 15 pages.


Requirement for topicality:

According to the wording of the GTC, it is not necessary for the Initial Research to be "up to date" in order to fulfill the publication obligation pursuant to Section 21 (1) lit c) sentence 1. In other words, even Initial Research that is even several months or years old at the time of inclusion or at the time of the publication obligation fulfills the required conditions.  If the Initial Research was already published before inclusion, it must remain published for at least another 24 months after inclusion.

At the same time, the wording of the GTC does not imply an obligation to publish Research Updates that were prepared after the Initial Research and before inclusion in Scale. However, the issuer is free to make these available to any interested reader on its website for information purposes.

Deadlines

The Initial Research must be published six weeks after inclusion in Scale.

The subsequent Research Updates must be published no later than two weeks after the end of the transmission period for the annual financial statements and the half-yearly financial statements.

The decisive factor for the start of the two-week period for publication of the Research Update is therefore not the actual date of publication and transmission of the annual or semi-annual financial statements, but rather the expiry of the six- or four-month period for the annual or semi-annual financial statements.

Each financial analysis must remain published on the issuer's website for at least 24 months.

Possible special features in the year of inclusion

In the year of inclusion, the obligation to publish the first Research Update does not apply if the Initial Research already contains the valuation of the financial statements that are to be submitted and published first after inclusion.

Language requirements

The financial analyses must be published either in German or English, cf. § 21 para. 4 GTC DBAG.

Specifications for publication

The financial analyses must be published on the issuer's website.

Transmission via the Exchange Reporting Interface (ERS) is not required and technically not possible. Publication of the financial analyses on the corporate website of Deutsche Börse AG will therefore not be conducted.

Frequently asked questions

Where can I find an overview of Deutsche Börse Capital Market Partners for the preparation of financial analyses?

An overview of Deutsche Börse Capital Market Partners for the preparation of financial analyses is available here.

Is it necessary that the financial analysis refers to figures which have been already audited or can it refer to preliminary figures?

The required financial analysis can refer to preliminary figures of the last due report (relevant especially for the annual report). In this regard the follow-up-obligation “Transmission of the audited annual report” differs from the obligation to publish the financial analysis: Regarding the financial analysis it is not required that it refers to audited figures. Therefore, it is possible that an issuer faces a contractual penalty for having transmitted unaudited figures only, while at the same time the issuer lives up to the requirement of publishing the financial analysis based on unaudited figures.

How can a violation of Section 21(1)(c) be sanctioned?

Deutsche Börse AG may impose a contractual penalty on the culpably acting issuer. The assessment of the specific amount of the penalty shall depend in particular on the duration and extent of the breach of duty and the significance of the breach for the capital market.

Likewise, Deutsche Börse AG may publish the contractual penalty imposed on its website, stating the name of the issuer and the specific breach of duty. 

As a last resort, Deutsche Börse AG may extraordinarily terminate the inclusion of the issuer's securities after the unsuccessful expiry of a grace period set by Deutsche Börse AG. The reason for termination exists irrespective of any fault on the part of the issuer.

Contact

Rule Enforcement
Phone: +49 (0)69 2 11-1 38 88
Email: rule-enforcement@deutsche-boerse.com

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