From Section 17 para. 1 lit. b), para. 3 lit. b) General Terms and Conditions of Deutsche Börse AG for the Regulated Unofficial Market on the Frankfurt Stock Exchange (henceforth "GTC Open Market"), it follows that a securities prospectus as well as the certificate of approval and proof of publication of the securities prospectus and the supplements are required for the inclusion of shares and certificates representing shares in the Open Market, Scale, an inclusion document pursuant to Annex 2 or in the case of a public offer of shares or certificates representing shares subject to a prospectus requirement, a securities prospectus.

The EU Prospectus Regulation ((EU) 2017/1129) has led to a further harmonisation of European prospectus law. The EU Prospectus Regulation replaces the previous Prospectus Directive, which was implemented in Germany by the Securities Prospectus Act. The legal definition of a “public offer” can now be found in the EU Prospectus Regulation, cf. Art 2 d).

The segment Scale of the Open Market is open to companies that are prepared to adhere to a certain transparency standard with additional transparency requirements. In addition to other inclusion follow-up obligations defined in Section 17 para. 1 GTC Open Market, the requirement laid down in Section 17 para. 1 lit. b) GTC Open Market to prepare a prospectus on the basis of a public offering of the shares or certificates representing the shares represents an essential transparency feature. A document should therefore be available to the public which serves to provide information about the issuer and its shares or certificates representing shares.

The inclusion of shares or certificates representing shares in Scale regularly requires a public offer subject to a prospectus and a prospectus drawn up in this context (§ 17 para. 1 lit. b) GTC Open Market). This must be a securities prospectus valid and approved or certified in accordance with the provisions of the WpPG and any supplements to the securities prospectus.

Pursuant to section 2 lit. d) EU-ProspektVO (VO [EU] 2017/1129), a "public offer" is a communication to the public in any form and by any means which contains sufficient information about the terms and conditions of the offer and the securities to be offered to enable an investor to decide whether to purchase or subscribe for these securities.

According to the current administrative practice of the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin" from now on), a public offer may already exist in the case of advertising measures containing a concrete purchase opportunity for the securities to be included, which in principle establishes the obligation to prepare and publish a securities prospectus.

In Germany, BaFin is responsible for approving the securities prospectus. If you have any questions regarding the public offering or the content of a securities prospectus, it is advisable to contact BaFin at an early stage. If a foreign supervisory authority is responsible for approving the prospectus, it is advisable to contact the relevant authority directly if you have any questions regarding the public offering.

Basic information on the securities prospectus can be found here. The BaFin can help you with any questions you may have regarding the design of the public offering that requires a prospectus.

Further information on the subject of securities prospectuses can be found in the following FAQs:

Does the Requirement to prepare a Prospectus also apply in connection with the inclusion of shares in the Open Market, Scale if merely a Private Placement takes place?

The inclusion of shares into the Open Market, Scale compulsively requires the preparation of a prospectus in order to comply with the specific transparency requirements of the segment.

Does the inclusion of Shares in the Open Market, Scale always require the issuance of new shares?

The issuance of new shares and, therefore, a capital increase of the issuer is not necessary. The offer, for instance, may relate to the company’s own shares or shares of an existing shareholder. Generally, any measure is sufficient which establishes a public offer and, thus, the obligation to prepare a securities prospectus.

Does an issuer have to submit a prospectus when changing from the Regulated Market of Frankfurter Wertpapierbörse to the Open Market,Scale?

The submission of a securities prospectus in the event of a change from the Regulated Market of the Frankfurt Stock Exchange to Scale is generally not required if the requirements of § 18 GTC Open Market are met. In particular, the securities must have been admitted to trading on a domestic or foreign stock exchange recognized by DBAG within the meaning of § 12 (2) GTC Open Market for more than 12 months at the time of application. In addition, a prospectus or comparable admission document approved in accordance with the regulations applicable there must have been published in connection with admission to trading on the stock exchange.