Topic Information obligations for issuers General information
Article from Issuer Guidelines published by the Federal Financial Supervisory Authority
For issuers of shares admitted to trading whose home country is the Federal Republic of Germany, section 49 (1) of the WpHG provides for a number of publication obligations in respect of the general meeting and relating to dividends, the issuance of new shares, the agreement or the exercise of exchange, pre-emptive, redemption or subscription rights, as well as the resolution on these rights. Under section 49 (2) of the WpHG, issuers of debt securities admitted to trading have largely similar obligations with regard to the general meeting of debt securities holders and notifications concerning the exercise of any conversion, subscription and cancellation rights, as well as interest payments, repayments, drawings and units that have been cancelled or drawn but have not yet been redeemed. The publications must be made in the (electronic) Federal Gazette (Bundesanzeiger) and hence in the same medium in which publications for issuers subject to German company law regularly have to be published in the “company news” (Gesellschaftsblätter). Lastly, section 49 (3) of the WpHG sets out the requirements to be met for electronic transmission of information to holders of securities, although electronic transmission may not substitute publication under subsections (1) or (2).
As a general principle, publications under section 49 of the WpHG must be made in German. Section 49 of the WpHG also applies to issuers from a third country, provided that their home country is the Federal Republic of Germany. Publication in English is also permitted in this case.