Topic Information obligations for issuers Information for New Issuers
Issuers of financial instruments are subject to various conduct of business obligations and transparency requirements under MAR and WpHG, some of which they have to comply with as soon as they file an application.
Since 2 July 2016, a new legal regime has applied for issuers of financial instruments: the requirements and prohibitions previously stipulated in the WpHG, such as the prohibition of insider dealing and the ad hoc disclosure obligation, are now regulated by large parts of the directly applicable Regulation (EU) 596/2014 (Market Abuse Regulation – MAR). MAR is supplemented at the national level in Germany by the WpHG, which has been amended with respect to the MAR and the relevant implementing provisions by Articles 1 and 2 of the 1st FiMaNoG.
In particular, the following obligations or prohibitions should be mentioned:
- Prohibition of insider dealing (Article 14 MAR)
- Prohibition of market manipulation (Article 15 MAR)
- Public disclosure of inside information without undue delay (ad hoc disclosure, Article 17 MAR in conjunction with section 26 (1) WpHG)
- Maintenance of insider lists (Article 18 MAR)
- Publication of notifications of managers' transactions pursuant to Article 19 MAR in conjunction with section 26 (2) WpHG.
Who is to be regarded as an MTF or OTF issuer is defined in Section 2 (15) or (16) WpHG.
Other obligations of issuers with authorisation to a regulated market include:
- Publication and notification(s) of the fact or the choice made that the Federal Republic of Germany is the country of origin, if relevant (Section 5 WpHG)
- Publication of notifications of changes in the percentage of voting rights in listed companies (section 33 et seq. WpHG)
- Publication of the total number of voting rights (section 41 WpHG)
- Publication of notifications by holders of major shareholdings (Section 43 WpHG)
- Information necessary for exercising rights attached to securities (section 48 et seq. WpHG)
- Monitoring of company financial reports, publication and transmission of financial reports to the company register (sections 106-118 WpHG).
The list above contains the most important MAR- and WpHG obligations only.
If the Federal Republic of Germany is not considered to be your country of origin, e.g. because you as issuer have your registered office in another EU member state or in another member state of the European Economic Area, and if your securities are not only admitted to trading on a regulated market in the Federal Republic of Germany, your obligations are generally not governed by the German WpHG but by the respective national provisions of your country of origin. However, if another EU member state or another member state of the European Economic Area is your country of origin and if your securities are admitted to trading on a regulated market solely in the Federal Republic of Germany, certain of the above mentioned obligations also apply.
BaFin has revised its issuer guide. The latest version of this guideline is available on the homepage:
Questions of interpretation may also be sent to the e-mail address MAR@bafin.de. BaFin will regularly revise and expand its list on the basis of such input. BaFin also makes available FAQs on the voting rights notification obligations and obligations subsequent to stock exchange admission pursuant to parts 6 of the WpHG, which are continuously updated.
