On December 20, 2011, Deutsche Börse AG suspended new listings from the First Quotation Board due to fraud and suspected market manipulation on the First Quotation Board. Deutsche Börse AG stated, “Prosecution according to criminal law and supervisory legislation only seems to have a limited deterrent effect. Against this background and for the purpose of protecting the capital market and particularly the investors, Deutsche Börse AG has decided not to list any shares and certificates representing shares in First Quotation Board.”
Announcing the suspension of new listing applications in Open Market Circular No. 05/11, Deutsche Börse AG also reminded all market participants of their obligation under § 10 of the German Securities Trading Act to report any suspicion of market manipulation to the German Federal Financial Supervisory immediately.
Deutsche Börse AG indicated that it is currently examining, together with the Hessian Exchange Supervisory Authority and the German Federal Financial Supervisory Authority further measures in order to guarantee orderly exchange trading for the capital market and particularly for the investors and to maintain the quality of future segments.
Issuers who want to list their shares on the First Quotation Board now have to locate a Frankfurt listed shell company in order to do so. Qualified issuers can continue to list on the Open Market. This requires among other things that the issuer fulfill ongoing transparency requirements which include publishing the following on the listed company’s website:
i. Audited consolidated financial statements and management report (in accordance with provisions of the national accounting standards like the German Commercial Code, HGB or International Financial Reporting Standards) no later than six months after the end of the reporting period;
ii. Publication of a brief, up-to-date company profile and a calendar of company events;
iii. Publication of the interim report no later than three months after the end of the first half of the fiscal year. There is no minimum content requirement for the interim report. Simply put, using figures and explanatory notes, the interim report should give a true and fair view of the issuer’s financial position and general business trend during the first six months of the financial year (reporting period); and
iv. Immediate publication of information that could have a significant impact on the price of the listed shares.
For further information about this article, please contact an SEC attorney at (561) 416-8956 or by email at email@example.com. This memorandum is provided as a general informational service to clients and friends of Hamilton & Associates Law Group and should not be construed as, and does not constitute, legal and compliance advice on any specific matter, nor does this message create an attorney-client relationship. For more information concerning the rules and regulations affecting the use of Rule 144, Form 8K, FINRA Rule 6490, Rule 506 private placement offerings, Regulation A, Rule 504 offerings, Rule 144, SEC reporting requirements, SEC registration on Form S-1 and Form 10, Pink Sheet listing, OTCBB and OTCMarkets disclosure requirements, DTC Chills, Global Locks, reverse mergers, public shells, go public direct transactions and direct public offerings or please contact Hamilton and Associates at (561) 416-8956 or firstname.lastname@example.org. Please note that the prior results discussed herein do not guarantee similar outcomes.
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