Introduction

1. 6.1 In Germany, the Prospectus Directive has been implemented by the Prospectus Directive Implementation Act of 22 June 2005, which introduced the Securities Prospectus Act (the ‘Prospectus Act’) and amended a number of existing laws, including the Securities Sales Prospectus Act (Wertpapier-Verkaufsprospektgesetz) and the Stock Exchange Act (Börsengesetz). The Prospectus Act entered into force on 1 July 2005.

2. 6.2 Prior to implementation of the Prospectus Directive, the public offering of securities was regulated by the Securities Sales Prospectus Act and the Securities Sales Prospectus Ordinance (Wertpapier-Verkaufsprospektverordnung), which applied to public offerings, as well as by the Stock Exchange Act and the Stock Exchange Admission Ordinance (Börsenzulassungsverordnung), which applied to admissions to trading of securities on a regulated market, setting out different rules for sales prospectuses and listing prospectuses. Additionally, the Frankfurt Stock Exchange had issued its (non-mandatory) Going Public Principles, which set forth the German market standard for the layout as well as the structure for prospectuses relating to shares or share certificates. Abolishing the Securities Sales Prospectus Ordinance and significantly reducing the scope of the Securities Sales Prospectus Act and the Stock Exchange Act as well as of the Stock Exchange Admission Ordinance, the Prospectus Directive Implementation Act concentrated the legal framework for all securities prospectuses in the Prospectus Act. Consequently, the Frankfurt Stock Exchange suspended its Going Public Principles as of the date the Prospectus Act came into effect.

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