Brochure published by the issuer of a security, containing general information on the company and the placement of the security.
An issuing prospectus contains all key information about the security: the issuer, corporate structure, financial situation, business activities, as well as all executive bodies and companies involved in the floatation. The issuer and the issuing syndicate are responsible and liable for the accuracy of the contents of the prospectus (prospectus liability).
Since 1991, each issuer of securities which are being offered publicly for the first time in Germany is obliged to publish an issuing prospectus. The prospectus obligation becomes obsolete if the securities are only offered to a limited number of persons e.g. if they are only offered to persons who purchase or sell securities professionally or commercially for own account or for third party account, such as banks or if they are offered to employees either by their own employer or by a company affiliated to their employer.
The issuing prospectus may not be published until publication has been permitted by the German Financial Supervisory Authority (BAFin) or until ten working days have elapsed after the BAFin received the prospectus without the BAFin having forbidden its publication.
The minimum content required for an issuing prospectus is regulated in the Ordinance on Securities Sales Prospectuses. Issuers who apply for admission to the Official Market must draw up an issuing prospectus which fulfills the requirements of an exchange admission prospectus. The content is determined by the Stock Exchange Act and the Exchange Admission Ordinance. The accuracy of all information required is examined by the Admission Board of FWB® Frankfurter Wertpapierbörse (Frankfurt Stock Exchange), which decides whether to admit the company.
In addition, a prospectus with which a company applies to be admitted to the Official Market or Regulated Market segments of the Frankfurt Stock Exchange should adhere to the requirements of the Going Public Principles which were published on 15 July 2002 and which will come into effect as per 1 September 2002. Since July 2002 (Fourth Financial Market Promotion Act), the prospectus must also be made available to the exchange in electronic form for publication on the Internet.
