Börse Berlin

Market Segments

Börse Berlin has two market segments, the Regulated Market and the Open Market. The Open Market has the sub-segment Berlin Second Regulated Market (BSRM).

The Regulated Market

The Regulated Market is a market segment that is governed by public law. The proceedings for the admission of securities to the Regulated Market are subject to public law, the admission requirements are regulated by the “Exchange Law”, the “Exchange Admission Provision” and the “Securities Prospectus Act”.

The Regulated Market was established in 2007 through fusion of the Regulated and the Official Market. The admission requirements to the Regulated Market resemble the former admission requirements to the Official Market.

Companies that want to launch their IPO on the Regulated Market, need to fulfil the following criteria:

• They need to have existed at least three years
• They need to have equity capital of at least 1.25 million €
• At least 10,000 shares need to be issued with a freefloat of at least 25 %
• Submission of an offering prospectus aprroved by BaFin with information about financial statements, capital flow, profit and loss and business prospects.

After admission has been effected there are ongoing duties for the issuers such as the publication of annual accounts and of interim reports. Price relevant information needs to be reported pursuant to § 15 WpHG (Ad-hoc publicity obligation).

Companies that are already listed on another regulated market in Germany and Europe can be admitted to trading on the Regulated Market without an admission procedure, as long as the admission requirements and the reporting and transparency obligations of the other market are comparable to those on the Regulated Market.

The Open Market

The Open Market is a market segment of Börse Berlin organised under private law. Regulations enacted by the Management and the Exchange Council form its legal basis. The Terms and Conditions for the Open Market regulate the process of trading. The Terms and Conditions for Transactions regulate the participation in trading and the inclusion of securities to trading. The admission requirements are eased significantly in comparison to those of the Regulated Market. An application with information about the name and address of the issuer, the security class, ISIN or security code number, a short description of the type of business and the denotation of the home exchange suffices for the admission of company shares that are already traded on another regulated market or multilateral trading facility. There are no ongoing obligations for companies.

The Open Market provides a suitable IPO platform for small to medium sized companies located in an EU member state. In the interest of investor protection, the admission requirements are to ensure that the company is eligible for the capital market.

• The issuer needs to have exercised the same operative business activities continuously for the last three years
• The minimum capital of the issuer shall at least be EUR 500.000,00.
• The minimum nominal value shall at least be 250.000,00 EUR, the nominal value of the companies to be included shall be EUR 1,00.
• The shares to be included shall be spread sufficiently (freeflow of at least 20 %).

The issuer needs to publish audited annual accounts and interim reports. Furthermore ongoing obligations after an IPO are publications within the meaning of §§ 30 b and 30 e of the Securities Trading Act. Companies that made their IPO on the Open Market also need to publish price relevant information analogue to § 15 WpHG.

Berlin Second Regulated Market (BSRM)

The Berlin Second Regulated Market is a sub-segment of the Open Market and also governed under private law. Electronic price determination is carried out for securities, that are admitted to a regulated market within the meaning of MiFID. As the securities are already admitted at another regulated market within the meaning of MiFID, investors can access information available about the stock via the home exchange. This is why the Berlin Second Regulated Market – although a segment of the Open Market – qualifies as a Regulated Market under European law within the meaning of MiFID.

Trade Reporting is carried out under the MIC (Market Identification Code) EQTB. For stocks, admitted to trading on the Regulated Market in Germany, which is governed by public law, trade reporting is carried out under the MIC EQTA – this affects approximately 35 German Blue Chips.