Sect. 56 of the Exchange Rules of the Frankfurter Wertpapierbörse (BörsO FWB) demands that all issuers in the Prime Standard publish their disclosures pursuant to Sect. 26 of the German Securities Trading Act (WpHG), or pursuant to comparable provisions if Sect. 26 WpHG is not applicable to the issuer, simultaneously in English.

Sect. 56 BörsO FWB is linked to the so-called ad-hoc requirements of Sect. 26 WpHG or of comparable provisions. Generally, resulting from Sect. 26 WpHG all domestic issuers of financial instruments are obliged to disclose their inside information. Jointly with Sect. 3 et seq. of the German Securities Trading Reporting and Insider List Regulation (WpAIV) Sect. 26 WpHG defines the inside information and determines in what language, at what time and in what way it has to be disclosed. The competent authority for the interpretation and supervision of the aforementioned regulations is the German Federal Financial Supervisory Authority (BaFin). You can find helpful explanations regarding the so-called ad-hoc publicity pursuant to the WpHG in the Issuer Guideline of the BaFin.

In the scope of these explanations, only the questions resulting from Sect. 56 BörsO FWB will be discussed.

Sect. 56 BörsO FWB serves the purpose to secure that ad-hoc disclosures of issuers in Prime Standard in any case are also available in English.

Therefore, an obligation to publish also in English results from Sect. 56 BörsO FWB only for those issuers in the Prime Standard who

• in concrete are obliged to comply with ad-hoc publicity pursuant to Sect. 26 WpHG or pursuant to comparable provisions and
• did not yet meet their aforementioned ad-hoc obligation by making their disclosures in English, but only in German or another “accepted language“.

For issuers in Prime Standard who sufficiently meet their obligations from the WpHG by disclosing their inside information merely in English (e. g. in case of Sect. 3b Paragraph 1 WpAIV), Sect. 56 BörsO FWB does not create any further obligations. So Sect. 56 BörsO FWB does not require in these cases the disclosure of the inside information in a second language, especially in German.

If an obligation to disclose inside information results from Sect. 56 BörsO FWB, the wording of the Exchange Rules demands the “simultaneous“ disclosure in English.

As the translation into English must not delay the first, initial disclosure, the obligation from Sect. 56 BörsO FWB shall be adequately met if the inside information is disclosed in English within 24 hours after the first disclosure. The BaFin considers such second inside information still acceptable in the meaning of Sect. 26 Paragraph 2 Clause 1 WpHG even though the information is already known to the public at the time of disclosure.

If certificates representing shares are admitted, the obligation arising from Sect. 56 BörsO FWB is borne by the issuer of the represented stock. Possible inside information of the issuer of the certificates representing such stock, however, do not have to be disclosed according to the requirements of Sect. 56 BörsO FWB.

Rule Enforcement
E-Mail: rule-enforcement@deutsche-boerse.com

• Exchange Rules for the Frankfurter Wertpapierbörse (BörsO FWB, Börsenordnung für die Frankfurter Wertpapierbörse)
• German Securities Trading Act (WpHG, Wertpapierhandelsgesetz)
• German Securities Trading Reporting and Insider List Regulation (WpAIV, Wertpapierhandelsanzeige- und Insiderverzeichnisverordnung)
• German Federal Financial Supervisory Authority (BaFin,  Bundesanstalt für Finanzdienstleistungsaufsicht)