With the entry into force of Regulation (EU) 2024/2809 (part of the Listing Act package) on 4 December 2024, Article 1(3) of the EU Prospectus Regulation no longer applies. As a result, offers of securities with a total consideration of less than €1 million also fall within the scope of the EU Prospectus Regulation. However, such offers also fall under the exemption from the obligation to submit a prospectus in accordance with Article 3(2) of the EU Prospectus Regulation in conjunction with section 3 of the WpPG for offers with an issue volume of up to €8 million; in the case of offers exempt from the prospectus requirement under section 3 no. 2 of the WpPG, the issuer must submit a securities information sheet in Germany. The reference in section 4 sentence 2 of the WpPG to Article 1(3) of the EU Prospectus Regulation becomes void with the elimination of this provision. The provision in section 4 sentence 1 of the WpPG applies directly.
Additional requirements for the distribution of securities apply when securities information sheets are drawn up for offers to the public of up to €8 million (see section 6 sentence 1 of the WpPG). These securities must be offered by an investment services enterprise by way of investment advice or investment broking, provided that the individual investment thresholds set out in section 6 of the WpPG are observed as well (between €1,000 and €25,000 depending on the individual groups).

This does not apply to securities offered to shareholders as part of a rights issue (see section 6 sentence 2 of the WpPG); here, only the general provisions set out in sections 4 and 5 of the WpPG apply.
An offer of shares is deemed to be made as part of a rights issue if it allows existing shareholders, above and beyond their statutory subscription ratio, to buy those securities for which so far no subscription rights have been exercised (known as the oversubscription privilege). This only applies if the offer of shares to the public as set out in the securities information sheet is only directed at existing shareholders and not at any third party.

Contrary to the EU prospectus regime, it is not possible to submit securities information sheets for approval on a voluntary basis.

In order to submit a securities information sheet to BaFin for approval, the submitting or filing party needs access to the MVP-Portal. Access is granted once the applicant has completed an MVP specialised procedure. Please note that documents cannot be submitted electronically via the MVP Portal until the applicant’s account has been activated for the “Prospectuses (EU-VO/WpPG/VermAnlG)” specialised procedure.

In the next step, the applicant electronically submits the securities information sheet for approval of publication together with the application for approval of publication of the securities information sheet (submission). The securities information sheet is not to be published until BaFin has granted approval (section 4 (2) sentence 1 of the WpPG). After submission, it undergoes a review process comparable to the prospectus approval process. If the securities information sheet is found to have shortcomings, BaFin notifies the applicant and explains which aspects need to be revised. In accordance with section 4 (2) sentence 3 of the WpPG, the examination period is five working days for each submission, with ten working days being the maximum time limit. If the submission is incomplete or if the required information, references and annexes are not presented in the correct order, the period for checking the submission only begins on the date on which all required information, references and annexes have been submitted in full and in the correct order.

Subject to the provision set out in section 4 (3) sentence 1 of the WpPG, the securities information sheet may comprise no more than three pages and must be in German. It has to provide in a clear and easily understandable way the key information on the securities, the offeror, the issuer and any guarantors in accordance with section 4 (3) sentence 2 of the WpPG. Details to be included and the order of the content are set out in section 4 (3) sentence 2, (5) and (6) of the WpPG. Among other information, the securities information sheet must contain the following warning set out in section 4 (4) of the WpPG: “Purchasing this security entails significant risks and may lead to the complete loss of the invested capital." It must also include a note stating that no prospectus approved by BaFin has been filed for the security. This warning must appear on the first page, directly below the first heading.

In accordance with section 4 (8) of the WpPG, the securities information sheet is to be kept up to date and/or corrected, if necessary, for the duration of the public offer. The updated version is also to be filed with BaFin and to be published. It does not need to be approved by BaFin again.

The approval of the publication of a securities information sheet carries a fee in accordance with sections 1 no. 3 and 2 (1) of the Fees Regulation in respect of Financial Services Supervision (Finanzdienstleistungsaufsichtsgebührenverordnung – FinDAGebV) and no. 3.2 of the annex to section 2 (1) of the FinDAGebV. The fee is €5,923. If the application for approval of publication of the securities information sheet is withdrawn, the fee will be up to 75 percent of the amount for the approval (up to €4,442.25). If the application is refused or rejected, a fee will be charged of up to the amount chargeable for the individually attributable official act applied for, which is up to €5,923.

The fee of €354 in accordance with no. 3.5 of the annex to section 2 (1) of the FinDAGebV is due when the updated version of the securities information sheet is submitted for the purpose of filing.

The checklist for drawing up a securities information sheet (only available in German) can help you when you plan to submit a securities information sheet. It provides examples relating to BaFin’s administrative practice, but it should not be regarded as exhaustive. If you have legal questions with regard to your specific submission, you can send a preliminary enquiry to BaFin’s Division WA 33. However, you will need to include your own legal opinion, as BaFin acts in the public interest and therefore does not provide legal advice. Please submit your enquiry using the securities information sheet contact form (only available in German).