Clifford Chance1127861-V1 Listings on Frankfurt Stock Exchange Minsk April 2010

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Listings on the

Frankfurt Stock

Exchange

Philipp von Ploetz

29 April 2010



Listings on the Frankfurt Stock Exchange · April 2010 2

Todayµs Topics

What is an IPO? Where are shares listed?

How are shares offered?

When is a prospectus needed? What requirements apply after an IPO?



What is an IPO?

Initial Public Offering = first time public offering of shares with subsequent listing on a stock exchange

Reasons for IPO:

Privatisation by placing existing shares to public

Capital raising for company by issuing new shares to public

Improvement of corporate governance and transparency

Increasing public awareness and prestige of company

internationally with ± customers

± partners

± suppliers

± employees

± investors





Where are shares listed?

Segments on Frankfurt Stock Exchange:

EU regulated market

General Standard ± based on minimum requirements set

forth in statutory laws

P rime Standard ± sub-segment with increasedtransparency level

Unregulated market

Exchange regulated, no statutory or EU laws

Open Market ± based on minimum requirements set forthin exchange rules

E ntry Standard ± sub-segment with increased

transparency level




Where are shares listed? (contµd)

Inclusion in Open Market

and Entry Standard

Admission to trading in Prime

Standard or General Standard

Minimum operating

history and financialpublicity

1 year 3 years, exceptions available

Issue volume ± Anticipated trading value of the

issuerµs shares min. EUR

1.25m. At least 10,000 shares

Listing/admission

document

Prospectus only if public

offering

Prospectus

Free float Min. 30 investors Min. 100 investors

Min. 25 per cent. of share class,

exceptions available

Main Listing Requirements




Where are shares listed? (contµd)

1)Securities Trading Act

2)Securities Acquisition and Takeover Act

3)Securities Prospectus Act Copyright: Deutsche Börse AG

Transparency Levels on Frankfurt Stock Exchange




How are shares offered?

Public offering Securities prospectus in compliance with EU

Prospectus Directive

Approval by German BaFin (or other competent

EU authority, if non-German listing vehicle)

EU Passport available

Access to large investor base Admission to Prime Standard/General Standard




How are shares offered? (contµd)

Private Placement Undocumented offer, Information Memorandum or Private

Placement Memorandum possible

Private placement exemptions include:

± Fewer than 100 investors in each EU state

± Offer to qualified investors only

± Total offering volume of less than EUR 100,000

Trading on Open Market/Entry Standard

Smaller but focused/specialised investor base No public offering/marketing permitted




When is a prospectus needed?

Prospectus: Public Offering, and/or

Listing on Prime Standard or General Standard

Info Memo/Private Placement Memo/Open Market Exposé:

Private Placement, and

Listing on Entry Standard or Open Market

Liability risk:

For incorrect or incomplete information in a Prospectus but no liability for information correctly disclosed in Prospectus

Due Diligence Defence available: liability only in case of gross

negligence




When is a prospectus needed? (contµd)

Contents of Prospectus according to EU ProspectusDirective includes: Summary

Risk Factors

Information on Offering

Discussion of financial development (MD&A)

Description of Business, including markets and competition, strategy,

products and services, customers, suppliers, intellectual property, plants

and facilities, employees, environmental issues, information technology,

insurance, regulatory framework, legal disputes

General information on Company Capital of Company

Management of Company

Financial Information according to IFRS for at least last 3 financial years





Language German, if

± German issuer and listing/offering only in Germany

English with German translation of summary, if ± Foreign issuer and listing/offering only in Germany

± German issuer and listing/offering in Germany plus another EU

member state





Prospectus Info Memo/PrivatePlacement Memo

Open MarketExposé

regime EU regulated

market

unregulated market

disclosure level /

required for public offering

and/or listing inregulated market

(e.g. Prime

Standard)

(voluntary) Frankfurt listing in

unregulatedmarket (e.g.

Open Market,

Entry Standard)

approval needed

language English (German

issuers: German)

English/other German

public marketingpossible

prospectus liability ()

passporting possible




What requirements apply after an IPO?

Insider dealing prohibition

Insider list requirements

Ad-hoc publication duty

Market manipulation prohibition

Reporting on Directorsµ Dealings

Notification/publication of changes in voting rights

Annual document

Financial reporting obligations Other (e.g. additional Prime Standard obligations)




What requirements apply after an IPO? (contµd)

Recommended: Designated Sponsor

Research Coverage

Investor Relations




Thank you for your attention ±any questions?

Your Clifford Chance contact in Frankfurt:

Philipp von PloetzCounsel

Banking & Capital Markets

Clifford Chance FrankfurtTel. +49 69 7199 3171Fax +49 69 7199 4000

E-mail [email protected]



www.cliffordchance.com

Listings on the

Frankfurt Stock

Exchange

#1127861

Clifford Chance, Mainzer Landstraße 46, 60325 Frankfurt am Main, Germany

© Clifford Chance 2010

Clifford Chance Partnerschaftsgesellschaft von Rechtsanwälten, Wirtschaftsprüfern,

Steuerberatern und Solicitors ·

Sitz: Frankfurt am Main · AG Frankfurt am Main PR 1000

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Clifford Chance1127861-V1 Listings on Frankfurt Stock Exchange Minsk April 2010