Regulatory Alerts2013-06-24 | Interpretation of "offer of securities to the public" within the meaning of section 2 no. 4 of the Securities Prospectus Act in the context of the trading of securities on secondary marketsInterpretation of "Offer of Securities to the Public" Under Section 2 No. 4 of the Securities Prospectus Act for Secondary Market Trading
The Federal Financial Supervisory Authority (BaFin) clarifies that secondary market trading of securities no longer constitutes a public offer requiring a prospectus, provided specific publication and marketing conditions are met. Issuers must ensure their websites display accurate bid and ask prices during trading hours, limit direct broker links, avoid promotional statements, and maintain an approved prospectus with timely supplements until primary marketing concludes. Additionally, continually updated product information sheets and expired but previously approved prospectuses are explicitly exempted from triggering a new public offer classification.
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