194 5 Equity and Shareholders’ Capital
companies) or IFRS or equivalent (national GAAP such as US GAAP or Japanese
GAAP). In addition, they must publish interim reports and significant news items.
The General Standard is a regulated market under Community law. In the
General Standard, transparency obligations are based on Community law. The
statutory transparency regulations for EU-regulated markets cover, for example:
audited annual financial statements, including management report and interim
report in accordance with IFRS (BörsenZulV, BörsO); ad hoc disclosures
(WpHG); publication of directors’ dealings (WpHG); announcement of reporting
thresholds (WpHG); and the making of a mandatory offer after change of control
(WpÜG, the Securities Acquisition and Takeover Act).
The Prime Standard is designed for companies aiming at international visibility.
Prime Standard companies must comply with additional transparency obligations
compared with companies in the General Standard.^257 For example, they are
obliged to prepare quarterly reports, publish a financial calendar and hold regular
analysts’ conferences. Prime Standard companies must report in English and in
German.
London. The London Stock Exchange offers three separate markets: the Main
Market, AIM, and Professional Securities Market (PSM).
AIM is a market designed for smaller companies. AIM is not regarded as a
regulated market under Community law. It is regulated by the London Stock
Exchance and has simplified admission requirements. For example, there is no
prospectus requirement. The applicant must nevertheless produce an AIM
admission document. The issuer must apply IFRS, but adherence to the Combined
Code is on a voluntary basis.
PSM enables companies to raise capital through the issue of specialist securities
such as debt and depositary rexeipts from professional or institutional investors.
PSM is not regarded as a regulated market under Community law. It is regulated
by the London Stock Exchange. There is no prospectus requirement under
Community law. The applicant must nevertheless produce listing particulars for
approval by the UK Listing Authority (UKLA). The issuer may apply national
GAAP for financial reporting, and adherence to the Combined Code is on a
voluntary basis.
A primary listing on the Main Market offers the highest level of protection to
investors. The Main Market is a regulated market under Community law. One of
the admission requirements is the production of a prospectus for approval by the
UKLA. A comply or explain rule is mandatory for UK primary listed companies
which are recommended to adhere to the Combined Code. The issuer must apply
IFRS for financial reporting.
Listing is a term that applies to the Main Market and the PSM. A company
must therefore apply to the UKLA (FSA) for admission to the Official List (a
listing). Simultaneously it applies to the London Stock Exchange for admission of
its securities to trading on the Main Market or PSM.
(^257) According to Börsenordnung für die Frankfurter Wertpapierbörse.