Drafting a Professional German Bond Prospectus
Legal Excellence
Are you planning a German public offering of a bond or debt security aimed at retail investors? In such cases, a securities prospectus is typically required that complies with the provisions of the EU Prospectus Regulation and the administrative practice of BaFin. Kronsteyn provides comprehensive legal support throughout the entire bond issuance process.
Prospectus Requirement
Pursuant to Article 3 of the EU Prospectus Regulation (Regulation (EU) 2017/1129), securities may, in principle, only be offered to the public or admitted to trading on a regulated market following the publication of a prospectus. As a rule, a prospectus will generally be required where a public offer is made to retail investors.
Prospectus Preparation
The EU Prospectus Regulation provides for various types of prospectuses, including the single document prospectus, the tripartite prospectus, the base prospectus, the EU growth prospectus and the universal registration document with possible supplements.
The single document prospectus is generally suitable for issuers with a low to medium issuance volume (up to EUR 100 million) and for issuers conducting a one-off or infrequent offering without an ongoing issuance programme.
The content and presentation of the prospectus are governed, from a regulatory perspective, by the EU Prospectus Regulation, Delegated Regulation (EU) 2019/980, Delegated Regulation (EU) 2019/979, and BaFin’s relevant administrative guidance.
From a civil law perspective, established principles of case law must also be observed to mitigate potential liability risks.
Approval of the Prospectus
Prior to its publication, the securities prospectus must be approved by BaFin. BaFin’s review is limited to assessing the formal completeness, clarity and internal consistency of the prospectus in accordance with the applicable requirements. Upon receipt of a complete approval application, BaFin generally has 10 working days to approve the prospectus or request amendments. If material changes occur after approval, a prospectus supplement must be submitted to BaFin.
Legal Services
Kronsteyn provides end-to-end legal support for your bond issuance — from structuring the offer to drafting the prospectus and advising on distribution matters.
If you are interested, please contact Dr Hendrik Müller-Lankow, solicitor.
