HEUKING advises on innovative use of prospectus exemptions — boosting efficiency in capital measures
A HEUKING team led by Cologne based Partner Dr. Thorsten Kuthe has successfully advised clients on drafting and publishing what are referred to as prospectus exempt documents. Since December 2024, issuers have been permitted under new statutory provisions to substitute a full securities prospectus with a concise document of up to 11 pages in certain share offerings and listings. HEUKING clients have already leveraged this option, realizing noticeable gains in cost efficiency and transaction speed.
In connection with a rights issue and capital increase at Enapter AG, HEUKING advised on drafting the prospectus exempt document and assisted with securing admission of the new shares to trading on the regulated market. In another case, the firm legally advised Biofrontera AG on admitting shares from a 2024 capital increase financed via a securities loan arrangement.
The “Annex IX document” represents a new and practical alternative for capital measures. Early implementation has already raised numerous legal and regulatory questions, which HEUKING has reviewed with BaFin, the Federal Financial Supervisory Authority. While in some instances the document was found inapplicable, it has become evident that the prospectus exempt variant offers issuers an attractive tool to act promptly and efficiently in volatile market conditions.
Counsel to Enapter AG & Biofrontera AG
HEUKING:
Dr. Thorsten Kuthe (Lead),
Miriam Schäfer,
Stefan Westerheide, LL.M. oec.,
Meike Dresler-Lenz,
Meike Daniels,
Tatiana Vorotniskaya, k.i.n. (Belarusian State University), (all Capital Markets), all Cologne
