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Corporate actions & share placements

With our wealth of experience, we are the right partner for all questions and tasks relating to shares and equity financing via the stock exchange.

Capital increases & decreases

Are you planning a new share issue to raise capital or considering reducing your equity capital? We can assist you:

  • Capital increases for cash and/or non-cash contributions, rights issues, issues with exclusion of subscription rights and issues with trading in subscription rights (including organisation and handling of subscribtion offer)
  • Capital increases from company funds
  • Share splits
  • Capital reductions
  • Reverse splits

Depending on your situation and the regulations set out in the German legislation on securities prospectuses (WpPG), you may be required to issue a prospectus for your capital increase. On demand, we can help coordinating and executing the draft of the prospectus. Contact us — we will be pleased to help!

Our activities include in detail:

  • Assistance in drafting and coordinating a schedule and timeline for your capital measure with every party involved
  • Due diligence prior to placement of the shares and for the issue of a prospectus
  • Support and participation in the dafting of a securities prospectus in accordance to the requirements of the German Securities Prospectus Act (WpPG)
  • Organising joint roadshows
  • Share placements (capital increase)
  • Structuring and organising subscription offers (rights issues) and, if required, organising and handling trading in subscription rights
  • Collective custody accounts (submission of global share certificate, issuance of receipts, etc.)
  • Back-office processes and booking of new shares to investors’ accounts
  • Compilation of the documents required for including the shares to trading
  • Joint presentation of the application for admission to the stock exchange
  • Liaison with the relevant committees at the stock exchange
  • Drafting and coordinating publication of any mandatory announcements
  • Application for including the shares into trading on the stock exchange
  • Intermediation of payment agency

We are also able to include shares of Swiss companies into collective custody though our connection to the Swiss Clearing SIX SIS AG, and thus to fulfill a major prerequisite for a stock market listing.

Share placements

Are you planning a share placement? Regardless whether your shares are listed on the stock market or not — we can put you in touch with the right investors for your company. We carry out private placements, public offerings, placements of existing shareholders´ stock and block trades – via an exchange as well as OTC. We place shares to institutional and, through our partners, to private investors.

Our equity sales specialists have excellent contacts to investors in Germany and abroad. Together with you, we will devise a sales concept that meets your requirements and makes your share placement successful. Where appropriate, the placement of your shares will be supported by a report prepared by our research team.

For companies wishing to place shares through a capital increase in the context of a share issue, we regularly organise roadshows to establish contact with suitable investors and journalists in Germany and abroad. We can also help you obtain access to suitable private investors through selected banks.

Admission to the stock market

We provide individual advice and support for stock market listings in all market segments and transparency levels of the Frankfurt Stock Exchange (Basic Board, Scale, General Standard, Prime Standard) or at any other regional German stock exchange. Also, we support your project at the Bourse de Luxembourg or on the Vienna Stock Exchange.

Depending on your situation, you may have to issue a prospectus to comply with the German legislation on securities prospectuses (WpPG). A prospectus is mandatory for some – but not all – stock market admission procedures. Contact us — we will be happy to advise you and, as your bank, we jointly submit an application to have new shares admitted to trading. Our team has extensive experience of the related procedures.

Our services include:

  • Assistance in drafting and coordinating a schedule and timeline with everyone involved
  • Due diligence evaluations for the preparation of a prospectus
  • Support and participation in drafting a securities prospectus (where necessary)
  • Preparation of all other documents required for inclusion to trading
  • Applying to have your shares admitted to collective custody accounts
  • Joint preparation of the application for admission to the stock exchange
  • Liaison with the relevant committees at the stock exchange
  • Drafting and coordinating publication of any mandatory announcements
  • Application for the start of trading of the new shares on the stock exchange
  • Back-office processes, including booking new shares to investors’ accounts.
  • Deutsche Boerse AG Capital Market Partner (Scale)
  • Issuing Expert for the Munich stock exchange (m:access)
  • Capital Market Partner for the Primary Market at the Duesseldorf Stock Exchange
  • Submission of applications (all German stock exchanges, Vienna Stock Exchange, Bourse de Luxembourg)

Capital Market Partner/Issue Expert

For the Scale segment, a “capital market partner” licensed by the stock exchange is also required as advisor, as is an “issue expert” for the “m:access” segment on the Munich Stock Exchange and a Capital Market Partner for the Primary Market at the Duesseldorf Stock Exchange. On the Vienna Stock Exchange, we are partners for the direct market plus segment.

With our know-how from many IPOs, we offer support in going public to companies that decide to go public or to go public. Together with the issuer, we analyse the prospects on the capital market, establish helpful contacts and develop an issue strategy tailored to individual needs.

Share buybacks / Purchases of own shares

The current stock market situation offers oportunities if you are planning to start a share buyback program. The purchase of your company´s own shares can help.

The purchase of your company´s own shares can help:

  • to open strategic options for acquisitions,
  • to develop the share price,
  • to meet the exercise of stock option grants,
  • to improve the capital structure and
  • to return excess cash-flow indirectly to shareholders.

We are your partner for structuring and executing such measures in the context of a share buyback program. As one of Germany´s largest transaction-service-banks, our partner flatexDEGIRO Bank AG is a well experienced institution.

Employee share plans

Are you considering introducing a share plan for your managers and senior staff? Perhaps you hope this will increase their loyalty to the company, provide new incentives and help you attract top performers?

If so, it is important to avoid the pitfalls that can be encountered in structuring and introducing such programs. We use our extensive experience of the capital markets to help listed and soon-to-be-listed companies introduce suitable stock participation programs for their staff.

That includes working with you to design a program tailored to your company’s needs to ensure that entrepreneurial spirit continues to drive your development.

Overview of our services:

  • Analysis of requirements and identifying suitable types of programs
  • Structuring conditions
  • Calculating enterprise value, factors influencing earnings, targets and strike prices
  • Preparing the results and presenting them to representatives of the company and its shareholders
  • Feedback, monitoring and drafting the necessary documentation
  • Presenting the results to the potential participants
  • Coordinating information for participants and drafting suitable agreements
  • Support for the rollout of the program in compliance with company law (please note that we do not provide legal advice!)
  • Managing lists of participants; control and monitoring of the program once it has been launched
  • Coordinating interest payments (for convertible bonds)
  • Preparation for exercise dates
  • Including shares allocated for employee share plans in trading (stock market listing and start of trading)

Takeover bids

We support you in the structuring and execution of takeover bids and provide the bank-related capital market side infrastructure for the settlement of the intended transactions in listed shares and other shares included in collective custody.

Squeeze-outs and Delistings

Also we accompany you in technical banking issues when a company decides to exit from the stock market, for example as a result of the successful completion of takeover bids. Here we can help as a settlement agent in squeeze-outs and compensation offers and provide the necessary infrastructure. Similarly, we support the delisting process from the stock market.

For listed companies with a only very small proportion of minority shareholders the administrative burden associated with the maintenance of the shareholder relations is often only in a very unfavorable ratio to the corresponding benefit. Business decisions can be delayed by the minority shareholders or even blocked by possibly unfounded legal challenges, though the majority shareholder carries with its participation the majority of the economic risk of the company.

Here the legislator has created a way which takes account of this fact: A majority shareholder with at least 95% direct or indirect equity participation may require the minority shareholders the full transfer of their shares to him and “squeeze-them-out”. As compensation for this legal way of expropriation an adequate cash compensation is to be paid. This amount shall be calculated on a weighted turnover average price within three months prior to the announcement of the majority shareholder’s request.

The squeeze-out thus indicates a formal process of elimination to transfer shares of the minority shareholders to the principal shareholder against an appropriate cash compensation. Legal basis of § 327a et seq. AktG or §§ 39a et seq. Of the German Securities Acquisition and Takeover Act (WpÜG).

A distinction must be made between:

  • squeeze-out in accordance with company law (vote of the General Meeting, rescission possible)
  • squeeze-out in accordance with takeover law (judicial expulsion procedure on takeover bid, no shareholder resolution required)
  • squeeze-out with subsequent merger (90% shareholding sufficient if material and temporal relation to a group merger is given)

A severance payment obligation for minority shareholders is provided through the legislation for a delisting, i.e. the full withdrawal from the stock market, for which no shareholders’ resolution is required.

Companies that are listed on the Regulated Market only apply for a revocation of the admission of its shares, if at the same time a tender offer pursuant to WpÜG is submitted. The consideration for the shares may only consist of a cash payment. This is calculated according to the average market price of the last six months. The regulation also applies to a so-called down listing, that is the change from the Regulated Market (Prime or General Standard at the Frankfurt Stock Exchange) in the open market, including the Scale segment of the Frankfurt Stock Exchange or the m:access of the Munich Stock Exchange.


BankM AG
Baseler Strasse 10
60329 Frankfurt

Phone: +49 69 7191838-0
Fax: +49 69 7191838-50

BankM Momentum

We are pleased to keep you informed with our periodical publication "Momentum", which we send to you free of charge via email. "Momentum" informs on relevant capital market topics, new issues and current affairs around the stock market and listed companies.