Listing on the Frankfurt Stock Exchange

Transcription

1 Finance your Future. Made in Germany. Listing on the Frankfurt Stock Exchange PwC Moscow, 25 May

2 Disclaimer This presentation was prepared by Deutsche Börse AG. Any information contained herein has been obtained from company and external sources believed to be reliable, but not guaranteed as to its accuracy or completeness. All proprietary rights and interest in this presentation shall be vested in Deutsche Börse AG and all other rights including, but without limitation to patent, registered design, copyright, trade mark, service mark, connected with this presentation shall also be vested in Deutsche Börse AG. Whilst all reasonable care has been taken to ensure that the details contained in this presentation are accurate and not misleading at the time of presentation, no liability is accepted by Deutsche Börse AG for the use of information contained herein in any circumstances connected with actual trading or otherwise. Neither Deutsche Börse AG, nor its servants or agents, are responsible for any errors or omissions contained in this presentation which is published for general information only and shall not constitute an investment advice or an offer to sell or a solicitation to buy shares of Deutsche Börse AG. Neither Deutsche Börse AG, nor its servants or agents, are responsible for any errors or omissions contained in this presentation which is published for general information only and shall not constitute investment advice or an offer to sell or a solicitation to buy shares of Deutsche Börse AG or any other security traded on any marketplace in the Deutsche Börse Group. The marketplaces of Deutsche Börse AG reserve the right to modify any of their rules or product specifications 2

3 Highlights and Key Take-Aways Strong liquidity Low transaction costs and highest trading activity in Europe attract investors Integrated product portfolio facilitates hedging, trading and arbitrage strategies Peer group visibility Large and reputable peer group with listing alongside global brands Selection of sector indices enhance investor awareness Companies listed in the Standard Segments are at least in 3 indices Simple and cost efficient capital market access Entry Standard, General Standard and Prime Standard offer low admission and listing fees High market integrity and transparency enhance confidence of investors Electronic network in modern primary markets allows direct access to global investors and global traders 3

4 Deutsche Börse at a glance The world s largest Stock Exchange Organization Sales revenue and net income (EBIT) 2010 (meur) 722 2, , , Facts: Deutsche Börse AG Market Capitalization EUR > 10 billion and highest profitability Fully integrated business model: Listing, Trading, Clearing, Settlement, Custody Issuers from over 70 countries Powerful and best-in-class trading system XETRA Global reach Fully integrated business model Listing XETRA Eurex Trading Clearing Eurex Clearing Market Data & Analytics Settlement Clearstream Custody 4

5 Deutsche Börse at a glance Pooling Liquidity at the Heart of Europe All European financial centers are linked to Deutsche Börse Over 250 international trading institutions admitted more than 4,600 traders in 18 countries interlinked via the XETRA platform Direct access to investors representing 35% of the global institutional capital Main investors trading at Deutsche Börse Norges Bank Investment Management BlackRock Asset Management DWS Investment Qatar Investment Authority Allianz Global Investors Lyxor International Asset Management Capital World Investors Union Investment Privatfonds Deka Investment Fidelity Management & Research Companies have direct access to the widest pool of investors Spain 4 Italy 6 Sweden 3 Ireland 3 UK 40 Netherlands 19 Belgium 3 Germany 118 Luxembourg Czech Republic 2 France 2 12 Austria 15 Hungary Switzerland 4 10 Gibraltar 3 Greece 1 UAE 1 Cyprus 2 Source: FactSet, April

6 Deutsche Börse at a glance Pooling Liquidity from Global Investors XETRA Orderflow Deutsche Börse 2010, in percent On Deutsche Börse companies are accessible by global investor reach USA 15% Ireland UK Germany 28% NL 32% 3% 6% 2% France 10% Switzerland 2% Gibraltar Others: 2% Source: Deutsche Börse, März

7 Deutsche Börse at a glance Opportunities for Investors Stimulate Liquidity for Listed Companies Overview Product Range and Index Family Deutsche Börse 11,630 Equities 91% int. companies from 86 countries 77 Russian and Ukrainian GDRs / ADRs 162 REITs including 3 German REITs 764 Exchange Traded Funds (ETF) 38% of European market share 6 Russian ETFs 556,806 Certificates & Warrants 26,114 Bonds 50% int. Listings 18 Russian and Ukrainian Bonds 151 Real Estate Companies 1,143 Equity Derivatives 2,798 Traded Active Funds 264 Russian and Ukrainian Funds 35 Exchange Traded Notes (ETN) 144 Index Futures and Options Index Family Source: Deutsche Börse, May

8 IPO Why list at Deutsche Börse? 8

9 Why list at Deutsche Börse? Finance your Future. Made in Germany Benefit from a higher valuation among strong and world class peers Gain reputation alongside renowned global brands and market leaders Get access to the Euro region and a stable economic and regulatory environment Be traded at the largest and most liquid capital market for small and mid cap companies 9

10 Regulated Unofficial Market Regulated Market Increasing Transparency Deutsche Börse Tailored Market Segments Overview market segments and target companies Established Companies with focus on international Investors + Quarterly Reports + English Language + Corporate Calendar + Analyst Conference Companies with focus on German Investors Minimum transparency defined by EU-Law: Annual and interim report based on IFRS Disclosure of Director s Dealings and Ad-hoc Disclosure Shareholder Stake and Takeover Reporting Entry-level segment for smalland mid Cap as well as highgrowth companies + Respective corporate filings + Annual and interim report nat. GAAP or IFRS + Corporate Calendar online + Corporate Profile online Companies with minimum transparency requirements Minimum Requirements defined by EU-Law: Insider Trading Rules Market Abuse Rules Takeover Rules 10

11 Why list at Deutsche Börse? List Among World Class Peers Worldwide Reference Market for many industries: Alternative Energies & Green Tech Automobile & Suppliers High Tech, Engineering & Machinery Life Science Software & IT New Media Financial Services Retail & Consumer Your Benefit: Strong Sector peers Availability of industry specific Analysts and Investors Sector specific valuation know how and understanding Generate the most capital based on your true value 11

12 Chinese Peers German Peers Why list at Deutsche Börse? Gain Reputation Alongside Renowned Global Brands and Market Leaders Many of the world s leading brands are listed at Deutsche Börse A listing in Germany has a positive effect on the image in your domestic market The listing at Deutsche Börse represents a certificate of quality for your company Automobile Financial Services Chemicals Retail Consumer Software Life Science Technology Industry Green Tech 12

13 9 DAXsupersector 18 DAXsector 63 DAXsubsector 18 DAXsector All 63 DAXsubsector All DAX Int.100 DAX Int. Mid 100 High Visibility and Investor Awareness Enhancing Visibility by Indices: DAX Index Family Sector Indices Selection Indices Prime Standard General Standard Entry Standard We help to raise investor awareness and to be visible in your peer group. Within these segments your company is at least in three indices. 13

14 Why list at Deutsche Börse? Your Access to the Euro Region and the Stable German Economy Germany a powerful catalyst for your business in the center of Europe GDP Growth 2010 in percent Europe's largest economy with the largest consumer market facilitates a position within EU sales markets No. 2 Export nation worldwide Strategic and large M&A potential to acquire technology and new customers/market shares Creation of Euro acquisition currency for strategic M&A Activities Close connection to German and European customers and Technology Made in Germany Population 2010 in million 14

15 Deutsche Börse Fast Listing Process: IPO within 5 Months Possible Phase 1: Planning and Preparation Phase 2: Structuring Phase 3: Realization and Marketing Phase 4: 1 st Trading day Secondary Market Selection of advisors: Deutsche Börse Listing Partner Selection of investment bank Establishing legal preconditions within the company Establishing controlling and reporting preconditions Determination of a business plan Determination of a time table Planning of the conception of the public offering Financial, business and legal due diligence Preparation of the EU-security prospectus Preparation of investor relations activities Pre-marketing with investors and analysts Provide and publish EU-security prospectus Prepare und publish research coverage Application for admission of shares to trading Book building and pricing of IPO Initial price auction IPO event and TVmedia coverage on the floor of the Frankfurt Stock Exchange Continuous trading on the floor and the electronic trading system XETRA 15

16 Unsurpassed Liquidity Deutsche Börse: Europe's No 1 in Turnover Velocity No. 1 No. 2 No. 3-5 Deutsche Börse LSE Euronext Honk Kong SE Warsaw SE Trades Monthly average number of trades per company Jan. 10 Dec. 10 (thousand) Turnover Monthly average turnover per company Jan. 10 Dec. 10 (million ) Turnover Velocity 84% 52% 56% 51% 45% Turnover/ Market Cap December 2010 Recognized by institutional investors as the most efficient trading network Over 1,400,000 trades per day on XETRA Deutsche Börse runs the most active capital market with competitive pricing and the highest degree of liquidity Source: World Federation of Exchanges, January

17 Appendix Balanced Admission Requirements Märkte Market Segments Unregulated unofficial market First Quotation Entry Standard EU-regulated market General Standard Prime Standard Min. authorized capital 250,000 Min. Age Issuer volume 1 Year 3 Years min. Marketcap. EUR 1.25 Mio. min. 10,000 non bearer shares Application form EU-Prospekt oder Exposé BaFin-proofed prospect Increasing Transparency 17

18 Depositary Receipts Listing and Trading like Original Shares Handling of DR programs admitted to trading on Deutsche Börse: DRs can be listed and traded in the same segment and the same transparency level as original shares. DRs are traded on the same trading platforms as original shares. DRs are included in the same indices as original shares. DRs are subject to the same disclosure requirements and the same transparency standards as original shares. Optional types of DR programs on Deutsche Börse: ADR (American Depositary Receipts) GDR (Global Depositary Receipts) GDR CSC (Global Depositary Receipts within Collective Safe Custody) No disadvantages compared to original shares same in listing, trading and positioning on the capital market 18

19 Depositary Receipts Trading Reporting Obligations for Issuers from Non-EU Countries General Standard Prime Standard Annual financial report Shares DRs 4 months after the end of the financial period ( 37v WpHG) 6 months exemptions possible for issuers from non-eu countries by BaFin 1 ( 37z WpHG) 4 months after the end of the financial period ( 65(2) BörsO) 6 months exemptions possible for issuers from non-eu countries by BaFin 1 ( 65 BörsO) Half yearly financial report Shares DRs 2 months after the end of the financial period ( 37w WpHG) No regulation within the WpHG 2 months after the end of the financial period ( 66(5) BörsO) 3 months for shares that are represented by certain certificates ( 66(5) BörsO) Quarterly financial report Shares DRs Not required Not required 2 months after the end of the financial period ( 66(5) BörsO) 3 months for shares that are represented by certain certificates ( 66(5) BörsO) Management interim statements Shares DRs 10 weeks before ending and 6 weeks before the end 2 ( 37x WpHG) No regulation within the WpHG Not required Not required Enhanced reporting periods for DRs address country specific demands 1 Depending on a by-case basis by the BaFIN 2 Filing interim management statements for a period between ten weeks after the beginning and six weeks before the end of the relevant six- month period. 19

20 Entry Standard for Bonds Innovative Access to Capital 20

21 Why list at Deutsche Börse? Financing Options at Deutsche Börse Equity Capital Outside Capital Offering of Shares (IPO) Target Group: small and medium-sized growing companies, established national und international enterprises 3 segments with different transparency levels: - Prime Standard - General Standard - Entry Standard Offering of Bonds (IBO) Target Group: national and international companies with sales volume of 50 million to 1 billion euro Market segment: Entry Standard for corporate bonds 21

22 Entry Standard for Bonds Innovative Financing Option for You Entry Standard for Bonds source of outside capital, independent from bank requirements no loss of voting right and no covenants achievable transparency standards simple, quick and cost-effective access to the capital market temporary limited option to raise capital at a stock exchange outstanding opportunity to make your company more popular upgrade the structure of your balance sheet by debt financing advantage of clearing in foreign currency 22

23 Entry Standard for Bonds Target groups and basic data of bonds Target group Companies with sales volume of 50 million to 1 billion euro Demand for outside capital > 30 million euro All branches Basic data for bonds Issuing volume between 30 million to 150 million euro Maturity of five to seven years Fix coupon Adequate denomination for private investors 23

24 Entry Standard for Bonds Low access requirements and follow-up obligations Essential listing requirements Transparency requirements Approved security prospectus No subordination of the bonds Maximum denomination 1000 euro Support and advise by a Deutsche Börse Listing Partner Annual Rating* Annual report and half-year report (national GAAP or IFRS) Company key factors about coverage obligations and balance figures* Announcement of significant company news, corporate calendar and corporate profile on the company`s webpage * Not necessary if the company is already listed in the Regulated Market on FWB. 24

25 Entry Standard for Bonds Content of the security prospectus Summary Risk factors General information about the prospectus General information about the company Selected financial data about the issuer and the bond Bond conditions and offering Disposition of the raised capital Taxation 25

26 Entry Standard for Bonds Organisation of IBO within 5 months possible Phase 1: Planning and Preparation Phase 2: Structuring Phase 3: Realization and Marketing Phase 4: Placement and Secondary Market First conversation with Deutsche Börse Establishing of an IBO project team within the company Selection of advisors (for example Deutsche Börse Listing Partner) Determination of time table Bonds structuring Development of marketing concept Preparation of EU-security prospectus Publishing of EU-security prospectus Rating Admission application for securities Investor roadshows Book building phase Possibility to order over the platform of Deutsche Börse, distribution by the company possible Initial price auction Continuous trading on the Xetra platform 26

27 Annex Involved Participants in corporate bonds emission Deutsche Börse Listing Partner Consultation about complying to transparency and follw-up obligations Advice about the communication with bond investors Assistance in matters of capital market disclosure Deutsche Börse Listing Partner FWB -trading participants Deutsche Börse Company FWB -trading participants Consultation in matter of capital market ability of issuer/corporate bonds, structuring of corporate bonds, risk evaluation, investors communication Application for inclusion Responsible for complying to transparency and follow-up obligations Deutsche Börse Monitors compliance to transparency and follow-up obligations by the applicant Monitoring of trades in line with the market supervision 27