Public offering of securities with a securities information sheet (WIB)

Anyone wishing to publicly offer securities for sale in Germany must prepare a securities information sheet (WIB) and have it approved by BaFin prior to the offer if the total volume of the issue is between EUR 100,000 and EUR 8,000,000. In contrast, a full securities prospectus must be prepared for issues of securities in excess of EUR 8,000,000, calculated over a period of 12 months. Issuers and offerors do not have to prepare a WIB or a securities prospectus for securities offerings that are below the issue volume of EUR 100,000 calculated over a period of twelve months. Like a full securities prospectus, the securities information sheet must be approved by BaFin prior to the offer and subsequently published by the issuer. Securities offers on the basis of a WIB thus enable issuers to offer securities with considerably less documentary effort than offers on the basis of full securities prospectuses.

Differences between a WIB and a securities prospectus

The securities information sheet is limited in scope. When issuing a traditional security, the WIB may comprise a maximum of three A4 pages. For the issue of an electronic security within the meaning of the German Electronic Securities Act (eWpG) or a digital and non-securitized security that is not an electronic security within the meaning of the eWpG, the securities information sheet may not exceed four A4 pages. This regulation takes into account the fact that in the case of tokenized securities offerings, information on the technical structure of the security should also be provided in the WIB. In contrast, there are no page restrictions for a full securities prospectus. Accordingly, the presentation of content in a WIB is much more condensed than in a securities prospectus. A public offer of securities on the basis of a WIB as a distribution document is only possible in the Federal Republic of Germany in accordance with the statutory provisions. In contrast to a securities prospectus, there is no possibility of EU passporting, i.e. notifying the securities information sheet to other member states and offering securities there on the basis of a standardized WIB.

Content requirements for a securities information sheet

A WIS must contain at least the key information about the securities, the offeror, the issuer and any guarantors in a clear and easily understandable manner. This includes the type, the exact name and the international securities identification number (ISIN) of the security. The document must also explain how the security works. The securities information sheet must inform the investor about the costs and commissions associated with the security, the terms of the offer including the issue volume and the planned use of the expected net issue proceeds. The law stipulates a precise sequence to be followed here, and BaFin pays very close attention to compliance with this sequence during the approval process.

The lawyer responsible for issues relating to the securities information sheet (WIB) at our law firm is Dr. Konrad Uhink.