Securities Information Document

Public Offering of Securities with a Securities Information Document (WIB)

Anyone planning to offer securities to the public in Germany must prepare a securities information document (WIB) and have it approved by BaFin, if the volume of issuing is between EUR 100,000 and EUR 8,000.000. In contrast, for issues of securities exceeding the issue volume of EUR 8,000,000 calculated over a period of twelve months, a full securities prospectus must be prepared. For securities offerings below the issue volume of EUR 100,000 calculated over a period of twelve months, issuers and offerors do not have to prepare either a WIB or a securities prospectus. The securities information sheet, like a full securities prospectus, must be approved by BaFin prior to the offering and subsequently be published by the issuer. Securities offerings based on a WIB thus enable issuers to offer securities with considerably less documentary effort than offerings based on full securities prospectuses.

Differences between a WIB and a Securities Prospectus

The securities information document is limited with regards to its extent. For the issuance of a traditional security, the WIB may comprise a maximum of three DIN A4 pages. For the issue of an electronic security within the meaning of the Electronic Securities Act (eWpG) or a digital and non-securitised security which is not an electronic security within the meaning of the eWpG, the securities information document may comprise a maximum of four DIN-A4 pages. This provision serves the purpose that in the case of tokenized securities offerings, information on the technical design of the security should also be provided in the WIB. In the case of a full securities prospectus, on the other hand, no page limits exist. Accordingly, the presentation of content in a WIB is much more condensed than in a securities prospectus. Pursuant to German securities law, a public offer of a security with a WIB as sales documentation is limited to the Federal Republic of Germany. In contrast to issues that are based on a full securities prospectus, it is not possible to notify the securities information document by ways of a EU passporting to other EU member states in order to offer the securities there on the basis of one single WIB.

Content of a Securities Information Document

A WIB must contain at least the essential information about the securities, the offeror, the issuer and any guarantors in a clear and easily understandable manner. This includes, among other things, the type, the exact name and the international securities identification number (ISIN) of the security. In addition to that, an explanation of how the security functions must be contained in the document. The securities information document must furthermore 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 anticipated net issue proceeds. In this regard, the law specifies a precise order to be followed, which will strictly be checked by BaFin in the approval proceedings.

The competent lawyer for questions concerning the Securities Information Document in our law firm is Attorney Dr. Konrad Uhink.