Revocation of admission of securities

(1) The Management may, apart from under the provisions of the Administrative Procedure Act, revoke the admission of securities to trading in the regulated market where orderly exchange trading is no longer permanently ensured and the Management has discontinued quotation in the regulated market, or the issuer fails to fulfil its obligations arising from admission even after a reasonable period.
(1a) The exchange supervisory authority and BaFin must be informed without delay of a revocation under subsection (1).
(2) The Management must also revoke admission within the meaning of subsection (1) on application by the issuer. In the case of securities within the meaning of section 2(2) of the Securities Acquisition and Takeover Act, revocation is permissible only where
1. at the time of the application, with reference to the application, an offer document for an offer to acquire all securities that are the subject of the application has been published under the provisions of the Securities Acquisition and Takeover Act,
2. the securities remain admitted
a) at another domestic exchange to trading in the regulated market, or
b) in another Member State of the European Union or another contracting state to the Agreement on the European Economic Area to trading on an organised market, provided conditions corresponding to no. 1 apply to a revocation of admission to trading on that market,
3. the securities remain included in trading on an SME growth market
a) domestically, or
b) in another Member State of the European Union or another contracting state to the Agreement on the European Economic Area, provided conditions corresponding to no. 1 apply to a termination of inclusion or a revocation of admission to trading on that market, or
4. insolvency proceedings have been opened over the assets of the issuer.
(3) In the case of subsection (2), second sentence, no. 1, the offer may not be made subject to conditions. Section 11 of the Securities Acquisition and Takeover Act applies accordingly to the offer document, with the proviso that it need not contain particulars under subsection (2), second sentence, no. 5. Section 31 of the Securities Acquisition and Takeover Act applies accordingly to the offer, with the proviso that the consideration must consist of a cash payment in euros and must at least correspond to the weighted average domestic exchange price of the securities over the last six months before publication under section 10(1), first sentence or section 35(1), first sentence of the Securities Acquisition and Takeover Act. Where special circumstances have influenced the exchange price of that period such that it is inappropriately low for determining the consideration, the offeror is obliged to pay a higher consideration corresponding to the value of the undertaking as determined by a valuation of the issuer. Special circumstances exist in particular where
1. the issuer has failed, contrary to Article 17(1) of Regulation (EU) No 596/2014 or a corresponding provision of the applicable foreign law, to publish as soon as possible inside information directly concerning it, or has published untrue inside information directly concerning it in a notification under Article 17(1) of Regulation (EU) No 596/2014 or a corresponding provision of the applicable foreign law, or
2. the issuer or the offeror has, in relation to the securities that are the subject of the application, infringed the prohibition of market manipulation under Article 15 of Regulation (EU) No 596/2014, and the infringements named in nos. 1 and 2 have materially affected the average price calculated under the third sentence. The sixth sentence applies accordingly where, for the securities of the issuer to which the offer relates, exchange prices were determined on fewer than one third of exchange trading days during the last six months before publication under section 10(1), first sentence or section 35(1), first sentence of the Securities Acquisition and Takeover Act, and several successively determined exchange prices deviate from one another by more than 5 per cent. The amount of the consideration is determined, on application, by the court under the provisions of the Appraisal Proceedings Act.
(4) The provisions of the Securities Acquisition and Takeover Act apply accordingly, under the proviso of subsection (3), to issuers having their seat abroad in respect of the offer under subsection (2).
(5) The Management must publish a revocation under subsection (2) without delay on the internet. The period between publication and the effectiveness of the revocation may not exceed two years. Detailed provisions on the revocation procedure are to be made in the Exchange Rules.
(6) With regard to the requirements of subsection (3), the lawfulness of the revocation remains unaffected.