Asset investment information sheet

(1) An offeror that publicly offers asset investments in Germany must, before the start of the public offer, in addition to the sales prospectus or, in the case of sections 2a and 2b, draw up an asset investment information sheet and deposit it with BaFin, unless a key information document under Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products (PRIIPs) (OJ L 352, 9.12.2014, p. 1; L 358, 13.12.2014, p. 50), as amended by Regulation (EU) 2016/2340 (OJ L 354, 23.12.2016, p. 35), must be published for the asset investments.
(2) The asset investment information sheet may not be published until BaFin permits publication. Permission must be granted where the asset investment information sheet completely contains all the particulars and notices required under the following subsections, including in conjunction with the statutory instrument to be issued under subsection (8), and those particulars and notices are given in the prescribed order. Where the prospectus exemption under section 2a or section 2b is relied on, BaFin must notify the offeror within ten working days of receipt of the asset investment information sheet whether it permits publication. Where BaFin concludes that the documents submitted to it for permission are incomplete, or that the required particulars and notices are not given in the prescribed order, the period under the third sentence does not begin to run until the missing documents and the required particulars and notices in the prescribed order are received. BaFin should notify the offeror, in the case of the third sentence, within five working days of receipt of the asset investment information sheet, where it considers further documents necessary under the fourth sentence. This also applies where it concludes that the required particulars and notices are not given in the prescribed order. Where the asset investment information sheet is deposited alongside a sales prospectus, the periods of section 8(2) and (3), or of section 11(1), fourth sentence, apply.
(3) The asset investment information sheet may not exceed three DIN A4 pages. It must contain at least the essential information about the asset investments in a clear and easily comprehensible manner, in the following order, each in a form that enables the public to assess 1. the kind and the precise designation of the asset investment, 2. particulars of the identity of the offeror and of the issuer, including its business activity, and, where the prospectus exemption under section 2a is relied on, particulars of the identity of the internet service platform, 3. the investment strategy, investment policy and the investment objects, in particular the extent to which the specific projects have been realised and contracts concluded, and whether the net proceeds from investors' funds are alone sufficient for this, and the amount of the anticipated total costs of the investment object, 4. the term, the notice period of the asset investment, and the conditions for interest payment and repayment, 5. the risks connected with the asset investment, 6. the issuance volume, and the kind and number of units, 7. the issuer's level of indebtedness, calculated on the basis of the last annual financial statements drawn up, 8. the prospects for interest payment and repayment in accordance with the contract under various market conditions, 9. the costs and commissions connected with the asset investment, including, where the prospectus exemption under section 2a is relied on, all fees and other benefits that the internet service platform receives from the issuer for brokering the asset investment, 10. the absence of a material interconnection of interests within the meaning of section 2a(5) between the issuer and the undertaking operating the internet service platform, where the prospectus exemption under section 2a is relied on, 11. the group of investors targeted by the asset investment, 12. particulars of the contractual or in-rem security for repayment claims of asset investments sold for the purpose of financing real estate, 13. the sale price of all asset investments of the issuer offered, sold and fully redeemed within a period of twelve months, where the prospectus exemption under section 2a is relied on, 14. the absence of an obligation to make additional contributions within the meaning of section 5b(1), 15. particulars of the identity of the controller of the use of funds under section 5c, including its business activity, its remuneration, and the circumstances or relationships that could give rise to conflicts of interest, and 16. the absence of a blind pool model within the meaning of section 5b(2), and to compare it as well as possible with the characteristics of other financial instruments.
(4) The asset investment information sheet must contain the following warning notice, prominently printed, on the first page, immediately below the first heading: "The acquisition of this asset investment involves significant risks and may lead to the complete loss of the capital invested." The asset investment information sheet must also contain, following the particulars under section 13(3), the following in this order: 1. a notice that the accuracy of the content of the asset investment information sheet is not subject to review by BaFin, 2. a notice referring to the sales prospectus and stating where and how it may be obtained and that it may be requested free of charge, 3. a notice referring to the last disclosed annual financial statements and stating where and how they may be obtained, 4. a notice that the investor should base any investment decision regarding the asset investments concerned on an examination of the sales prospectus as a whole, and 5. a notice that claims on the basis of a particular contained in the asset investment information sheet can exist only where the particular is misleading, inaccurate, or inconsistent with the relevant parts of the sales prospectus, and where the asset investment is acquired during the period of the public offer, but at the latest within two years after the first public offer of the asset investments in Germany.
(5) By way of derogation from subsection (4) nos. 2 and 4, the asset investment information sheet must, where drawing up a sales prospectus under section 2a or section 2b is not required, contain the following notice: "No sales prospectus approved by BaFin has been deposited for this asset investment. Further information is available from the investor directly from the offeror or issuer of the asset investment." By way of derogation from subsection (4) no. 5, the asset investment information sheet must, in the cases named in the first sentence, contain a notice that claims on the basis of a particular contained in the asset investment information sheet can exist only where the particular is misleading or inaccurate, and where the asset investment is acquired during the period of the public offer, but at the latest within two years after the first public offer of the asset investments in Germany.
(6) The investor must be able to understand the information listed in subsection (3) without having to consult additional documents. The particulars in the asset investment information sheet must be kept short and drafted in generally comprehensible language. They must be fair and clear, may not be misleading, and must be consistent with the relevant parts of the sales prospectus. The asset investment information sheet may relate only to one particular asset investment at a time and may not contain promotional or other information not serving that purpose. Use of the term "fund", or a term containing that term, to designate the offeror, the issuer or the asset investment in the asset investment information sheet is not permitted. The asset investment information sheet may not contain any reference to BaFin's powers under this Act.
(7) The particulars contained in the asset investment information sheet must be updated without delay, after permission to publish has been granted and during the period of the public offer under the third sentence, where they are inaccurate or inconsistent with the particulars in the sales prospectus, or where supplementary particulars are published in a supplement to the sales prospectus under section 11. The updated version of the asset investment information sheet must be transmitted to BaFin without delay for the purpose of deposit and published and kept available under section 13a. The date of the last update, and the number of updates made since the asset investment information sheet was first drawn up, must be stated in the asset investment information sheet. Where drawing up a sales prospectus under section 2a or section 2b is not required, the first to third sentences apply accordingly to every important new circumstance or material inaccuracy relating to the particulars contained in the asset investment information sheet that could affect the assessment of the asset investments or of the issuer and that arises or is established after permission to publish has been granted and during the period of the public offer; subsection (2) does not apply in that case.
(8) The Federal Ministry of Finance may, by statutory instrument not requiring the consent of the Bundesrat, in agreement with the Federal Ministry of Justice and Consumer Protection, issue further provisions on the content and structure of the information sheets. The Federal Ministry of Finance may transfer this authorisation, by statutory instrument, to BaFin.