Content of the sales prospectus; authorisation to issue statutory instruments

(1) The sales prospectus must contain all factual and legal particulars necessary to enable the public to make an accurate assessment of the issuer of the asset investments and of the asset investments themselves, including the group of investors targeted by the asset investment. Where the asset investments consist of shares in trust assets, and those assets consist wholly or partly of a share in a company, the sales prospectus must also contain the corresponding particulars about that company.
(2) The sales prospectus must begin with a cover sheet that must contain a clear notice that the accuracy of the content of the sales prospectus is not the subject of the review of the sales prospectus by BaFin. Furthermore, a prominent, express notice must be included in the sales prospectus that, in the case of a defective sales prospectus, liability claims can exist only 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. The term "fund" or a term containing that term may not be used in the sales prospectus to designate the offeror, the issuer or the asset investment. The sales prospectus may relate only to one particular asset investment at a time. Sales prospectuses for different asset investments of the same issuer may be combined in print in a single document. The number of sales prospectuses combined in a document is measured by the number of asset investments.
(3) The Federal Ministry of Finance is authorised, by statutory instrument not requiring the consent of the Bundesrat, in agreement with the Federal Ministry of Justice and Consumer Protection, to issue the provisions necessary to protect the public concerning the language, content and structure of the sales prospectus, in particular concerning 1. the required particulars of the persons or companies that assume responsibility for the content of the sales prospectus as a whole or for particular particulars, 1a. the required particulars of the controller of the use of funds, its independence, and the control of the use of funds, 2. the description of the asset investments offered and their principal characteristics, as well as the investment objectives pursued by the asset investment, including the financial objectives and the investment policy, 2a. the required particulars of the group of investors targeted by the asset investment, in particular having regard to the investor's investment horizon and to possible losses that may arise from the investment, 3. the required particulars of the company within the meaning of subsection (1), second sentence, 4. the required particulars of the issuer of the asset investments, of its capital and its business activity, its net assets, financial position and results of operations, including the annual financial statements and the management report and their disclosure, 5. the required particulars of the business prospects of the issuer of the asset investments and of its management and supervisory bodies, and 6. the documents to be attached. The statutory instrument under the first sentence may also determine exceptions in which particular particulars may be omitted from the sales prospectus, 1. where special circumstances exist as regards the issuer of the asset investments, the asset investments offered, or the circle of investors addressed by the offer, and the interests of the public are adequately accounted for by other means of information, or 2. where these particulars are of minor importance, or their inclusion in the sales prospectus would risk substantial harm to the issuer of the asset investments.