Powers of the Bundesanstalt with regard to the requirements of Regulation (EU) 2017/1129 and of this Act

(1) Where a prospectus has been submitted to the Bundesanstalt for approval, it may require the issuer, offeror or applicant for admission to include additional particulars in the prospectus, where this appears necessary for the protection of the public.
(2) The Bundesanstalt may require anyone to provide information, to produce information and documents, and to hand over copies, insofar as this is necessary to monitor compliance with the provisions of
1. this Act, or
2. Regulation (EU) 2017/1129. These must be transmitted electronically on its request. Where the person under the duty has access to the Bundesanstalt's reporting and publication system, it may require transmission by that means. The Bundesanstalt may further require transmission in a format it specifies.
(3) The Bundesanstalt may publicly announce on its website that an issuer, offeror or applicant for admission is not complying, or is only incompletely complying, with its obligations under this Act or Regulation (EU) 2017/1129, or that a sufficiently substantiated suspicion to that effect exists. This applies in particular where
1. no prospectus was published contrary to Article 3, including in conjunction with Article 5, of Regulation (EU) 2017/1129,
2. a prospectus is published contrary to Article 20 of Regulation (EU) 2017/1129 in conjunction with the requirements in Chapter V of Delegated Regulation (EU) 2019/980,
3. the prospectus is no longer valid under Article 12 of Regulation (EU) 2017/1129,
4. no supplement was published contrary to the cases specified in Article 18 of Delegated Regulation (EU) 2019/979,
5. no securities information sheet was published contrary to section 4(1),
6. a securities information sheet is published contrary to section 4(2), or
7. the securities information sheet was not updated contrary to section 4(8). A request for information and production under paragraph 2 must state the power under the first sentence. The announcement may contain only such personal data as are necessary to identify the offeror, applicant for admission or issuer. Where a measure is not yet final and binding, the following notice must be added: "This measure is not yet final and binding." Where a legal remedy has been lodged against the measure, the status and outcome of the appeal proceedings must be made public. The announcement must be deleted after five years. The Bundesanstalt shall refrain from making an announcement where the announcement would significantly endanger the financial markets of the Federal Republic of Germany or of one or more states of the European Economic Area. It may also refrain from making an announcement where an announcement could have adverse effects on the conduct of criminal, regulatory-fine or disciplinary investigations.
(4) The Bundesanstalt must prohibit a public offer where
1. no prospectus was published contrary to Article 3, including in conjunction with Article 5, of Regulation (EU) 2017/1129,
2. a prospectus is published contrary to Article 20 of Regulation (EU) 2017/1129 in conjunction with the requirements in Chapter V of Delegated Regulation (EU) 2019/980,
3. the prospectus is no longer valid under Article 12 of Regulation (EU) 2017/1129,
4. no supplement was published contrary to the cases specified in Article 18 of Delegated Regulation (EU) 2019/979,
5. no securities information sheet was deposited and published contrary to section 4(1), or
6. a securities information sheet is published contrary to section 4(2). The Bundesanstalt may also prohibit a public offer where provisions other than those named in the first sentence, of
1. Regulation (EU) 2017/1129 or
2. this Act, have been infringed. It may likewise prohibit a public offer where a sufficiently substantiated suspicion exists that provisions of
1. Regulation (EU) 2017/1129 or
2. this Act would be infringed. Where the Bundesanstalt has a sufficiently substantiated suspicion that
1. this Act, in particular section 4(1), (2) or (8), or
2. provisions of Regulation (EU) 2017/1129, in particular Articles 3 to 5, 12, 20, 23, 25 or 27, have been infringed, it may order that a public offer be suspended for a maximum of ten consecutive working days. The period set under the fourth sentence begins with notification of the decision.
(5) The Bundesanstalt is authorised to monitor whether, in advertising for a public offer of securities or for admission to trading on a regulated market, the requirements in Article 22(2) to (5) and in Chapter IV of Delegated Regulation (EU) 2019/979, and those in section 7, are observed. Where a sufficiently substantiated suspicion of an infringement of the provisions of
1. Regulation (EU) 2017/1129 or
2. this Act exists, the Bundesanstalt may prohibit the advertising, or suspend it for a maximum of ten consecutive working days at a time, or order that it be discontinued, or be suspended for a maximum of ten consecutive working days at a time. This applies in particular where a sufficiently substantiated suspicion exists of infringements of section 7 or of Article 3, including in conjunction with Article 5, or of Article 22(2) to (5) and Chapter IV of Delegated Regulation (EU) 2019/979.
(6) The Bundesanstalt may transmit data, including personal data, to the management of the stock exchange and the admissions office, where facts give rise to a suspicion that provisions of this Act or of Regulation (EU) 2017/1129 have been infringed, and the data are necessary for the performance of tasks falling within the responsibility of the management of the stock exchange or the admissions office.
(7) Where the Bundesanstalt imposes a prohibition or restriction under Article 42 of Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No 648/2012 (OJ L 173, 12.6.2014, p. 84), or the European Securities and Markets Authority does so under Article 40 of Regulation (EU) No 600/2014, the Bundesanstalt may suspend the review of a prospectus submitted for approval, or of a securities information sheet submitted for permission to publish, or may suspend or restrict a public offer of securities, for as long as that prohibition or those restrictions apply.
(8) The Bundesanstalt may, for a maximum period of five years, refuse to approve a prospectus, or to permit a securities information sheet, prepared by a particular issuer, offeror or applicant for admission, where that issuer, offeror or applicant for admission has repeatedly and seriously infringed Regulation (EU) 2017/1129, in particular Articles 3 to 5, 12 or 20 thereof, or this Act, in particular section 4.
(9) A person obligated to provide information may refuse to answer questions where answering them would expose that person, or a relative within the meaning of section 383(1) nos. 1 to 3 of the Code of Civil Procedure, to the risk of criminal prosecution or of proceedings under the Act on Regulatory Offences. The person under the duty must be advised of the right to refuse to provide information.
(10) The Bundesanstalt may, to ensure the protection of investors or the orderly functioning of the market, order that the issuer disclose all material information capable of affecting the assessment of the publicly offered securities, or of the securities admitted to trading on a regulated market. The Bundesanstalt may also make the required disclosure itself, at the issuer's expense.
(11) Staff of the Bundesanstalt may search business premises, insofar as this is necessary to pursue infringements of Regulation (EU) 2017/1129, in particular in cases of a public offer without publication of a prospectus under Article 3(1) of Regulation (EU) 2017/1129, and there is reasonable suspicion that documents and other data exist in connection with the subject matter of the relevant review or investigation that may serve as evidence of the infringement. The fundamental right under Article 13 of the Basic Law is restricted to that extent. In the course of the search, staff of the Bundesanstalt may seize objects that may be significant as evidence for investigating the facts. Where the objects are in the custody of a person and are not voluntarily surrendered, staff of the Bundesanstalt may confiscate them. Searches and confiscations must be ordered by a judge, except where there is danger in delay. The Frankfurt am Main Local Court has jurisdiction. An appeal (Beschwerde) lies against the judicial decision. Sections 306 to 310 and 311a of the Code of Criminal Procedure apply accordingly. Section 98(2) of the Code of Criminal Procedure applies accordingly to confiscations without judicial order. The Frankfurt am Main Local Court has jurisdiction for the subsequently obtained judicial decision. A record must be made of the search. It must in particular state the responsible office, the reason, time and place of the search, and its outcome.