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Ordinance on the Reporting Requirements Relating to Trades in Securities and Derivatives (Wertpapierhandel-Meldeverordnung, WpHMV)

Long title: Verordnung über die Meldepflichten beim Handel mit Wertpapieren und Derivaten

As promulgated on 21 December 1995, as last amended by the Ordinance Amending the Ordinance on the Reporting Requirements Relating to Trades in Securities and Derivatives of 17 March 1998 (Federal Law Gazette I p. 519)


Table of Contents

Part 1 Scope

§ 1 Scope

Part 2 Form and Content of the Report

§ 2 Reporting Form
§ 3 Designation of the Security or Derivative and Security Identification Number
§ 4 Date and Time
§ 5 Price, Number, Face Value of the Securities or Derivatives
§ 6 Identification of the Reporting Parties
§ 7 Details of Exchange Transactions
§ 8 Labels for Identifying the Transaction
§ 9 Identification of Own Account Transactions
§ 10 Additional Information
§ 11 Imperfect Reports

Part 3 Transmission of the Reports

§ 12 Technical Format of Transmission
§ 13 Approved Data Carriers and Ways of Transmission
§ 14 Reporting by Way of a Third Party
§ 15 Reporting by Way of a Central Institution

Part 4 Aggregated Reports, Exemptions

§ 16 Aggregated Reports
§ 17 Exemptions from the Reporting Requirements

Part 5 Final Provisions

§ 18 Initial Reporting and Notification Requirement
§ 19 Effective Date


Part 1 Scope

§ 1 Scope

This Ordinance shall apply to the reports to be filed with the Federal Securities Supervisory Office (Federal Supervisory Office) pursuant to Section 9 of the Securities Trading Act.

Part 2 Form and Content of the Report

§ 2 Reporting Form

(1) Any enterprise subject to the reporting requirements under Section 9 subsection (1) of the Securities Trading Act (reporting party) shall be required to make its reports according to the annexed reporting form and field description1 ). Fields not needed due to the type and structure of the reportable transaction shall remain empty.

(2) Each notifiable transaction of a reporting party shall be transmitted in a single report. The reporting parties shall use serial numbers for all the reports filed on a particular day.

(3) Any date or time must be given in the same form. A date requires an eight-digit sequence stating century, year, month and day, time requires a six-digit sequence stating hours, minutes and seconds.

§ 3 Designation of the Security or Derivative and Security Identification Number

(1) The security or derivative must be sufficiently identified, especially by stating its type, designation and serial number (Field No. 35). With respect to securities the type has to be stated (Field No. 30), derivatives must be classified according to Call, Put or Future (Field No. 39).

(2) The international identification number of the traded security or derivative is to be stated (Field No. 31). If such international identification number does not exist or is not accessible to the reporting party, the German identification number of the security must be stated; if no German identification number exists, any other national identification number must be stated (Field No. 33). In case of a national identification number its country of origin must be stated (Field No. 32). If a German serial securities identification number exists the respective main security identification number must also be stated (Field No. 34).

(3) If derivatives do not have a securities identification number, the identification number of the underlying instrument must be stated (Field No. 41). The type of the identification number of the underlying instrument must be indicated (Field No. 40).

§ 4 Date and Time

(1) The date of the transaction or of the relevant price determination must be stated (Field No. 13).

(2) The time of the transaction or of the relevant price determination must be stated in the sequence of hours, minutes and seconds (Field No. 14); if seconds can not be stated they must be given as „00″.

(3) The date or the time of transactions concluded abroad must be converted into domestic time (Central European Time or Central European Summer Time).

§ 5 Price, Number, Face Value of the Securities or Derivatives

(1) The volume of the executed order or transaction must be stated (Field No. 25) with reference to the respective units (e.g. number, contracts) (Field No. 24). The number contained in a specific contract must be stated in form of a price multiplier (Field No. 42).

(2) With respect to securities, the price of the reported transaction (Field No. 27) must be stated indicating the unit in which it has been noted (Field No. 36) and the dealing currency (Field No. 26).

(3) With respect to options, the price of the reported transaction (Field No. 27) must be stated with reference to the dealing currency (Field No. 26), the strike price of the option (Field No. 45), the quotation type of the strike price (Field No. 46) and the currency of the strike price (Field No. 44).

§ 6 Identification of the Reporting Parties

(1) The reporting parties must notify the Federal Supervisory Office of their names and addresses as well as, if possible, the numbers provided by the German securities settlements organisation, the German bank code number, the member-ID code of an electronic stock exchange trading system (EBHS) and the identification number of Deutsche Börse Clearing AG (DBC). Any change in these data must be reported to the Office without delay.

(2) The reporting party will receive an eight-digit identification number from the Office after filing of the report in accordance with the first sentence of subsection (1) above.

(3) For the purpose of identification the reporting party must give in the report its identification number pursuant to subsection (2) above or any of the other numbers provided for in the field description according to the sequence prescribed (Field No.2). The type of identification must be designated (Field No. 1).

(4) For the purpose of identifying the credit institutions, financial services institutions authorised to conduct proprietary trading, branches and other enterprises as defined in Section 9 subsection (1) first sentence of the Securities Trading Act which participate in the transaction as customer, counterparty, broker or intermediary, subsection (3) above shall apply accordingly (Field No. 3 to 12).

§ 7 Details of Exchange Transactions

It must be stated whether the transaction was executed on or off a stock exchange (Field No. 21). If the transaction was executed on an exchange, the relevant stock exchange, trading system (Field No. 23) and country in which the transaction was effected (Field No. 22) must also be stated as well as the reference number of the settlement system of the exchange (Field No. 16) as provided for in the field description.

§ 8 Labels for Identifying the Transaction

For the purpose of identifying the transaction the following information must be given:

1. a reporting number for every transaction internally allocated by the reporting party (Field No. 15);

2. whether it is a purchase or a sale from the point of view of the customer (Field No. 17);

3. in case of brokered or exchange-traded transactions a broker-specific identification mark for the type of the respective transaction (Abruf-Gruppe-Makler) (Field No. 60), the information whether the contracting party has been named (Field No. 59) as well as the reference number of the settlement note and, if this reference number has changed, its original reference number (Field No. 58);

4. in the field labelled „type of transaction” (Field No. 18) whether it was a gross transaction or a net settlement, an aggregate report pursuant to Section 16 or an underlying discretionary order;

5. the number of the issuer (Field No. 28) and the original number of the issuer (Field No. 29);

6. the interest rate of the traded security (Field No. 37);

7. the date of maturity of the security, in the case of derivatives the date of maturity of the underlying instrument (Field No. 38);

8. the date for which the money settlement has been agreed (Field No. 51) if a particular currency accounts for a price other than the market price;

9. in the case of derivatives the date of maturity (Field No. 47) and, if given, the number of the respective version (Field No. 43).

§ 9 Identification of Own Account Transactions

Transactions affecting the own portfolio must be identified as such (Field No. 19). It must also be stated whether the transaction is carried out on behalf of a customer or on own account (Field No. 20).

§ 10 Additional Information

(1) In addition to the information to be provided according to Section 9 subsection (2) sentences (2) and (3) of the Securities Trading Act the report must contain the following information:

1. the serial number of the report pursuant to Section 2 subsection (2) (Field No. 54);

2. the date when the report was prepared (Field No. 53);

3. the name of the reporting party (Field No. 55);

4. the computer data processing centre directly ahead of that of the Federal Supervisory Office (Field No. 52).

Reporting party as defined in sentence (1) no. 3 shall be the party which has prepared the report.

(2) If a party other than the reporting party files a report with the Federal Supervisory Office, the following information must be added:

1. the date and time when the report was received by that other party (Field No. 56 and 57);

2. in the case of changes in the report the date of the last change (Field No. 61).

§ 11 Imperfect Reports

If the reporting party detects a mistake in the report already filed it must without delay file the report as cancelled according to the details of the transaction to be cancelled, indicating the date of cancellation (Field No. 48). A subsequent new report of the transaction must be identified as such (Field No. 50); in this case the internal reporting number must differ from the transaction and cancellation reported immediately before. Sentence (2) above shall also apply to subsequent reports of a transaction.

Part 3 Transmission of the Reports

§ 12 Technical Format of Transmission

(1) The reports must be transmitted by way of a carrier file written in the ASCII code.

(2) The carrier file must carry a name consisting of a maximum of eight characters. A file may contain several reports. The file must begin with an introductory phrase and end with a concluding phrase. The introductory phrase consists of the following elements: the name of the carrier file; the date of the preparation of the carrier file; time of the preparation of the carrier file. The concluding phrase consists of the following elements: the date of the preparation of the carrier file; the time of the preparation of the carrier file; the number of records transmitted including the introductory and concluding phrase.

(3) The individual fields of the records must be separated by a semi-colon (ASCII code 59). Each record begins and ends without a semi-colon. The individual records must be separated by a line spacing (ASCII code 13 and 10). The concluding phrase ends without a line spacing. The end of a file may not consist of an empty record.

§ 13 Approved Data Carriers and Ways of Transmission

(1) The carrier file may be transmitted by way of a fixed line or via mailbox. If technical difficulties prevent the use of these ways of transmission in individual cases, 1.44 MB 3.5 inch diskettes (HD) in DOS format (version 3.3 or above) may also be used as data carriers.

(2) The installation of a fixed line for the transmission of data or a mailbox procedure for the purpose of transmitting the reports of the reporting party or a third party to the Federal Supervisory Office is subject to the approval of the Federal Supervisory Office, and the costs must be borne by the reporting party or the third party. The Federal Supervisory Office may refuse to permit the installation of such a fixed line or mailbox if such ways of transmission would imply inappropriate costs for the Federal Supervisory Office.

§ 14 Reporting by Way of a Third Party

(1) The reporting party may have its reports filed at its own cost by an appropriate third party. A third party is deemed appropriate if it guarantees protection of the data and compliance with the reporting period as defined in Section 9 subsection (1) sentence (1) of the Securities Trading Act.

(2) If the reporting party calls in a third party it will have fulfilled the reporting requirements only when the third party has filed the report with the Federal Supervisory Office on the reporting form fully and correctly filled in within the period of time defined in Section 9 subsection (1) sentence (1) of the Securities Trading Act.

§ 15 Reporting by Way of a Central Institution

If savings banks and credit cooperatives subject to the reporting requirements have recourse to a central savings bank or a cooperative central bank or the central credit institution when trading in securities or derivatives, the report may be filed by the respective head organisation. Reporting party of such a report must be the respective savings bank or credit cooperative.

Part 4 Aggregated Reports, Exemptions

§ 16 Aggregated Reports

Fixed price transactions of a particular day with fixed-income or floating-rate bonds of foreign issuers that are repayable at par and can be executed at the same price may be aggregated and transmitted in a single report for each security; in this case, the time need not be indicated. The same applies for subscription rights which a reporting party sells for its customers on the last trading day before the subscription rights expire if these transactions are executed at the same price.

§ 17 Exemptions from the Reporting Requirements

(1) Transactions in derivatives which are not even indirectly connected to a security are exempted from the reporting requirements.

(2) Transactions which are concluded on an organised market in another Member State of the European Communities or another Contracting State to the Agreement on the European Economic Area are not subject to the reporting requirement if in this state similar reporting requirements exist.

Part 5 Final Provisions

§ 18 Initial Reporting and Notification Requirement

(1) The reports must be first filed for all transactions effected after 31 December 1995.

(2) First notifications according to Section 6 subsection (1) sentence (1) must be filed by
31 December 1995 at the latest.

§ 19 Effective Date

This Ordinance will take effect on the day following its announcement.


Footnote

1. The annex is distributed in a separate volume with the issue of the Federal Law Gazette Part I and is not enclosed herewith.


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