Norton Rose Fulbright advises specialty chemicals company H&R KGaA on downlisting to the Scale segment of the Frankfurt Stock Exchange

Global law firm Norton Rose Fulbright has advised H&R GmbH & Co. KGaA (H&R KGaA) on the transfer of its stock exchange listing from the regulated market (Prime Standard) to the SME growth segment Scale (known as "downlisting") on the Frankfurt Stock Exchange. This is one of the first downlistings under the new Location Promotion Act (Standortfördergesetz - StoFöG). At the same time, H&R KGaA applied for the revocation of its admission to trading on the regulated markets of the Hamburg and Düsseldorf stock exchanges.

H&R KGaA, a producer of chemical-pharmaceutical specialties, is taking advantage of the provisions of the StoFöG, which came into force on 10 February 2026 and enables a segment transfer without a prior delisting tender offer. Under the new rules, the revocation of a stock exchange admission no longer needs to be accompanied by a tender offer, provided that the securities continue to be traded on an SME growth market (currently only Scale in Germany). The StoFöG thus offers issuers an alternative to a conventional delisting. The company's shares remain tradable for investors.

For small and mid-cap listed companies, the move results in significant cost savings on stock exchange fees, financial reporting, corporate governance and capital markets law obligations. In particular, the declaration of conformity with the German Corporate Governance Code (DCGK), the rules on related party transactions and the obligations regarding the remuneration system for management board and supervisory board members no longer apply. In addition, after the downlisting the company generally no longer qualifies as capital-market-oriented, which brings further relief in terms of financial reporting and auditing requirements.

With the downlisting, H&R KGaA aims to reduce the regulatory and administrative burden - and the associated costs - of maintaining a listing on the regulated market, while preserving its capital market presence on the Frankfurt Stock Exchange.

The inclusion of the H&R shares in the Scale segment was carried out on the basis of a simplified inclusion document in accordance with the General Terms and Conditions of Deutsche Börse AG, effective since 12 June 2026.

Since 1919, the name Hansen & Rosenthal has stood for the highest quality in specialty chemicals and in the development and production of chemical-pharmaceutical specialty products. H&R KGaA (ISIN DE000A2E4T77) is active in the development and production of chemical-pharmaceutical specialty products based on fossil, biological, synthetic and recycled hydrocarbons and in the production of precision plastic parts. H&R products are used, among other things, in the food, pharmaceutical and automotive industries as well as in cosmetic products.

Dr Frank Peter Regelin, partner in Norton Rose Fulbright's capital markets practice in Frankfurt, commented: "H&R's downlisting demonstrates the structuring options that the Location Promotion Act opens up for listed mid-cap companies. The combination of a simplified segment transfer and continued tradability in Scale is an attractive option for many companies. We are delighted to have provided comprehensive corporate and capital markets law advice to H&R on this transaction."

The advisory mandate encompassed the structuring of the downlisting as well as the preparation of all required documentation, including the inclusion document.

The Norton Rose Fulbright team, led by Dr Frank Peter Regelin (Corporate/Capital Markets, Frankfurt), further comprised counsel Oliver Polster (Corporate/Capital Markets, Frankfurt) and senior associate Denis Dräger (Corporate/Capital Markets, Frankfurt).

ODDO BHF SE acted as Deutsche Börse Capital Market Partner.