Legal & Compliance
Information pursuant to Section 63 (7) of the German Securities Trading Act (WpHG) in conjunction with Delegated Regulation (EU) 2017/565 and the WpDVerOV (as of June 1, 2020)
1. General Information
1.1. Name and Address of the Company
CRX Markets AG
Landsberger Straße 93
80339 München
www.crxmarkets.com
Email: regulation@crxmarkets.com
Phone: +49 89 255 52 46 82
1.2. Company Registration in the Commercial Register/Tax ID/VAT ID
Commercial Register of the Munich Local Court
Registration Number: HRB 222809
Tax ID: 143/100/23257
VAT ID: DE 292295193
1.3. Authorized Representatives of the Company
Executive Board:
Sebastian Hofmann-Werther (CEO)
Alexei Zabudkin (CFO)
Authorized Signatories (each with full power of attorney):
Tim Kallenborn (CRO)
Sören Kampmann (Head of Legal)
Markus Schöllhorn (Head of Finance)
2. Principal Business Activities
The company’s corporate purpose is the development, global distribution, and operation of software-based solutions in the field of supplier and receivables financing, including the provision of financial services in the form of investment brokerage pursuant to Section 2 (1) and (2) No. 3 of the German Securities Investment Act (WpIG).
3. Contract Language and Communication
The governing language for the contractual provisions underlying the investment brokerage pursuant to Section 2 (1) and (2) No. 3 of the WpIG, the preliminary information provided, and communication with the customer (investors) during the term of the contract is generally German; however, for the Investor Portal Access Agreement and the Investor Rule Book, it is English. Clients may communicate with CRX Markets AG (“CRX”) in German or English.
4. Competent Supervisory Authority
The competent supervisory authority for the provision of financial services in the form of investment brokerage pursuant to Section 2 (1) and (2) No. 3 of the German Securities Trading Act (WpIG) is the Federal Financial Supervisory Authority (BaFin).
5. Means of Communication
Communication with the client takes place by telephone, mail, or electronic means.
6. Governing Law
German law applies to all contractual relationships of CRX Markets AG.
7. Key Features of the Financial Service
The financial service provided by CRX Markets AG consists of investment brokerage between investors and an issuer of securities (bonds), namely the Luxembourg-based company PURE Finance S.A. A key feature here is that CRX Markets AG neither executes the investors’ client orders itself nor is it obligated to do so, but rather forwards these orders to the issuer, PURE Finance S.A., for execution.
8. Protection of Client Funds
CRX Markets AG is not authorized to acquire ownership or possession of its clients’ funds or securities. Accordingly, this is not part of its business model.
Due to its legal obligation, CRX Markets AG is a member of the Compensation Fund for Securities Trading Companies (EdW).
EdW
10865 Berlin
www.e-d-w.de
Email: mail@e-d-w.de
Phone: 030 203699-0
Telefax: 030 203699-5630
The EdW is an institution established by the Deposit Protection and Investor Compensation Act (ESAEG) of July 16, 1998, to safeguard investors’ claims; it provides compensation to investors on behalf of the public pursuant to the aforementioned Act and protects liabilities arising from securities transactions up to 90% of their value, up to a maximum of EUR 20,000 per creditor.
No claim for compensation exists to the extent that funds are not denominated in the currency of a country of the European Economic Area or in euros. Bearer bonds and order bonds issued by CRX Markets AG, as well as liabilities arising from its own promissory notes, are not protected by the EdW. Claims for damages arising from errors in advice are also not covered.
Certain investors, such as credit institutions and financial service providers, insurance companies, medium-sized and large corporations, and public-sector entities, are not protected (see § 3 ESAEG).
9. Nature, Frequency, and Timing of Reports on Services Rendered
CRX Markets AG provides clients with web-based access to the CRX Investor Portal (“CRX Portal”). In the online archive, various auction-related documents and transaction reports (e.g., regarding completed securities offerings) are made available for download on a client-specific basis and are also sent out regularly via email.
10. Conflicts of Interest and Handling Conflicts of Interest
A conflict of interest arises when multiple individuals have an interest in pursuing business opportunities and one of these individuals holds a dual role that creates a risk that the interests of (individual) clients—in the case of CRX Markets AG: customers, suppliers, and investors—will be neglected. Conflicts of interest arise in particular when an investment firm, its employees, or persons or companies directly or indirectly affiliated with it through control, as a result of providing investment services, (i) could gain a financial advantage or avoid a loss at the expense of clients, (ii) have an interest in the outcome of a service provided to clients or a transaction conducted on their behalf that is not consistent with the client’s interest in that outcome, (iii) have a financial or other incentive to prioritize the interests of a client or a group of clients over the interests of other clients, (iv) engage in the same business as clients, or (v) in connection with a service provided to a client, receive or could in the future receive from a third party a payment within the meaning of Section 70(2), sentence 1, of the Securities Trading Act in addition to the customary commission or fee for such service.
It is not to be expected that CRX Markets AG, employees of CRX Markets AG, or parties with an interest in CRX Markets AG will be subject to systematic conflicts of interest—either now or in the future—with respect to customers, suppliers, or investors:
CRX employees have no ability to upload invoices to the CRX portal themselves, approve invoices for financing, or manually intervene in the established allocation mechanisms during an auction on the CRX portal; nor is there any other way to give preference to one investor over another. Within an auction, prices are determined by supply and demand and by price/time priority, whereby investors, buyers, and their suppliers all have the option to set upper and lower price limits at which they are willing to sell or purchase trade receivables. CRX Markets AG acts solely as the portal operator, transaction servicer, and investment broker. CRX Markets AG does not participate in auctions itself, neither as a seller or buyer of trade receivables nor as a debtor of trade payables. This eliminates systematic conflicts of interest in the business model.
However, there is always the possibility that conflicts of interest may arise in exceptional and individual cases. For the reasons stated above, CRX Markets AG’s safeguards regarding conflicts of interest take the form of general measures designed to identify and prevent such conflicts of interest in exceptional and individual cases.
Conflicts of interest may arise, for example, in specific cases during the evaluation of individual suppliers during the onboarding process, where such evaluations run counter to the interests of the issuer or investors in order to a) serve the interests of a customer or b) benefit from fee income generated by the transaction volume financed for such a supplier.
The general measures consist of explicitly requiring employees to monitor and question any unusual circumstances in this regard and obligating them to report any such observations to the compliance office. The Compliance Office is integrated into all new client and onboarding processes, as this is the area where a potential conflict of interest on the part of CRX Markets AG with respect to a client or between clients is most likely to occur or could arise.
Such conflicts are resolved by weighing the best possible interests of all parties, whereby legitimate customer interests take precedence over the company’s general interests, while legitimate company interests must take precedence over the personal interests of individual employees. Conflicts of interest between the same parties (e.g., customer versus customer or employee versus employee) must be resolved objectively.
11. Costs/Fees/Total Price
In connection with the investment brokerage activities between the issuer, PURE Finance S.A., and the investors, investors incur no costs, incidental expenses, or other fees. Consequently, no ex-ante or ex-post disclosure of costs is possible. For the purposes of these investment brokerage activities, “clients” refer to the investors on the one hand and the issuer, PURE Finance S.A., on the other. However, the discount that a supplier grants on the purchase price of its sold trade receivable in exchange for early payment of the trade receivable includes, in addition to the investors’ general financing margin and various third-party costs (including, among others, ongoing costs for operating the financing vehicle PURE Finance S.A., bank transfer fees, and securities settlement fees). The CRX transaction fee indirectly included in the discount is charged exclusively to the issuer, PURE Finance S.A., for transaction services rendered and is explicitly agreed upon in writing between CRX Markets AG and PURE Finance S.A.
Therefore, a total price for the financial service cannot be provided.
12. Payments
CRX Markets AG does not receive any payments from third parties within the meaning of Section 70(2), first sentence, of the German Securities Trading Act (WpHG). Therefore, no lists of payments are prepared, nor are any corresponding disclosures made to clients.
Nor are the CRX transaction fees listed above to be regarded as a benefit within the meaning of Section 70(2), first sentence, of the German Securities Trading Act (WpHG), since their imposition or amount does not influence the investment decisions of customers (investors). The costs for operating the CRX portal (including the CRX transaction fee), which are indirectly borne by the suppliers through the discount, have no influence on customers’ investment decisions, as the suppliers set their prices for the bonds primarily based on the buyer’s credit risk, the term, and the financing volume. As a purely technical settlement partner, CRX Markets AG also has no influence on investors’ investment decisions. Furthermore, the CRX transaction fee is not to be regarded as a sales commission, trailing commission, fee, or other monetary benefit within the meaning of the definition of an inducement, as it does not give rise to any conflicts of interest. Necessary fees and charges, such as the CRX transaction fee paid to CRX—which are required to enable the provision of investment services or are necessary for such provision, and which, by their nature, are not likely to give rise to a conflict of interest—are exempt from the prohibition on inducements pursuant to Section 70(7) of the German Securities Trading Act (WpHG). Upon request, we will provide you with further details regarding the points mentioned above.
13. Information on Financial Instruments
For detailed information on the financial instruments to which CRX Markets AG’s services relate, please refer to the respective private placement memoranda and the terms and conditions of the bonds, which you can obtain on the CRX portal, via email, or in separate virtual data rooms.
14. Risks
For comprehensive information on the risks associated with transactions in the financial instruments to which CRX Markets AG’s services relate, please also refer to the respective private placement memoranda.
15. Client Groups
CRX Markets AG’s offering is directed exclusively at eligible counterparties and professional clients as defined in Section 67(4) and (2) of the German Securities Trading Act (WpHG).
16. Target Market Determination
To ensure that the financial instruments offered through the CRX Portal are structured in such a way that they meet the needs of a specific target market within the meaning of Section 80(9) of the German Securities Trading Act (WpHG) and that the distribution strategy for these financial instruments is consistent with this target market, CRX Markets AG has defined the target markets for the financial instruments offered via the CRX Portal in a separate target market determination. Upon request, we will provide you with this target market determination.
17. Execution Venues
All financial transactions brokered by CRX Markets AG are generally executed exclusively via the CRX Portal.
18. Additional Information
Upon request, we will provide you with further details regarding the points mentioned above.
19. Validity
The information provided in this document is updated regularly.
Complaints
Even though CRX strives to consistently offer products and services of the highest quality, we are aware that things can sometimes go wrong. Should this occur, we will do our best to listen to your complaints, record them, and address them as quickly as possible. CRX will investigate all complaints competently, thoroughly, and objectively and, if necessary, seek additional information. To ensure a fair complaint process for you, every complaint received will be handled fairly, consistently, and promptly, taking all relevant circumstances into account.
What is a complaint?
A complaint is any expression of dissatisfaction that a natural or legal person (complainant) directs to CRX in connection with CRX’s provision of services supervised under the German Banking Act (KWG) (investment brokerage) or a related transaction.
How can you submit a complaint?
If you wish to file a complaint, please address it directly to our Complaint Management Team. The term “complaint” does not have to be used, and a complaint does not need to follow any specific format. You are welcome to send your complaint to us with the subject line “Official Complaint” as follows:
By mail:
CRX Markets AG
Complaint Management
Landsberger Straße 93
80339 Munich
By email:
complaints@crxmarkets.com
By phone:
EMEA: +49 89 38 036 856
AMER: +1 646 934 6889
APAC: +65 31 292 505
What information should you provide?
To help us investigate and process your complaint, please provide the following information:
- Your name and contact information.
- A clear description of your complaint (date, nature of the incident, etc.).
- Any documents or records supporting or explaining your complaint that may help us investigate it effectively.
- Details regarding what actions you believe we should take to resolve the issue.
- Your preferred method of communication (you will generally receive our response via email, unless you have explicitly specified another method of communication).
Complaint Handling Procedure
- We will confirm receipt of your complaint immediately.
- Our complaints management team will attempt to resolve the issue you have described within a reasonable period of time (provided it can be resolved).
- Complex issues may take longer to address. In such cases, we will fully inform you of the reasons for the delay and let you know how much more time we will need to process your complaint.
- Our decision regarding your complaint will cover all areas for which we are responsible and include an explanation of our decision.
- We may not always be able to give you the response you were hoping for, but we will ensure that you always receive a clear and concise explanation of our decision.
What if you are not satisfied with our final decision?
If you are dissatisfied with our final decision, you may submit a written complaint to the Federal Financial Supervisory Authority (BaFin) for an independent review: https://www.bafin.de/EN/Verbraucher/BeschwerdenAnsprechpartner/Ansprechpartner/BaFin/bafin_node_en.html.
Alternatively, you may also utilize other dispute resolution methods or file a lawsuit in a civil court.
Contact
If you are interested in further information on regulatory matters, please contact:
CRX Markets AG
Landsberger Straße 93
80339 München
Germany
Email: info@crxmarkets.com
Phone: +49 89 255 52 46 82
Disclaimer
Liability for Content
As a service provider, we are responsible for our own content on these pages in accordance with Section 7(1) of the German Telemedia Act (TMG) and general laws. However, pursuant to Sections 8 through 10 of the TMG, we, as a service provider, are not obligated to monitor third-party information that is transmitted or stored, nor are we required to investigate circumstances that indicate illegal activity.
Obligations to remove or block the use of information under general laws remain unaffected by this. However, liability in this regard is only possible from the time we become aware of a specific legal violation. Upon becoming aware of such legal violations, we will remove this content immediately.
Liability for Links
Our website contains links to external third-party websites over whose content we have no control. Therefore, we cannot assume any liability for this third-party content. The respective provider or operator of the linked pages is always responsible for their content. The linked pages were checked for possible legal violations at the time the links were created.
No illegal content was detectable at the time the links were created. However, continuous monitoring of the content of the linked pages is not reasonable without specific evidence of a legal violation. If we become aware of any legal violations, we will remove such links immediately.
Copyright
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Insofar as the content on this site was not created by the operator, the copyrights of third parties are respected. In particular, third-party content is identified as such. Should you nevertheless become aware of a copyright infringement, please notify us accordingly. Upon becoming aware of any infringements, we will remove such content immediately.