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08 July 2008
From June 1 2008 significant changes to the Vienna Stock Exchange’s rules must be respected by market participants listed in its premium segment. Changes to the regime were apparently fuelled by recent criticism of the lack of satisfactory investor information regarding certain foreign issuers listed on the prime market.
Together with Special Government Representative for the Capital Market Richard Schenz and the industry association of Austrian listed entities, the Vienna Stock Exchange has amended its prime market rules with a view to fostering transparency and improving the information provided to investors.
This update looks at the key changes to the prime market rules.
Pursuant to the revised prime market rules, compliance with a corporate governance code is now mandatory for all prime market listed entities. While any entity with its registered office in another EU or EEA member state must commit itself to compliance with a recognized corporate governance code of the respective economic area, entities with their registered office in Austria or in a non-EU or non-EEA member state must declare commitment to the Austrian corporate governance code.
Further, any issuer must publish the commitment declaration on its website and include it in its annual report. By means of an annual declaration, both compliance with the corporate governance code and any deviations from the non-mandatory rules of such code must be explained.
To enhance transparency, foreign issuers are now required to post certain provisions of their applicable company law on their websites. Provisions to be published include rules governing profit distribution to shareholders, exclusion of subscription rights in the course of share capital increases and the acquisition of own shares.
If the respective issuer acquires or sells its own shares which carry voting rights, and as a result thresholds are exceeded or fallen below, it must disclose this on its website. Disclosure must be made immediately and, in any event, no later than two trading days after the acquisition or sale. In each case, however, this is only if the shares acquired or sold reach, fall below or exceed a threshold of 5% or a multiple thereof of the entire voting rights. The respective thresholds will be calculated according to the total number of shares with attached voting rights.
With respect to future listings based on an English-language offering and listing prospectus, the summary of the prospectus must be translated into German for listing purposes. Both the German summary translation and the English-language offering and listing prospectus must be made available on the issuer's website. The minimum period for making these documents available is one year, which commences from the end of the offer period.
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