A person crossing a relevant threshold by holding shares, financial instruments or other similar instruments related to an issuer shall make a major holdings notification. This obligation shall apply only to issuers whose shares are admitted to trading on a regulated market and whose home member state is Austria (Sec. 91 para. 1 Austrian Stock Exchange Act – hereinafter BörseG).
The reporting obligation arises as soon as the proportion of voting rights reaches, exceeds or falls below a threshold of 4%, 5%, 10%, 15%, 20%, 25%, 30%, 35%, 40%, 45%, 50%, 75% or 90%. This shall also apply to the thresholds stated by such issuer in its Articles of Association pursuant to Sec. 27 para. 1 no. 1 Austrian Takeover Act. The issuers may additionally stipulate a threshold value of 3% in their Articles of Association. A special condition for this 3%-threshold to become effective is the publication of the clause of the Articles of Association on the issuer’s website and the notification of the FMA (Sec. 91 para. 6 BörseG).
A reporting obligation also arises if the proportion of voting rights changes without the shareholder’s active interference, i.e. as a result of events that change the proportion of voting rights (e.g. dilution) (Sec. 91 para. 6 BörseG).
Sec. 92 BörseG broadens the scope of reporting obligations to take in certain sets of circumstances in which persons are entitled, legally or actually, to exercise voting rights. The voting rights held by a person are attributed to the person subject to notification.
Subsidiaries: Attribution of voting rights held by a (in-/directly) controlled undertaking.
Acting in concert: Attribution of voting rights held by a third party with whom the person has concluded an acting in concert agreement with regard to the exercise of voting rights.
Financial/-Other Similar Instruments
The notification obligation shall also apply to persons who in-/directly hold financial instruments or other similar instruments related to the issuer (Sec. 91a BörseG).
Contracts for Difference
The notification obligation arises also when shares (Sec. 91/92) aggregated with financial-/other similar instruments cross a threshold (Sec. 91b BörseG).
1. Investor Notification – Web Standard Form
The person subject to notification shall submit the major holdings notification to the FMA, the issuer and (if the securities are listed on a regulated market of the Vienna Stock Exchange) the Vienna Stock Exchange promptly, but not later than two trading days after the threshold was crossed.
Please use the FMA Web Standard Form (see below) and pay attention to the Instructions as well as the footnotes in the Web Standard Form. After online submission of the Web Standard Form to the FMA you will receive the notification as a Microsoft Word Document via E-Mail (a separate download of the notification is available after submission as well). Subsequently, please submit that notification to the issuer and (where applicable) to the Vienna Stock Exchange.
2. Issuer Disclosure
Upon receipt of the notification, but no later than two trading days thereafter, the issuer shall make public all the information contained in the major holdings notification.