Pursuant to Article 130 et seq. of the Stock Exchange Act 2018 (BörseG 2018; Börsegesetz 2018) persons who purchase shares, financial instruments or other comparable instruments related to Issuers and in so doing cross relevant percentage thresholds, are required to make a major holding notification. This obligation applies pursuant to Article 130 para. 1 BörseG 2018 only in relation to an issuer whose shares are admitted to trading on a regulated market and whose home member state is Austria.
The reporting obligation arises as soon as during purchase/disposal/other procedures the holding 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 an issuer in its Articles of Association pursuant to Article 27 para. 1 no. 1 of the Takeover Act (ÜbG; Übernahmegesetz). In accordance with Article 130 para. 1 BörseG 2018 the issuer may also stipulate a 3% holding threshold as a relevant threshold in its Articles of Association. A special condition for this provision in the Articles of Association being effective is that it must be published on the issuer’s website and notified to the FMA.
A reporting obligation also arises pursuant to Article 130 para. 2 BörseG 2018 if the proportion of voting rights changes with the shareholder’s active intervention, i.e. as a result of events that change the proportion of voting rights (e.g. dilution).
Article 133 BörseG broadens the reporting obligations to include certain circumstances under which persons are entitled, legally or actually, to exercise voting rights in one or several of the instances listed in Article 133 BörseG 2018. The voting rights held by other persons are “attributed” to the person subject to notification.
- Subsidiaries: Attribution of voting rights held by a/an (in-/directly) controlled entity.
- Syndicate agreements (acting in concert): Attribution of voting rights listed in agreements with third parties with regard to the exercising of voting rights.
Financial and other similar instruments
In accordance with Article 131 BörseG 2018 the notification obligation also applies for persons that (in)directly hold financial instruments or other similar instruments related to the issuer pursuant to Article 1 no. 7 of the Securities Supervision Act 2018 (WAG 2018; Wertpapieraufsichtsgesetz 2018).
- Contracts for Difference
In accordance with Article 132 BörseG 2018 the reporting obligation shall also apply when shares (Article 130 and 133 BörseG 2018) and financial and other similar instruments (Article 131 BörseG 2018) cross a threshold when aggregated.
1. Investor Notification – Web Standard Form
The person subject to the notification obligation shall submit the major holding report to the FMA, the issuer and (if the securities are listed on a regulated market of an exchange operating company) the exchange operating company without delay following the threshold being crossed, but not later than two trading days (Article 130 et seq. BörseG 2018).
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 via E-Mail (a separate download of the notification is also possible after submission). This notification must subsequently be submitted to the issuer and where applicable to the exchange operating company.
2. Issuer Disclosure
Once the issuer receives the notification pursuant to Article 134 para. 1 BörseG 2018, at the latest however within two trading days the issuer shall publish all the information contained therein (Article 135 para. 2 BörseG 2018).
Please use the FMA Web Standard Form for the submission of major holdings notifications and pay attention to the instructions and the footnotes in the Web Standard Form.