The Austrian Financial Market Authority (FMA) welcomes the modernisation and simplification of capital market law achieved by the entry into force of the Listing Act. The objective of the Listing Act (Regulation (EU) 2024/2809) is to simplify access to public capital markets, especially for small and medium-sized enterprises (SMEs), while also reinforcing transparency and investor protection.
“A small enterprise – be it a start-up or a medium-sized family business – and an international group do not pose the same risk on the stock exchange,” remarked FMA Executive Director Mariana Kühnel. “Under the Listing Act the burden falls, where the risk is lower, both for the enterprise concerned as well as the supervisor. This makes the step towards the trading floor a realistic one for small and medium-sized enterprises.” FMA Executive Director Helmut Ettl emphasised: “Simplifications contribute towards the diversification of sources of funding, and make the capital market more accessible. At the same time, transparency and protection against insider trading and market manipulation remain essential for investor confidence – and we enforce this.”
Changes in Prospectus Law
The Listing Act simplifies requirements for prospectuses and tailors them to different issuers. SMEs above all profit from reduced disclosure requirements and simplified procedures, which in turn reduce the cost and time consumed for floating on exchanges – while continuing to guarantee investor protection by means of clear information requirements.
In transposing the Listing Act into Austrian law, the Capital Market Act (KMG) has also been amended: the threshold for the requirement to produce a prospectus increases to € 12 million. Public securities offerings are therefore not required to publish a prospectus – which is both a considerable simplification for SMEs and a plus in terms of financing options.
Simplifications regarding the admission of shares
Although minimum market capitalisation remained unchanged at €1 million, both the requirement for the company to have existed for three years and the disclosure obligation regarding the last three annual financial statements are now waived. The necessary minimum level of free float is reduced from 25% to 10%. Alternatively, adequate diversification of shareholders also suffices.
In addition, operators of Multilateral Trading Facilities (MTFs) like Wiener Börse AG may allow a segment to be registered as a SME growth market.
Impact on the Market Abuse Regulation (MAR)
The Listing Act also redefines ad hoc reporting. Insider information is now required to be published generally after the end result (e.g. signing of a contract) has occurred in the case of protracted processes. Investors will therefore tend to be informed of price-sensitive events at a later stage.
Bans on market abuse remain unchanged: the ban on insider trading, on recommending or inciting such trading, and on the unlawful disclosure of inside information. Even in the case of protracted processes, inside information retains its status as inside information until it is published. The FMA continues to monitor compliance rigorously; breaches may result in penalties under administrative and penal law.
The FMA already published an edition of its “Let’s talk about supervision” series (in German only) a few months ago covering the changes brought about by the Listing Act, which can be downloaded from the FMA website.
Journalists may address further enquiries to
Boris Gröndahl (FMA Media Spokesperson)
Telephone: +43/(1)249/59-6010
Mobile: +43 676 8824 9995
E-Mail: [email protected]