The Financial Market Authority (FMA) hereby rectifies repeated false allegations and the erroneous interpretation of facts by Meinl Bank, above all by its Management Board member Peter Weinzierl, to the media in recent days concerning the supervisory activities of the FMA.
On the capital market prospectus of MEL that was approved by the FMA:
The legal standard for approval as defined in the Austrian Capital Market Act is related to the completeness of legally required disclosures, the consistency of presentation and the understandability for a knowledgeable investor. If these three standards are met, the issuer has a legal claim to the approval of the prospectus by the FMA. The issuer is solely responsible for the correctness of the disclosures as well as fulfillment of the obligation not to withhold any material information; in this connection, the issuer is also required to file a comprehensive declaration of liability. The verification of the disclosures in a prospectus by the authorities within the legally defined approval period of 10 bank working days is practically impossible. This combination of a short approval period with an official examination that is limited to formal aspects lies within the reasoning of the EU authority that issued the relevant guideline, whose objective is to provide companies with easier access to the harmonized EU capital markets. The framework also explains the legal option that permits the preparation of securities prospectuses to be approved in Austria in German as well as in English.
On the allegation that statements and/or circumstances currently presented as accusations are clearly stated in the prospectus:
This allegation is false. Only one example as proof: Meinl Bank and several of its representatives continue to allege that MEL is not required by the Austrian Stock Exchange Act to disclose information on investments in its own certificates. This is stated in every stock exchange prospectus examined by the FMA.
The prospectuses only contain a reference that the provisions of § 91 of the Austrian Stock Exchange Act (reaching, exceeding or falling below reporting thresholds as well as the relevant information and disclosure obligations) would not apply because the headquarters of MEL are located in Jersey. However, this information does not reflect the scope or content of the statement that MEL is not obliged to “provide information on investments in its own certificates”.
On the share/certificate buyback and reports to the FMA on securities transactions:
It is a fact that institutions subject to reporting requirements are legally obliged to inform the FMA of every securities transaction. However, these reports must be anonymous and may not name the customers behind the transactions. It is therefore not apparent whether a transaction represents a share/certificate buyback or whether the transaction is carried out on the order of the issuer. The identity of the customer must only be disclosed in connection with an investigation after the transaction has taken place. In 2007 the FMA received approximately 19.7 million reports on transactions. The receipt of an anonymous report cannot be interpreted to represent the authorities’ approval of the transaction.
Furthermore, Austrian law does not define any facts or findings connected with a share buyback program that must be approved in advance by the FMA. There is also no obligation to inform the FMA in advance. Therefore, there was no advance coordination between the FMA and MEL. The FMA learned of the share/certificate buyback program after the fact.
On the proceedings by the FMA against Meinl Bank, MEL, MAI and MIP as well as their representatives:
The sentence imposed by the FMA against the directors of MEL for market manipulation through a misleading ad-hoc report in connection with the certificate buyback program was confirmed in the last instance, and is therefore final and conclusive. The other proceedings related to the imposed sentence and the complaints filed by the FMA are now passing through the various instances, and are the subject of current investigations by the Vienna district attorney’s office.
For further information please contact
Klaus Grubelnik (FMA Media Spokesperson)
+43/(0)1/24959-5106
+43/(0676)/882 49 516