The disclosure obligations of the investors are regulated by the Austrian Stock Exchange Act, according to which investors, both resident and non-resident, are obliged to disclose changes in certain shareholding limits when resulting from an acquisition or sale of voting rights of an Austrian corporation, the shares of which are traded on the Official Market. The regulations are unchanged and state that a shareholder, whether a resident or non-resident, has to notify FMA, VSE and the issuer immediately, but at the latest within two trading days following the relevant change when exceeding or falling below the following thresholds: 3% (only if required by the Issuers’ Articles of Association), 4%, 5%, 10%, 15%, 20%, 30%, 35%, 40%, 45%, 50%, 75% or 90%.
According to §95 of the Stock Exchange Act, private individuals that are not in compliance with the notification requirements may now be fined up to EUR 2 million (up from EUR 150,000) or twice the amount of the benefit gained from the violation committed with the higher amount being applicable. The fines for legal entities may amount up to EUR 10 million, 5% of the total annual net revenues or twice the benefit gained from the violation.
If such fines are imposed on natural persons and legal entities for violations of the disclosure obligations they have to be published on the internet immediately including the identity of the persons, information on the type and nature of the violation committed as well as any legal recourse taken.
Furthermore, all voting rights shall be suspended to the extent of the difference between the new percentage of voting rights and the last percentage of voting rights reported by the person in breach of the regulations. The voting rights may only be exercised again after a period of six months after the reporting obligation has been complied with.
The above changes have occurred as a result of the transposition of the European Transparency Directive into national law. The full translation of the Stock Exchange Act can be found on the Vienna Stock Exchange website.
Impact on investors: Non-compliance with disclosure requirements may be subject to substantially higher penalties and sanctions.