Overview
General terms and conditions and other legal texts
Takeover commission
Official bulletin of Wiener Börse AG
The Vienna Stock Exchange and the Stock Exchange Act
The Vienna Stock Exchange is Austria's only stock exchange and also the only general commodity exchange. The only other exchange that exists in Austria is the one for agricultural products in Vienna.
The securities industry is regulated by the Austrian Stock Exchange Act 2018 (FLG. No. 107/2017), as amended.
The management and operation of the stock exchange, Wiener Börse, was the responsibility of Council of the Vienna Stock Exchange (Wiener Börsekammer), which was an entity under public law, until 1998. Since April 1998, Wiener Börse has been managed by a private sector company. Wiener Börse AG has been assigned the authority to act as public agency for certain tasks (e.g. admission of securities to official listing).
Amendments to the Stock Exchange Act (SEA) have changed and greatly improved the legal framework. Among others, the following areas have been amended:
- The abuse of inside information and market manipulation (Art. 154 SEA 2018) have been made a criminal offence.
- Introduction of the obligation on issuers to take the suitable organizational measures to prevent the abuse of passing on of inside information (Art. 119 par. 4 fig. 3 SEA 2018)
- Obligation of issuers to disclose price-sensitive information (Art. 155 Abs 1 Z 2 SEA 2018, more information is available at www.fma.gv.at
- )Greater reporting obligations with respect to changes in significant shareholdings: if the share of voting rights of securities listed on the Official Market is equal to, higher or less than 3% (only if required by the Issuers’ Articles of Association), 4%, 5%, 10%, 15%, 20%, 25%, 30%, 35%, 40%, 45%, 50%, 75% or 90%, this fact must be reported (Art. 130 ff SEA 2018).
- Obligation to prepare interim reports (Art. 125 SEA 2018)
- Opening membership and easing membership rules (trading participant) for companies from third countries (Art. 29 SEA 2018)
Operation of regulated markets
Since the amendment to Federal Act, FLG I No. 60 of 31 July 2007, which entered into force on 1 November 2007, a distinction has been made between the operation of regulated markets and Multilateral Trading Systems (MTF).
A regulated market is a multilateral system operated and/or managed by a market operator in Austria or in a member state, which brings together or facilitates the matching of multiple third-party buy and sell interests in financial instruments within the system in accordance with non-discretionary rules in such a way that results in a contract in those financial instruments admitted to trading under the rules and systems of the market.
The FMA shall keep a list of regulated markets.
Regulated market in Austria in the meaning of the Stock Exchange Act is the Official Market.
The operation of regulated markets in Austria shall require a license from theFinancial Market Authority (FMA).
Wiener Börse AG is an exchange operating company and has a license for the operation of regulated markets.
Operation of Multilateral Trading Systems
The operation of an MTF is an investment service that requires a license from the FMA and is subject to the provisions of the Securities Supervision Act.
The operator of a regulated market shall be authorized to operate an MTF under a separate permit issued by the Financial Market Authority (see Art. 3 par. 3 SEA 2018).
The differentiation made between the operation of regulated markets and the operation of Multilateral Trading Systems (MTF) has resulted in repeal of Article 69 Stock Exchange Act regarding the unregulated Vienna MTF, as this market is deemed an MTF.
Wiener Börse AG as the exchange operating company operates the Multilateral Trading System Vienna MTF on the basis of separate General Terms and Conditions, the “Rules for the Operation of the Vienna MTF“, which have been prepared with the approval of the FMA.
Trading in financial instruments on the Vienna MTF does not require any formal admission procedures to the exchange.
The requirements of the Stock Exchange Act regarding the formal admission of financial instruments to trading on a regulated market and the obligations of issuers on a regulated market do not apply to financial instruments traded on the Vienna MTF. However, the obligations defined in Article 17 (Public Disclosure of Inside Information), Article 18 (Insider Lists) and Article 19 (Managers’ Transactions) of the Market Abuse Regulation (Regulation (EU) No. 596/2014) do apply in conjunction with § 155 para. 1 nos. 2 to 4 and § 119 para. 4 of the Austrian Stock Exchange Act 2018, as well as the bans imposed by Article 14 (Prohibition of Insider Dealing and of Unlawful Disclosure of Inside Information) and Article 15 (Prohibition of Market Manipulation) of the Market Abuse Regulation (Regulation (EU) No. 596/2014) in conjunction with § 154, § 163 and § 164 of the Austrian Stock Exchange Act 2018. However, the above mentioned obligations for financial instruments traded on the Vienna MTF are only applicable if the issuer has submitted an application for inclusion in trading of the financial instrument or has approved it.
It is hereby pointed out that there may be differences with respect to financial instruments of foreign issuers trading on the Vienna MTF as compared to financial instruments of Austrian issuers included in the Vienna MTF. These differences may concern the following (this is not an exhaustive list): property law aspects (the rights of the buyer regarding financial instruments held in safe custody abroad, for example), the delivery or settlement of financial instruments, differences with respect to company law (e.g. voting rights and dividend rights) and also other aspects such as taxation.
As an expert in the field of stock exchanges and financial regulations, I can provide you with the necessary information related to the concepts used in this article.
The Vienna Stock Exchange, also known as Wiener Börse, is the only stock exchange in Austria and serves as both a stock exchange and a general commodity exchange. In addition to the Vienna Stock Exchange, there is another exchange specifically for agricultural products in Vienna.
The securities industry in Austria is regulated by the Austrian Stock Exchange Act 2018, which has undergone amendments over time. These amendments have improved the legal framework and introduced various changes. For instance, the abuse of inside information and market manipulation have been made criminal offenses under Article 154 of the Stock Exchange Act 2018.
Another important amendment is the introduction of the obligation for issuers to implement suitable organizational measures to prevent the abuse of inside information. This requirement is stated in Article 119, paragraph 4, figure 3 of the Stock Exchange Act 2018. Issuers are also obliged to disclose price-sensitive information under Article 155, paragraph 1, item 2 of the act. More information on this topic can be found on the website of the Financial Market Authority (www.fma.gv.at).
The amendments to the Stock Exchange Act have also increased reporting obligations for changes in significant shareholdings. If the share of voting rights of securities listed on the Official Market is equal to, higher or lower than certain thresholds (e.g., 3%, 4%, 5%, 10%, etc.), it must be reported, as specified in Article 130 and following of the Stock Exchange Act 2018.
Other changes include the obligation to prepare interim reports (Article 125) and the opening of membership and easing of membership rules for companies from third countries (Article 29).
Moving on to the operation of regulated markets, since the amendment to the Federal Act in 2007, a distinction has been made between regulated markets and Multilateral Trading Systems (MTF). A regulated market is a multilateral system operated by a market operator in Austria or a member state, facilitating the matching of buy and sell interests in financial instruments in a non-discretionary manner. The Financial Market Authority (FMA) maintains a list of regulated markets, and the Official Market is considered the regulated market in Austria under the Stock Exchange Act.
The operation of regulated markets in Austria requires a license from the FMA, and Wiener Börse AG holds a license for the operation of regulated markets.
Regarding the operation of Multilateral Trading Systems (MTF), it is considered an investment service and requires a license from the FMA, subject to the provisions of the Securities Supervision Act. The operator of a regulated market is authorized to operate an MTF under a separate permit issued by the FMA.
It is important to note that trading in financial instruments on the Vienna MTF does not require formal admission procedures to the exchange. However, certain obligations defined in the Market Abuse Regulation (EU) No. 596/2014, such as public disclosure of inside information, insider lists, managers' transactions, prohibition of insider dealing and unlawful disclosure of inside information, and prohibition of market manipulation, do apply to financial instruments traded on the Vienna MTF. These obligations are outlined in the Austrian Stock Exchange Act 2018.
It is worth mentioning that there may be differences between financial instruments of foreign issuers trading on the Vienna MTF and those of Austrian issuers included in the Vienna MTF. These differences can pertain to property law aspects, delivery or settlement of financial instruments, company law, taxation, and other aspects.
I hope this overview provides you with a better understanding of the general terms and conditions, legal texts, takeover commission, official bulletin of Wiener Börse AG, the Vienna Stock Exchange, and the Stock Exchange Act as mentioned in the article. If you have any further questions or require more specific information, feel free to ask.
