Additional disclosure requirement for shareholders reaching, exceeding or falling below the 4% ownership threshold in a publicly traded company

As of 1 January 2013, the Amendment to the Austrian Stock Exchange Act (BörseG) will take effect, which implements the EU directive 2010/73/EU to change the EU Transparency Directive (RL 2004/109/EC). The objective of the change in legal regulations is to achieve greater transparency in the ownership structure of publicly traded companies. Reducing the legal disclosure threshold for shareholders makes secret stakebuilding in listed companies more difficult to.

Up until now, § 91 Para. 1 of the Austrian Stock Exchange Act BörseG prescribed the mandatory disclosure of the acquisition or disposal of shares if the legally stipulated voting rights threshold reaches, exceeds or falls below 5% or multiples of 5% (i.e. 5%, 10%, 15%, 20%, 25%, 30%, 35%, 40%, 45%, 50%, 75% and 90%). With this Amendment to the Austrian Stock Exchange Act, an additional disclosure threshold of 4% applies alongside the current disclosure threshold of 5%. Therefore, in the future, the acquisition of disposal of shares must be reported within two trading days if the voting rights threshold of 4% is reached or exceeded or falls below 4%. In this case, the Financial Market Authority (FMA), the company operating the stock exchange and the issuer must be notified about the new proportion of voting rights. The issuer must publish this announcement within another two trading days.

Interim regulation: People who own between 4% and 5% of the voting rights in a publicly traded company as at 1 January 2013 must make a corresponding declaration within two months i.e. by 28 February 2013. If a report has been filed before 1 January 2013 in which it was announced that the voting rights fell below the 5% threshold to a proportion of voting rights above 4%, then the disclosure obligation is not applicable.