AUSTRIA Law and Practice Contributed by: Clemens Hasenauer and Albert Birkner, CERHA HEMPEL
7. Disclosure 7.1 Making a Bid Public
The prospectus must comply with the provisions of the Capital Market Act and must be published at least one banking day in advance. It is deemed available to the public if it is published: • on the electronic announcement and informa - tion platform of the Republic of Austria ( EVI ) or in a nationwide newspaper; • on the issuer’s website; • on the website of the regulated market to which admission to trading is being sought; • on the website of the Financial Market Authority; or • in a printed form to be made available free of charge to the public at the competent bod - ies of the market on which the securities are being admitted to trading. The Commission Delegated Regulation (EU) 2021/528 sets out the minimum information of the documents to be published for a prospec - tus exemption in connection with a takeover by means of an exchange offer, a merger or a divi - sion. 7.3 Producing Financial Statements Financial statements are to be included in the prospectus. Consolidated financial statements are prepared according to international finan - cial reporting standards (IFRS), whereas others (on a standalone level) apply Austrian generally accepted accounting principles (GAAP). It is cru - cial that even if the requirements regarding man - datory minimum contents are met, additional information may be needed to give the investor the chance to make a well-founded decision. 7.4 Transaction Documents Parties to takeover proceedings are obligated to co-operate with the Takeover Commission by providing comprehensive information as necessary for the Takeover Commission to ful -
The bidder must disclose without undue delay its plan or intention to make an offer, and it must inform the administrative bodies of the target company via press agencies and international news services: • once its administrative bodies have decided to make an offer; • if circumstances oblige the bidder to make an offer (eg, acquisition of control); or • in the event of rumours and speculations or market distortion. After the bidder makes their intention public, they must file an offer (including all relevant documentation) with the Takeover Commission within ten trading days or 20 trading days of acquiring a controlling interest. Between the 12th and 15th trading day after the Takeover Commission is notified, the details of the offer must be published either in a nation - wide Austrian newspaper or as a complimentary brochure that is provided to the public by the target company at its registered office and by the bodies entrusted with the task of paying the consideration. 7.2 Type of Disclosure Required Making a public offer triggers an obligation to produce a prospectus unless a prospectus exemption pursuant to the Prospectus Regu - lation (EU) 2017/112 or the Capital Market Act applies. The obligation to produce a prospectus gives investors the opportunity to gain greater knowledge of the risks involved. Before publish - ing the prospectus, the Austrian Financial Mar - ket Authority has to approve it.
140 CHAMBERS.COM
Powered by FlippingBook