What eligibility and disclosure requirements apply for primary listing of equity securities on recognised exchanges in your jurisdiction (eg, aggregate share value, free float requirements, trading record, working capital)?
Eligibility and disclosure requirements depend on whether securities are to be listed on the Vienna Stock Exchange (VSE)’s EU regulated market (amtlicher handel) or on the so-called ‘third market’, which is operated as a multilateral trading facility (MTF). In each case, to list securities on the VSE, an issuer must file an application with the VSE, typically including a securities prospectus approved by the competent home state regulator.
Key admission criteria for the VSE’s EU regulated market are as follows:
|Share capital||€1 million (minimum)|
|Free float||25% or 10% floated with at least 50 different shareholders|
|Period of existence||Three years’ minimum (exceptions available)|
|Trading history or working capital||Financial statements (international financial reporting standards (IFRS)) for three full financial years preceding the application|
If the company is the universal successor to another entity and accounting is continuous, the period of existence of the other entity is calculated against the three-year period. No working capital requirements apply.
Key admission criteria for the VSE’s third market are as follows:
|Share capital||No minimum|
|Free float||No minimum|
|Period of existence||One-year minimum (exceptions available)|
|Trading history or working capital||Financial statements (IFRS of local generally accepted accounting principles) for one complete financial year preceding the application (expectations available)|
No working capital requirements apply.
Further information on listing requirements is available on the VSE website.
Are there any exemptions from the listing requirements?
Yes. For example, the three-year period of existence or set of financial requirements on the official market can be waived if this is in the interests of the issuer and the public. However, the company must have published at least one full year's worth of accounts.
Procedure and timeframe
What is the procedure and typical timeframe for listing?
The issuer must file an application for admission of the securities for listing on the VSE. The application must include:
- the approved securities prospectus (if needed);
- the issuer's articles of association;
- a register excerpt; and
- the issuer's compliance guideline.
The listing date is usually pre-agreed between the issuer and the VSE.
The VSE must decide on the application for admission of the securities within 10 weeks, although it usually issues a decision much quicker than this. In practice, issuers file a preliminary prospectus with the VSE, which does not yet contain the final price and volume offered (as these details will be determined once the bookbuilding process has been completed). Following such a filing, the bookbuilding process starts, whereby investors submit bids for purchasing the securities at prices that must be within a predefined offer price range or maximum limit. Simultaneously, certain marketing activities (eg, roadshows and press conferences) are carried out by the issuer and the underwriters. After the bookbuilding phase, the offer price is fixed and the securities are allocated. Lastly, the issuer must file and publish a supplement to the preliminary prospectus indicating the final offer price and the proceeds raised and costs incurred by the issue.
What fees apply for an application to list equity securities?
|Official market||MTF (third market)|
|1 basis point||€5,000|
Listing versus admission to trading
Is there a distinction between listing and admission to trading in your jurisdiction?
Are there any differences in the rules, restrictions and procedures for secondary listings of equity securities?
Are there any differences in the listing rules and procedures for foreign issuers?
Under what circumstances can a company be delisted? What rules and procedures apply?
As of 3 January 2018, issuers may request a voluntary delisting of their shares which are admitted to trading on the official market of the VSE, provided that:
- the respective shares had been listed there for at least three years; and
- investor protection is not jeopardised.
The latter requirement is deemed to be fulfilled if:
- the applicant provides evidence that the shares continue to be admitted to trading on a regulated market of at least one European Economic Area member state with similar delisting requirements; or
- a delisting offer document according to the fifth part of the Austrian Takeover Act was published during the past six months.
A delisting application may be submitted only if:
- a shareholders’ meeting has adopted a corresponding resolution with a majority of at least 75%; or
- this is requested by shareholders holding at least 75% of voting share capital.
To compensate shareholders for the delisting, shareholders are permitted to sell their shares at a fair price based on a delisting offer document. To this effect, the price offered to shareholders as compensation may not be lower than (collectively):
- the highest consideration paid or agreed to be paid by the offeror (or parties acting in concert) for the shares during the past 12 months;
- the volume-weighted average share price of the past six months before the announcement of the offer;
- the volume-weighted average share price of the past five trading days before the announcement of the offer; or
- a reasonable offer price if the above-mentioned figures are clearly below the fair value of the company because there is no sufficient link between the actual fair value of the shares and their stock price (eg, in the case of low liquidity and high volatility).